Quanta Services, Inc. (NYSE:PWR) entered into a definitive agreement to acquire Blattner Holding Company, Inc. from Blattner family for $3 billion on September 1, 2021. The transaction consideration of $2.7 billion anticipated to be paid at closing will consist of approximately $2.36 billion in cash, subject to a working capital adjustment, as well as 3.3 million shares of Quanta common stock valued at approximately $337.5 million. Additionally, pursuant to the terms of the definitive agreement, Blattner owners will be eligible for an earnout payment that could provide additional consideration of up to $300 million, to the extent certain financial performance targets are achieved. Blattner will serve as a platform operating unit of Quanta. Purchase price expected to be funded with a combination of cash on hand, drawings under our existing credit facility and additional debt financing. Quanta has obtained commitments from Bank of America, N.A. and Wells Fargo, National Association for bridge financing, should it be needed, to complete the transaction. However, Quanta expects to pursue certain other debt financing alternatives to finance the cash portion of the transaction consideration. On September?1, 2021, in connection with the execution of the?merger?agreement, the Quanta Services entered into a commitment letter with Bank of America, N.A., BofA Securities, Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, pursuant to which two of the commitment Parties have committed to provide a?364-day?senior unsecured bridge facility in an aggregate principal amount of up to $2.1835?billion. The Bridge Facility would be available to finance the cash consideration estimated to be due at closing of the?merger. Blattner generated full-year 2020 revenues and adjusted EBITDA (a non-GAAP measure) of approximately $2.4 billion and $291 million, respectively. Blattner had net income of $279.2 million for 2020.
Blattner's existing management team will remain in place, with Scott Blattner continuing in his leadership role as President. The transaction is subject to receiving required regulatory approvals and the satisfaction of other customary closing conditions, the expiration or termination of review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of any other required antitrust approvals. The transaction has been unanimously approved by the Board of Directors of both Quanta and Blattner, as well as the shareholders of Blattner and is expected to close in the fourth quarter of 2021. The transaction will be immediately accretive to Quanta on an earnings, growth, margin and free cash flow basis, even without accounting for synergies. Quanta is expecting the deal to add 80 cents to $1 to its adjusted per-share earnings in 2022.
Justin T. Stolte, Ryan Maierson, Jonathan Castelan, Tim Fenn, Catherine Ozdogan, Jason Cruise, Peter Todaro, Rachel Bates, Julie Crisp, and Drew Levin of Latham & Watkins, LLP acted as legal advisor and Lazard acted as financial advisor to Quanta for this transaction. J.P. Morgan Securities LLC is acting as exclusive financial advisor to Blattner Holding Company, Inc.
Quanta Services, Inc. (NYSE:PWR) completed the acquisition of Blattner Holding Company, Inc. from Blattner family on October 13, 2021.