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Dycom to Acquire Telecommunications Infrastructure Services Subsidiaries From Quanta Services



Dycom to Acquire Telecommunications Infrastructure Services Subsidiaries From
                               Quanta Services

PR Newswire

PALM BEACH GARDENS, Fla., Nov. 19, 2012

PALM BEACH GARDENS, Fla., Nov. 19, 2012 /PRNewswire/ -- Dycom Industries, Inc.
(NYSE: DY) announced today that it has entered into a definitive agreement
with Quanta Services, Inc. (NYSE: PWR) to acquire substantially all of
Quanta's domestic telecommunications infrastructure services subsidiaries for
approximately $275 million in cash.

The acquired subsidiaries provide specialty contracting services, including
engineering, construction, maintenance and installation services to
telecommunications providers, and other construction and maintenance services
to electric and gas utilities and others.  Principal business facilities are
located in Arizona, California, Florida, Georgia, Minnesota, New York,
Pennsylvania, and Washington.

The acquired subsidiaries currently operate in 49 states, serve over 300
individual customers and employ more than 2,400 personnel. Trailing 12 month
revenues to September 30, 2012 were approximately $535 million of which
approximately $138 million related to projects funded in part by The American
Recovery and Reinvestment Act of 2009 ("ARRA").

"This transaction strategically strengthens our customer base, geographic
scope, and technical service offerings," said Steven Nielsen, President and
Chief Executive Officer of Dycom.  "It significantly enhances our rural
telecommunications engineering and construction capabilities, provides
additional construction resources for wireless carriers and reinforces our
already robust competence in broadband construction. Given recent industry
announcements indicating growing expenditures from our customers and a very
attractive financing environment, we believe this is the right time to
increase our scale."

Subject to customary closing conditions, the acquisition is expected to be
completed by December 31, 2012.  The acquired subsidiaries are currently
expected to produce calendar year 2013 revenues ranging from $400 million to
$450 million.  Excluding one-time transaction and integration costs of
approximately $12 million to $15 million, the acquisition is currently
expected to produce $0.05 to $0.10 per share of earnings accretion on an
annual basis, after non-cash amortization expense.

The purchase price of approximately $275 million, which is subject to
adjustments for working capital and other specified items, will be financed
with a new $400 million senior secured credit facility arranged and syndicated
by Bank of America Merrill Lynch and Wells Fargo Securities, LLC.

Goldman, Sachs & Co. and Barclays acted as financial advisors to Dycom.
Shearman & Sterling LLP served as Dycom's outside legal counsel.

A conference call to review the Company's first quarter of fiscal 2013
results, together with the announced acquisition of Quanta's
telecommunications infrastructure services subsidiaries, will be hosted at
9 a.m. (ET), Tuesday, November 20, 2012; call (800) 230-1074 (United States)
or (612) 234-9959 (International) ten minutes before the conference call
begins and ask for the "Dycom Results" conference call.  A live webcast of the
conference call, along with related materials, will be available at
http://www.dycomind.com under the heading "Events." The conference call
materials will be available at approximately 8 a.m. (ET) on November 20, 2012.
If you are unable to attend the conference call at the scheduled time, a
replay of the live webcast and the conference call materials will be available
at http://www.dycomind.com until Thursday, December 20, 2012.

Dycom is a leading provider of specialty contracting services.  These
services, which are provided throughout the United States and in Canada,
include engineering, construction, maintenance and installation services to
telecommunications providers, underground facility locating services to
various utilities, including telecommunications providers, and other
construction and maintenance services to electric and gas utilities and
others.

This press release contains forward-looking statements as contemplated by the
1995 Private Securities Litigation Reform Act.  These statements include
expectations regarding a proposed acquisition, including expected benefits and
synergies of the transaction, future financial and operating results, future
opportunities for the combined businesses and other statements regarding
events or developments that the parties believe or anticipate will or may
occur in the future.  These statements are based on management's current
expectations, estimates and projections.  Forward-looking statements are
subject to risks and uncertainties that may cause actual results in the future
to differ materially from the results projected or implied in any
forward-looking statements contained in this press release, including the
parties' ability to consummate the proposed acquisition.  Such risks and
uncertainties include business and economic conditions and trends in the
telecommunications industry affecting our customers, the adequacy of our
insurance and other reserves and allowances for doubtful accounts, whether the
carrying value of our assets may be impaired, the anticipated outcome of other
contingent events, including litigation, liquidity and other financial needs,
the availability of financing, and the other risks detailed in our filings
with the Securities and Exchange Commission.   The Company does not undertake
to update forward-looking statements.

 

SOURCE Dycom Industries, Inc.

Website: http://www.dycomind.com
Contact: Steven E. Nielsen, President and CEO, or H. Andrew DeFerrari, Senior
Vice President and CFO, +1-561-627-7171
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