SEC Comment Letter for QUANTA SERVICES, INC. (PWR) (CIK 0001050915) (PWR) — Jul 19, 2007
QUANTA SERVICES, INC. (PWR) (CIK 0001050915)
Date: July 19, 2007 · CIK: 0001050915 · Accession: 0000000000-07-035027
AI Filing Summary & Sentiment
File numbers found in text: 333-142279
Referenced dates: June 22, 2007
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 By U.S. Mail and facsimile to (713) 629-7676 Tana L. Pool Vice President and General Counsel Quanta Services, Inc. 1360 Post Oak Boulevard, Suite 2100 Houston, Texas 77056
Re: Quanta Services, Inc. Amendment No. 2 to Registrati on Statement on Form S-4 Filed July 9, 2007 File No. 333-142279
Dear Ms. Pool:
We have reviewed your filings and have the following comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to comment 1 of our letter dated June 22, 2007, including the statement that the forecasts prepared by each party were not relied upon by either party “as a key determinative f actor in approving the Merger” and that neither board’s recommendation “was continge nt on such forecasts . . . .” Please confirm your view that the financial pr ojections provided by each party to the other party were not material to eith er recipient’s decision to approve the proposed merger and that such informa tion would not affect the total mix of information made available to inve stors of the respective companies.
Material U.S. Federal Income Tax C onsequences of the Merger, page 62
2. Delete reference to the disclosure under this heading being a “general discussion.”
3. We note that you have obtained two shor t-form tax opinions, which are included as Exhibits 8.1 and 8.2 to the registration statement. We have the following comments:
Tana L. Pool Quanta Services, Inc. July 19, 2007 Page 2 • The disclosure in this section must be the opinion of counsel with respect to all material tax consequences and not merely a summary of the opinion of such tax consequences. Please revise accordingly and clearly identify those portions of the discussion that constitute the opinion of counsel.
• Counsel rendering its opinion with respect to each material tax consequence must be specifically id entified. Please revise accordingly.
• The short form tax opinions filed as e xhibits to the registration statement must speak as of the date of effec tiveness of the regi stration statement, rather than the date they are filed with the Commission. Please revise accordingly
Please also revise the applicable disclo sure in the Q&A and Summary sections accordingly.
4. You must clearly disclose the tax consequen ces of the transaction to investors. If doubt exists because of a lack of auth ority addressing the tax consequences, please explain why counsel cannot give a “w ill” opinion, describe the degree of uncertainty in the opinion and provide risk factor disclosure se tting forth the risk to investors. Alternatively, please dele te words such as “we believe,” “we expect,” “we anticipate” or “the followi ng discussion assumes” that transaction will be treated as a reorganization or words that describe tax consequences “generally.”
Signatures
5. Please provide the conforming signature of your Chief Accounting Officer.
Exhibits Opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of the securities
6. Please file a revised opinion of counsel that does not contain an assumption that the terms under which the shares will be issued were established in conformity with your certificate of incorporation, as it makes a legal conclusion underlying the opinion. In addition, such opinion must speak as of the date of effectiveness of the registration statement, rather than as of the date the opinion is provided to you or filed with the Commission. Please revise accordingly.
7. Please explain the qualification set forth in paragraph B. that you are registered limited liability partnership under th e laws of the State of Texas.
Tana L. Pool Quanta Services, Inc. July 19, 2007 Page 3 Exhibits 8.1 and 8.2
8. The opinions set forth in E xhibits 8.1 and 8.2 must indi cate that the discussion in the prospectus is the opinion of couns el, and not merely a fair summary or materially accurate. Plea se revise accordingly.
You may contact Mindy Hooker, Staff Acc ountant, at (202) 551-3732 or Jennifer Thompson, Senior Staff Account ant, at (202) 551-3737 if yo u have questions regarding comments on the financial statements and rela ted matters. Please contact Matt Franker, Staff Attorney, at (202) 551-3749 or Andy Schoeffler, Senior Staff Attorney, at (202) 551- 3748 with any other questions. Alternativel y, you may contact me at (202) 551-3760.
