Item 1.01 |
Entry into a Material Definitive Agreement. |
On August 7, 2025 (the “Closing Date”), Quanta Services, Inc. (the “Company”) issued (i) $500,000,000 aggregate principal amount of its 4.300% Senior Notes due 2028 (the “2028 Notes”), (ii) $500,000,000 aggregate principal amount of its 4.500% Senior Notes due 2031 (the “2031 Notes”) and (iii) $500,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 (the “2035 Notes,” and together with the 2028 Notes and the 2031 Notes, the “Notes”). The Notes were sold pursuant to an underwriting agreement, dated as of August 4, 2025 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named in Schedule A to the Underwriting Agreement, as previously reported on the Company’s Current Report on Form 8-K filed on August 5, 2025.
The 2028 Notes were issued under the indenture, dated as of September 22, 2020, between the Company, as issuer, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) (the “Base Indenture”), as supplemented and amended by the seventh supplemental indenture, dated as of August 7, 2025, between the Company and the Trustee (the “Seventh Supplemental Indenture”). Interest on the 2028 Notes will accrue at a rate of 4.300% per annum and is payable semi-annually, in arrears, on February 9 and August 9 of each year, commencing February 9, 2026. The 2028 Notes will mature on August 9, 2028, unless earlier redeemed.
The 2031 Notes were issued under the Base Indenture, as supplemented and amended by the eighth supplemental indenture, dated as of August 7, 2025, between the Company and the Trustee (the “Eighth Supplemental Indenture”). Interest on the 2031 Notes will accrue at a rate of 4.500% per annum and is payable semi-annually, in arrears, on January 15 and July 15 of each year, commencing January 15, 2026. The 2031 Notes will mature on January 15, 2031, unless earlier redeemed.
The 2035 Notes were issued under the Base Indenture, as supplemented and amended by the ninth supplemental indenture, dated as of August 7, 2025, between the Company and the Trustee (the “Ninth Supplemental Indenture,” and together with the Base Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the “Indenture”). Interest on the 2035 Notes will accrue at a rate of 5.100% per annum and is payable semi-annually, in arrears, on February 9 and August 9 of each year, commencing February 9, 2026. The 2035 Notes will mature on August 9, 2035, unless earlier redeemed.
The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with the Company’s existing and future senior unsecured indebtedness. The Notes are effectively junior to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are not guaranteed by any of the Company’s subsidiaries and are therefore structurally subordinated to all of the existing and future indebtedness and other liabilities of the Company’s subsidiaries, including trade payables.
Prior to July 9, 2028 (one month prior to their maturity date), the 2028 Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time, at a price equal to the greater of (a) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 Notes matured on the Par Call Date (as defined in the Seventh Supplemental Indenture)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Seventh Supplemental Indenture) plus 10 basis points less (ii) interest accrued to the date of redemption and (b) 100% of the principal amount of the 2028 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to (but excluding) the redemption date. Commencing on July 9, 2028, the Company may redeem the 2028 Notes, in whole or in part, at any time and from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest thereon to (but excluding) the redemption date.
Prior to December 15, 2030 (one month prior to their maturity date), the 2031 Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time, at a price equal to the greater of (a) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2031 Notes matured on the Par Call Date (as defined in the Eighth Supplemental Indenture)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury