Primoris Services Corporation (NasdaqGS:PRIM) entered into a definitive merger agreement to acquire Future Infrastructure Holdings, Llc from Tower Arch Capital, L.P. and other interest holders for $620 million on December 14, 2020. The consideration is subject to a customary purchase price adjustment mechanism providing that Future Infrastructure be free of cash and debt at closing. Upon completion of the transaction, Primoris expects Future Infrastructure’s platform of Telecom and Utility end markets businesses to be integrated into Primoris’ Utilities and Distribution Segment and Primoris’ Transmission and Distribution Segment. The acquisition will be funded using $120 million of cash on hand, a revolving advance of $100 million under our existing credit facilities and proceeds from a new $400 million term loan. CIBC and Bank of the West are serving as Joint Lead Arrangers for Primoris on the financing. For the last 12 months ended September 30, 2020, Future Infrastructure generated total revenue of $342 million, total adjusted earnings before income tax, depreciation and amortization of $66 million. Closing is dependent upon the receipt of regulatory approvals and subject to customary conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The equityholders of Future Infrastructure approved the merger agreement. The necessary unitholder approval has been validly obtained under the Act and the certificate of formation, limited liability company agreement or equivalent organizational documents of Future Infrastructure. The transaction has been unanimously approved by the Boards of Directors of both Primoris and Future Infrastructure and is expected to close in the first quarter of 2021. The transaction is expected to be accretive to earnings in the first year and to enhance pro forma top line growth, gross margin and EBITDA and free cash flow generation. Primoris anticipates significant tax benefits arising from the transaction with an expected net present value of atleast $80 million. Within 24 – 30 months after the close of the transaction, Primoris expects annual cost savings of at least $10 million from initiatives focused on financial and IT systems, insurance programs savings and equipment spend optimization, among other factors. Pro forma for the transaction Primoris net leverage remains comfortably below 3.0x net debt to adjusted EBITDA for the last 12 months ended September 30, 2020. As of January 11, 2021, Federal Trade Commission granted an early termination notice of antitrust approval waiting period. Goldman Sachs & Co. LLC acted as lead financial advisor to Primoris. UBS Investment Bank is also providing financial advice. Jeffrey Chapman of Gibson, Dunn & Crutcher LLP acted as the Primoris's legal counsel. BofA Securities is serving as exclusive financial advisor to Future Infrastructure. Brendan Head of Kirkland & Ellis LLP is serving as Future Infrastructure’s legal counsel. Brendan P. Head, Steve Napolitano, Roger Lucas, Jason Serlenga of Kirkland & Ellis LLP acted as legal advisor to Tower Arch Capital, L.P. Primoris Services Corporation (NasdaqGS:PRIM) completed the acquisition of Future Infrastructure Holdings, Llc from Tower Arch Capital, L.P. and other interest holders for $600 million on January 15, 2021. As on January 15, 2021, Primoris entered into the second amended and restated credit agreement with CIBC Bank USA, as administrative agent, collateral agent and co-lead arranger, The Bank of the West, as co-lead arranger, and the financial institutions party thereto, amending and restating the existing credit agreement to increase the term loan facility by $400 million to an aggregate principal amount of $592.5 million (the “New Term Loan”) and to extend the maturity date of the Credit Agreement from July 9, 2023 to January 15, 2026.