Sincerely,
Pamela A. Long
Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
July 19, 2007
Mail Stop 7010
By U.S. Mail and facsimile to (713) 629-7676
Tana L. Pool
Vice President and General Counsel
Quanta Services, Inc.
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
Re: Quanta Services, Inc.
Amendment No. 2 to Registrati on Statement on Form S-4
Filed July 9, 2007
File No. 333-142279
Dear Ms. Pool:
We have reviewed your filings and have the following comments. We welcome
any questions you may have about our comments or any other aspect of our review. Feel
free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to comment 1 of our letter dated June 22, 2007, including
the statement that the forecasts prepared by each party were not relied upon by
either party “as a key determinative f actor in approving the Merger” and that
neither board’s recommendation “was continge nt on such forecasts . . . .” Please
confirm your view that the financial pr ojections provided by each party to the
other party were not material to eith er recipient’s decision to approve the
proposed merger and that such informa tion would not affect the total mix of
information made available to inve stors of the respective companies.
Material U.S. Federal Income Tax C onsequences of the Merger, page 62
2. Delete reference to the disclosure under this heading being a “general discussion.”
3. We note that you have obtained two shor t-form tax opinions, which are included
as Exhibits 8.1 and 8.2 to the registration statement. We have the following comments:
Tana L. Pool
Quanta Services, Inc.
July 19, 2007 Page 2
• The disclosure in this section must be the opinion of counsel with respect
to all material tax consequences and not merely a summary of the opinion
of such tax consequences. Please revise accordingly and clearly identify those portions of the discussion that constitute the opinion of counsel.
• Counsel rendering its opinion with respect to each material tax
consequence must be specifically id entified. Please revise accordingly.
• The short form tax opinions filed as e xhibits to the registration statement
must speak as of the date of effec tiveness of the regi stration statement,
rather than the date they are filed with the Commission. Please revise
accordingly
Please also revise the applicable disclo sure in the Q&A and Summary sections
accordingly.
4. You must clearly disclose the tax consequen ces of the transaction to investors. If
doubt exists because of a lack of auth ority addressing the tax consequences,
please explain why counsel cannot give a “w ill” opinion, describe the degree of
uncertainty in the opinion and provide risk factor disclosure se tting forth the risk
to investors. Alternatively, please dele te words such as “we believe,” “we
expect,” “we anticipate” or “the followi ng discussion assumes” that transaction
will be treated as a reorganization or words that describe tax consequences
“generally.”
Signatures
5. Please provide the conforming signature of your Chief Accounting Officer.
Exhibits
Opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of the securities
6. Please file a revised opinion of counsel that does not contain an assumption that
the terms under which the shares will be issued were established in conformity
with your certificate of incorporation, as it makes a legal conclusion underlying the opinion. In addition, such opinion must speak as of the date of effectiveness
of the registration statement, rather than as of the date the opinion is provided to
you or filed with the Commission. Please revise accordingly.
7. Please explain the qualification set forth in paragraph B. that you are registered
limited liability partnership under th e laws of the State of Texas.
Tana L. Pool
Quanta Services, Inc.
July 19, 2007 Page 3
Exhibits 8.1 and 8.2
8. The opinions set forth in E xhibits 8.1 and 8.2 must indi cate that the discussion in
the prospectus is the opinion of couns el, and not merely a fair summary or
materially accurate. Plea se revise accordingly.
You may contact Mindy Hooker, Staff Acc ountant, at (202) 551-3732 or Jennifer
Thompson, Senior Staff Account ant, at (202) 551-3737 if yo u have questions regarding
comments on the financial statements and rela ted matters. Please contact Matt Franker,
Staff Attorney, at (202) 551-3749 or Andy Schoeffler, Senior Staff Attorney, at (202) 551-
3748 with any other questions. Alternativel y, you may contact me at (202) 551-3760.
Sincerely,
Pamela A. Long
Assistant Director
cc: Christine B. LaFollette ( via facsimile 713/236-0822)
Mark Zvonkovic
John Goodgame
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002