PWR Quanta Services Inc

Indenture

On September 22, 2020 (the “Closing Date”), Quanta Services, Inc. (the “Company”) issued $1,000,000,000 aggregate principal amount of its 2.900% Senior Notes due 2030 (the “Notes”). The Notes were sold pursuant to an underwriting agreement, dated as of September 17, 2020 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc. and Wells Fargo Securities, LLC, 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 September 22, 2020.

The Notes were issued pursuant to an Indenture, dated as of September 22, 2020 (the “Base Indenture”), as supplemented and amended by the First Supplemental Indenture, dated as of September 22, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, between the Company, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”). Interest on the Notes will accrue at a rate of 2.900% per annum and is payable semi-annually, in arrears, on April 1 and October 1 of each year, commencing April 1, 2021. The Notes will mature on October 1, 2030, unless earlier redeemed.

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 $2,000 or whole multiples of $1,000 in excess thereof) of such holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the date of purchase.

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, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto. The Amendment amended the Fourth Amended and Restated Credit Agreement, dated as of December 18, 2015 (as theretofore amended, the “Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”).

The Amendment, among other things, increased the aggregate revolving commitments of the lenders from $2.135 billion to $2.510 billion and extended the maturity date for the revolving commitments under the Amended Credit Agreement from October 31, 2022 to September 22, 2025. Pursuant to the Amendment, the liens on the collateral securing the obligations under the Credit Agreement were released and all of the Company’s subsidiaries that were Guarantors (as defined in the Credit Agreement) under the Credit Agreement were released from their guarantees of the obligations thereunder. In addition, the Amendment removed the collateral reinstatement provision that would have applied in the event the Company’s corporate credit rating from either of Moody’s Investors Service, Inc. or Standard & Poor’s Financial Services LLC were to fall below an investment grade rating. Pursuant to the Amendment, QSI Finance V (US), L.P., a Delaware limited partnership and a subsidiary of the Company, ceased to be a Borrower under the Amended Credit Agreement.

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 $1.209 billion. BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Bank, National Association, which acted as Arrangers (as defined in the Amended Credit Agreement) for the Amendment, and some of the other lenders under the Amended Credit Agreement and their respective affiliates, who were underwriters that purchased the Notes, have provided other financial advisory and investment banking services to the Company and its subsidiaries for which they have received customary fees. Further, one of the lenders is the Trustee for the Notes.

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.