DYCOM INDUSTRIES INC 8-K

What Happened
Dycom Industries, Inc. announced on Dec. 23, 2025 that it completed the previously announced acquisition of Power Solutions, LLC pursuant to a Unit Purchase Agreement dated Nov. 18, 2025. At closing Dycom paid approximately $1.6 billion in cash and issued 1,011,069 shares of its common stock (the stock portion represented $292.5 million, equal to 15% of the base price divided by the 10‑day VWAP prior to signing). The cash portion remains subject to post‑closing adjustments for final cash, debt, net working capital and unpaid transaction expenses; any adjustments will be settled in cash only.

Key Details

• Purchase consideration: ~ $1.6 billion cash + 1,011,069 shares (stock portion = $292,500,000). Total implied base price ≈ $1.8925 billion.
• Financing and amendments: Dycom amended and restated its credit agreement to (i) add a $600 million 364‑day senior secured bridge facility, (ii) extend maturities of the Term Loan A and Revolving Facility to Dec. 23, 2030, (iii) increase the revolver to $800 million (from $650M) and (iv) increase Term Loan A to $1.54 billion (from $440M). Revolver sublimits include $225M for letters of credit and $50M for swingline loans.
• Borrowings/use of proceeds: As of the amendment, the Bridge Facility and Term Loan A were fully drawn to refinance the prior facility and to pay the cash consideration; there were no borrowings under the revolver at that time.
• Covenants & pricing: Financial covenants require a consolidated net leverage ratio ≤4.50:1.00 until shortly after the second anniversary of closing, then ≤4.00:1.00; consolidated interest coverage must be >2.50:1.00. Borrowings bear interest at term SOFR or base rate plus margins (bridge margins initially: SOFR +1.75% or base +0.75%, with scheduled increases). Certain margin/fee terms apply until the quarter ending Aug. 1, 2026.

Why It Matters
This is a material acquisition funded primarily with new debt and a stock issuance. Investors should note the sizeable increase in Dycom’s indebtedness (new bridge and larger term loan) and the temporary leverage protections in the amended credit agreement (specific leverage and interest coverage tests). The issuance of ~1.01 million shares is a modest equity component but represents dilution tied to the deal valuation method. Post‑closing cash purchase price adjustments could change the ultimate cash outflow. Dycom also filed a press release announcing the closing.