Dycom to Acquire Telecommunications Infrastructure Services
Subsidiaries From Quanta Services
PALM BEACH GARDENS, Fla.,
Nov. 19, 2012 /PRNewswire/ -- Dycom Industries, Inc.
(NYSE: DY) announced today that it has entered into a definitive
agreement with Quanta Services, Inc. (NYSE: PWR) to acquire
substantially all of Quanta's domestic telecommunications
infrastructure services subsidiaries for approximately $275 million in cash.
The acquired subsidiaries provide specialty contracting
services, including engineering, construction, maintenance and
installation services to telecommunications providers, and other
construction and maintenance services to electric and gas utilities
and others. Principal business facilities are located in
Arizona, California, Florida, Georgia, Minnesota, New
York, Pennsylvania, and
Washington.
The acquired subsidiaries currently operate in 49 states, serve
over 300 individual customers and employ more than 2,400 personnel.
Trailing 12 month revenues to September 30, 2012 were
approximately $535 million of which approximately
$138 million related to projects funded in part by The
American Recovery and Reinvestment Act of 2009 ("ARRA").
"This transaction strategically strengthens our customer base,
geographic scope, and technical service offerings," said
Steven Nielsen, President and Chief
Executive Officer of Dycom. "It significantly enhances our
rural telecommunications engineering and construction capabilities,
provides additional construction resources for wireless carriers
and reinforces our already robust competence in broadband
construction. Given recent industry announcements indicating
growing expenditures from our customers and a very attractive
financing environment, we believe this is the right time to
increase our scale."
Subject to customary closing conditions, the acquisition is
expected to be completed by December 31,
2012. The acquired subsidiaries are currently expected
to produce calendar year 2013 revenues ranging from $400 million to $450 million. Excluding
one-time transaction and integration costs of approximately
$12 million to $15 million, the
acquisition is currently expected to produce $0.05 to $0.10 per share of earnings accretion on
an annual basis, after non-cash amortization expense.
The purchase price of approximately $275
million, which is subject to adjustments for working capital
and other specified items, will be financed with a new $400 million senior secured credit facility
arranged and syndicated by Bank of America Merrill Lynch and Wells
Fargo Securities, LLC.
Goldman, Sachs & Co. and Barclays acted as financial
advisors to Dycom. Shearman & Sterling LLP served as Dycom's
outside legal counsel.
A conference call to review the Company's first quarter of
fiscal 2013 results, together with the announced acquisition of
Quanta's telecommunications infrastructure services
subsidiaries, will be hosted at 9 a.m. (ET),
Tuesday, November 20, 2012; call
(800) 230-1074 (United States) or
(612) 234-9959 (International) ten minutes before the conference
call begins and ask for the "Dycom Results" conference
call. A live webcast of the conference call, along
with related materials, will be available at
http://www.dycomind.com under the heading "Events." The
conference call materials will be available at approximately
8 a.m. (ET) on November 20,
2012. If you are unable to attend the conference call at the
scheduled time, a replay of the live webcast and the conference
call materials will be available at
http://www.dycomind.com until Thursday, December 20,
2012.
Dycom is a leading provider of specialty contracting services.
These services, which are provided throughout the United States and in Canada, include engineering, construction,
maintenance and installation services to telecommunications
providers, underground facility locating services to various
utilities, including telecommunications providers, and other
construction and maintenance services to electric and gas utilities
and others.
This press release contains forward-looking statements as
contemplated by the 1995 Private Securities Litigation Reform
Act. These statements include expectations regarding a
proposed acquisition, including expected benefits and synergies of
the transaction, future financial and operating results, future
opportunities for the combined businesses and other statements
regarding events or developments that the parties believe or
anticipate will or may occur in the future. These statements
are based on management's current expectations, estimates and
projections. Forward-looking statements are subject to risks
and uncertainties that may cause actual results in the future to
differ materially from the results projected or implied in any
forward-looking statements contained in this press release,
including the parties' ability to consummate the proposed
acquisition. Such risks and uncertainties include business
and economic conditions and trends in the telecommunications
industry affecting our customers, the adequacy of our insurance and
other reserves and allowances for doubtful accounts, whether the
carrying value of our assets may be impaired, the anticipated
outcome of other contingent events, including litigation, liquidity
and other financial needs, the availability of financing, and the
other risks detailed in our filings with the Securities and
Exchange Commission. The Company does not undertake to
update forward-looking statements.
SOURCE Dycom Industries, Inc.