Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
The Notes were issued pursuant to an Indenture, dated as of
Upon the occurrence of a Change of Control Triggering Event (as defined in the
First Supplemental Indenture), unless the Company has exercised its right to
redeem the Notes in full by giving irrevocable notice to the Trustee in
accordance with the Indenture, each holder of the Notes will have the right to
require the Company to purchase all or a portion (equal to
The Indenture contains covenants that, among other things, limit the Company's ability to incur liens securing indebtedness, to engage in certain sale and leaseback transactions with respect to certain properties and to sell all or substantially all of the Company's assets or merge or consolidate with or into other companies. The Indenture also contains customary events of default.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the form of Note, copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
--------------------------------------------------------------------------------
Credit Agreement Amendment
On the Closing Date, the Company entered into the Sixth Amendment to Fourth
Amended and Restated Credit Agreement (the "Amendment"), among the Company and
certain of the Company's subsidiaries, as Borrowers, certain of the Company's
subsidiaries, as Guarantors, the lenders party thereto,
The Amendment, among other things, increased the aggregate revolving commitments
of the lenders from
As previously disclosed, on the Closing Date, the Company used the net proceeds
from the offering of the Notes, together with cash on hand, to voluntarily
prepay the term loans outstanding under the Credit Agreement in the aggregate
principal amount of
The foregoing description of the Amendment and the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Amended Credit Agreement (included as Annex A to the Amendment), copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, pursuant to the terms of the Amendment and in connection
with the release of collateral securing the Company's obligations under the
Credit Agreement, the parties thereto terminated the Fourth Amended and Restated
Security Agreement, dated as of
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is incorporated herein by reference in its entirety.
--------------------------------------------------------------------------------
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Indenture, the Notes and the Amendment is incorporated herein by reference in its entirety.
Item 8.01 Other Events.
In addition, on the Closing Date, the Company entered into the Eighth Amendment
to Underwriting, Continuing Indemnity and Security Agreement (the "Surety
Amendment"), among the Company, the Company's subsidiaries identified therein,
Federal Insurance Company,
The foregoing description of the Surety Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Surety Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information for Investors and Stockholders
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 4.1 Indenture, dated as ofSeptember 22, 2020 , betweenQuanta Services, Inc. andU.S. Bank National Association , as trustee 4.2 First Supplemental Indenture, dated as ofSeptember 22, 2020 , betweenQuanta Services, Inc. andU.S. Bank National Association , as trustee 4.3 Form of 2.900% Senior Notes due 2030 (incorporated by reference from Exhibit 4.2) 10.1 Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated as ofSeptember 22, 2020 , amongQuanta Services, Inc. and certain subsidiaries ofQuanta Services, Inc. , as Borrowers, certain subsidiaries ofQuanta Services, Inc. identified therein as Guarantors, the lenders party thereto,Bank of America, N.A ., as Administrative Agent, and the SwingLine Lenders and L/C Issuers party thereto 10.2 Eighth Amendment to Underwriting, Continuing Indemnity and Security Agreement, dated as ofSeptember 22, 2020 , among Federal Insurance Company,American Home Assurance Company , National Union Fire Insurance Company ofPittsburgh, Pa. ,The Insurance Company of the State ofPennsylvania ,Liberty Mutual Insurance Company ,Liberty Mutual Fire Insurance Company ,Safeco Insurance Company of America ,Quanta Services, Inc. and the other Indemnitors identified therein 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source