Shearman & Sterling represented Dycom Industries, Inc. (“Dycom”) in connection with Dycom’s Rule 144A offering of $485 million aggregate principal amount of its 0.75% Convertible Senior Notes due 2021 (including $65 million aggregate principal amount of notes pursuant to the exercise in full of the initial purchasers’ over-allotment option). The notes are convertible into shares of Dycom’s common stock at an initial conversion rate of 10.3211 shares of common stock per $1,000 principal amount of notes.
Dycom Industries, Inc. is a leading provider of specialty contracting services throughout the United States and in Canada. These services include program management, engineering, construction, maintenance and installation services to telecommunication providers, underground facility locating services to various utilities, including telecommunication providers, and other construction maintenance services to electric and gas utilities.
In connection with the pricing of the notes, Dycom entered into privately negotiated convertible note hedge transactions. The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of Dycom’s common stock that will initially underlie the notes. Dycom also entered into warrant transactions relating to the same number of shares of their common stock.
The Shearman & Sterling team included partners Robert Treuhold (New York-Capital Markets), Robert Evans (New York-Capital Markets), Donna Parisi
(New York-Derivatives & Structured Products), Nathan Greene
(New York-Investment Funds), and Ethan Harris
(Washington, DC-Tax); counsel Barbara Edwards
(New York-Finance) and Nathan Tasso
(Washington, DC-Tax); and associates Barbara Zylberg (New York-Finance), Drew Valentine (New York-Capital Markets), Ganaraj Hegde (New York-Investment Funds) and Hillary Bailey (New York-Corporate).