SEC Comment Letter for QUANTA SERVICES, INC. (PWR) (CIK 0001050915) (PWR) — Jul 25, 2007
QUANTA SERVICES, INC. (PWR) (CIK 0001050915)
Date: July 25, 2007 · CIK: 0001050915 · Accession: 0000000000-07-036093
AI Filing Summary & Sentiment
File numbers found in text: 333-142279
Referenced dates: July 19, 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. 3 to Registrati on Statement on Form S-4 Filed July 23, 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.
Q: What are the tax consequen ces of the merger?, page 3
1. Please identify counsel. In addition, please disclose the tax consequences to the security holders. In this regard, we note that you removed this disclosure in the latest amendment. Please also comply with this comment under “Material U.S. Federal Income Tax Consequences of the Merger” on page 14.
Material U.S. Federal Income Tax C onsequences of the Merger, page 62 General, page 63
2. We note your response to comment 4 of our letter dated July 19, 2007. Nonetheless, we note discussion of various tax consequences “generally” in the fifth and sixth bullet points and in the paragraph immediately following the bullet points and under the heading “U.S. Information Reporting and Backup Withholding” on page 64. We also note the use of the phrase “may be.” Please revise accordingly.
Tana L. Pool Quanta Services, Inc. July 25, 2007 Page 2 3. The statement in the first sentence of the third paragraph appear s to assume that the merger will be treated as a reorganization. In this regard, we note the statement “such that the merger is treate d as a reorganization . . . .” We note disclosure in the forepart of the regist ration statement indicating that counsel is providing an opinion as to whether the merg er will be treated as a reorganization. Please revise to provide counsel’s opinion.
4. With respect to tax consequences appearing in this section other than those contained in the bullet-point list on pages 63-64, we are unable to determine whether the consequences discussed are the opinion of Ballard Spahr or Akin Gump. Please revise to clarify. Please also confirm that every tax consequence contained in the bullet point list on pages 63-64 constitutes the opinion of each law firm.
Exhibit 8.2
5. Please have counsel revise its opinion to consent to the prospectus discussion.
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 25, 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. 3 to Registrati on Statement on Form S-4
Filed July 23, 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.
Q: What are the tax consequen ces of the merger?, page 3
1. Please identify counsel. In addition, please disclose the tax consequences to the
security holders. In this regard, we note that you removed this disclosure in the
latest amendment. Please also comply with this comment under “Material U.S.
Federal Income Tax Consequences of the Merger” on page 14.
Material U.S. Federal Income Tax C onsequences of the Merger, page 62
General, page 63
2. We note your response to comment 4 of our letter dated July 19, 2007.
Nonetheless, we note discussion of various tax consequences “generally” in the
fifth and sixth bullet points and in the paragraph immediately following the bullet
points and under the heading “U.S. Information Reporting and Backup Withholding” on page 64. We also note the use of the phrase “may be.” Please revise accordingly.
Tana L. Pool
Quanta Services, Inc.
July 25, 2007 Page 2
3. The statement in the first sentence of the third paragraph appear s to assume that
the merger will be treated as a reorganization. In this regard, we note the statement “such that the merger is treate d as a reorganization . . . .” We note
disclosure in the forepart of the regist ration statement indicating that counsel is
providing an opinion as to whether the merg er will be treated as a reorganization.
Please revise to provide counsel’s opinion.
4. With respect to tax consequences appearing in this section other than those contained in the bullet-point list on pages 63-64, we are unable to determine
whether the consequences discussed are the opinion of Ballard Spahr or Akin
Gump. Please revise to clarify. Please also confirm that every tax consequence
contained in the bullet point list on pages 63-64 constitutes the opinion of each law firm.
Exhibit 8.2
5. Please have counsel revise its opinion to consent to the prospectus discussion.
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