| Item 1.01 |
Entry into a Material Definitive Agreement. |
On August 6, 2026 (the “Closing Date”), Quanta Services, Inc. (the “Company”) issued (i) $500,000,000 aggregate principal amount of its 4.850% Senior Notes due 2029 (the “2029 Notes”), (ii) $750,000,000 aggregate principal amount of its 5.300% Senior Notes due 2033 (the “2033 Notes”) and (iii) $750,000,000 aggregate principal amount of its 5.550% Senior Notes due 2036 (the “2036 Notes,” and together with the 2029 Notes and the 2033 Notes, the “Notes”). The Notes were sold pursuant to an underwriting agreement, dated as of August 3, 2026 (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 4, 2026.
The 2029 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 tenth supplemental indenture, dated as of August 6, 2026, between the Company and the Trustee (the “Tenth Supplemental Indenture”). Interest on the 2029 Notes will accrue at a rate of 4.850% per annum and is payable semi-annually, in arrears, on February 9 and August 9 of each year, commencing February 9, 2027. The 2029 Notes will mature on August 9, 2029, unless earlier redeemed.
The 2033 Notes were issued under the Base Indenture, as supplemented and amended by the eleventh supplemental indenture, dated as of August 6, 2026, between the Company and the Trustee (the “Eleventh Supplemental Indenture”). Interest on the 2033 Notes will accrue at a rate of 5.300% per annum and is payable semi-annually, in arrears, on February 9 and August 9 of each year, commencing February 9, 2027. The 2033 Notes will mature on August 9, 2033, unless earlier redeemed.
The 2036 Notes were issued under the Base Indenture, as supplemented and amended by the twelfth supplemental indenture, dated as of August 6, 2026, between the Company and the Trustee (the “Twelfth Supplemental Indenture,” and together with the Base Indenture, the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture, the “Indenture”). Interest on the 2036 Notes will accrue at a rate of 5.550% per annum and is payable semi-annually, in arrears, on February 9 and August 9 of each year, commencing February 9, 2027. The 2036 Notes will mature on August 9, 2036, 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, 2029 (one month prior to their maturity date), the 2029 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 2029 Notes matured on the Par Call Date (as defined in the Tenth 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 Tenth Supplemental Indenture) plus 10 basis points less (ii) interest accrued to the date of redemption and (b) 100% of the principal amount of the 2029 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to (but excluding) the redemption date. Commencing on July 9, 2029, the Company may redeem the 2029 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 2029 Notes being redeemed plus accrued and unpaid interest thereon to (but excluding) the redemption date.
Prior to June 9, 2033 (two months prior to their maturity date), the 2033 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 2033 Notes matured on the Par Call Date (as defined in the Eleventh Supplemental Indenture)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury