Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 1, 2009, Quanta Services, Inc. ("Quanta") completed the previously
announced acquisition of Price Gregory Services, Incorporated ("Price Gregory").
Pursuant to the terms and conditions of the Agreement and Plan of Merger dated
September 2, 2009 (the "Merger Agreement"), by and among Quanta, Quanta Sub,
LLC, a Delaware limited liability company and a direct wholly owned subsidiary
of Quanta ("Merger Sub"), Price Gregory and the stockholders of Price Gregory
named in the Merger Agreement, Price Gregory was merged with and into Merger
Sub, with Merger Sub surviving the merger and remaining a wholly owned
subsidiary of Quanta with the name Price Gregory Services, LLC.
Pursuant to the Merger Agreement, Quanta issued to Price Gregory's
stockholders (a) an aggregate of approximately 10.9 million shares of its common
stock and (b) an aggregate of approximately $96 million in cash net of
transaction and severance costs of Price Gregory and including cash paid to
certain unaccredited investors in lieu of the issuance of common stock.
A copy of the Merger Agreement was filed with the Securities and Exchange
Commission (the "SEC") as Exhibit 2.1 to Quanta's Current Report on Form 8-K
filed with the SEC on September 8, 2009 and is incorporated into this Item 2.01
by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
The Board of Directors of Quanta has appointed Earl C. Austin, Jr. as
President of the Natural Gas and Pipeline Division of Quanta, effective
October 1, 2009. Mr. Austin will report directly to James F. O'Neil III, the
President and Chief Operating Officer of Quanta. Mr. Austin will be responsible
for overseeing Quanta's operations and strategic initiatives across the natural
gas and transmission and distribution pipeline industries.
Mr. Austin, age 39, has been with Quanta for over eight years, serving since
2001 as President of North Houston Pole Line, L.P., an electric and natural gas
specialty contractor and a subsidiary of Quanta ("North Houston"). Mr. Austin is
a director of the Southwest Line Chapter of the National Electric Contractors
Association. He holds a Bachelor of Arts in Business Management degree.
North Houston has entered into certain facility leases with Properties, Etc.,
a general partnership of which Mr. Austin is a general partner. These leases
have various terms through August 2014. The aggregate monthly rental rate of
these leases is currently $26,090. In addition, North Houston has entered into a
facility lease with Mr. Austin, which expires in August 2011 and has a monthly
rental rate of $8,250. Further, North Houston has entered into a facility lease
with Mr. Austin's father, which also expires in August 2011 and has a monthly
rental rate of $8,250. Quanta believes that the rental rates of the above leases
do not exceed fair market value.
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Item 7.01 Regulation FD Disclosure.
On October 2, 2009, Quanta announced that it completed its previously
announced acquisition of Price Gregory. A copy of Quanta's press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Current Report under the heading "Item 7.01
Regulation FD Disclosure" including Exhibit 99.1 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
To the extent required by this item, financial statements of Price Gregory
will be filed as part of an amendment to this Current Report on Form 8-K not
later than 71 calendar days after the date this Current Report is required to be
filed.
(b) Pro Forma Financial Information.
To the extent required by this item, pro forma financial information will be
filed as part of an amendment to this Current Report on Form 8-K not later than
71 calendar days after the date this Current Report is required to be filed.
(d) Exhibits.
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger dated September 2, 2009, by and among
Quanta Services, Inc., Quanta Sub, LLC, Price Gregory Services,
Incorporated, and certain stockholders of Price Gregory Services,
Incorporated named therein (incorporated by reference to Exhibit 2.1 to
Quanta Services' Current Report on Form 8-K filed on September 8, 2009).
99.1 Press Release of Quanta Services, Inc. dated October 2, 2009.
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