As filed with the Securities and Exchange Commission on March 24, 2011
Registration No. 333-         


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Dycom Investments, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
2621
(Primary standard Industrial
 Classification Code Number)
 
30-0128712
(I.R.S. Employer
Identification No.)


11770 U.S. Highway 1, Suite 101
Palm Beach Gardens, Florida 33408
(561) 627-7171
(Address and telephone number of Registrant’s principal executive offices)


SEE TABLE OF ADDITIONAL REGISTRANTS

Richard B. Vilsoet
Secretary
Dycom Investments, Inc.
11770 U.S. Highway 1, Suite 101
Palm Beach Gardens, Florida 33408
(Name, address and telephone number of agent for service)

 with a copy to:
Michael J. Schiavone
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.
 
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. £
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer £
Accelerated filer S
Non-accelerated filer £
(Do not check if a smaller reporting company)
Smaller reporting company £
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
 
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  £
 
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  £
 
CALCULATION OF REGISTRATION FEE
Title of each Class of
Securities to be Registered
Amount to
be Registered
Proposed
Maximum
Offering
Price per Unit
Proposed Maximum
Aggregate
Offering Price (1)
Amount of
Registration
Fee (2)
7.125% Senior Subordinated Notes due 2021
$187,500,000
100%
$187,500,000
$21,768.75
Guarantees of 7.125% Senior Subordinated Notes due 2021
¾
¾
¾
¾
(1)
Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.
(2)
Calculated based upon the market value of the securities to be received by the registrants in the exchange in accordance with Rule 457(f).  Pursuant to Rule 457(n), no registration fee will be paid in connection with the guarantees.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.


 
TABLE OF ADDITIONAL REGISTRANTS

 
Name
State or Other
Jurisdiction of
Incorporation
or Organization
 
I.R.S. Employer
Identification
Number
Primary
Standard
Industrial
Classification
Code
    Address of Principal 
       Executive Offices
           
Ansco & Associates, LLC
Delaware
 
22-3882751
1623
2-A Oak Branch Drive
Greensboro, NC  27407
(336) 852-3433
Apex Digital, LLC
Delaware
 
22-3882756
1623
450 Pryor Boulevard
Sturgis, KY 42459
(270) 333-3360
Broadband Express, LLC
Delaware
 
20-0254816
1623
374 Westdale Avenue
Westerville, OH  43082
(800) 875-2225
Broadband Installation Services, LLC
Delaware
 
20-0254554
1623
374 Westdale Avenue
Westerville, OH  43082
(800) 875-2225
C-2 Utility Contractors, LLC
Delaware
 
14-1859234
1623
33005 Roberts Court
Coburg, OR 97408
(541) 741-2211
Cable Connectors, LLC
Delaware
 
22-3882761
1623
111 Connector Way
Greenwood, SC  29649
(864) 227-0055
CableCom, LLC
Delaware
 
14-1859237
1623
8602 Maltby Road
Woodinville, WA 98072
(360) 668-1300
CableCom of California, Inc.
Delaware
 
37-1448808
1623
8602 Maltby Road
Woodinville, WA 98072
(360) 668-1300
Can-Am Communications, Inc.
Delaware
 
02-0413153
1623
8602 Maltby Road
Woodinville, WA 98072
(360) 668-1300
Cavo Broadband Communications, LLC
Delaware
 
20-8766849
1623
12191 S. Rhea Drive
Plainfield, IL  60585
(815) 439-8289
CertusView Leasing, LLC
Delaware
 
26-2670502
1623
3960 RCA Blvd., Suite 6002
Palm Beach Gardens, FL 33410
(561) 904-3901
Communication Services, LLC
North Carolina
 
27-3857792
1623
6920 E. Marshville Blvd.
Marshville, NC  28103
(704) 624-1800
Communications Construction Group, LLC
Delaware
 
22-3882744
1623
235 East Gay Street
West Chester, PA 19380
(610) 696-1800
Dycom Capital Management, Inc.
Delaware
 
61-1431611
1623
11770 U.S. Hwy 1, Suite 101
Palm Beach Gardens, FL  33408
(561) 627-7171
 
 
Dycom Corporate Identity, Inc.
Delaware
30-0128727
1623
11770 U.S. Hwy 1, Suite 101
Palm Beach Gardens, FL  33408
(561) 627-7171
Dycom Identity, LLC
Delaware
01-0775293
1623
11770 U.S. Hwy 1, Suite 101
Palm Beach Gardens, FL33408
(561) 627-7171
Dycom Industries, Inc.
Florida
59-1277135
1623
11770 U.S. Hwy 1, Suite 101
Palm Beach Gardens, FL  33408
(561) 627-7171
Ervin Cable Construction, LLC
Delaware
22-3882749
1623
450 Pryor Boulevard
Sturgis, KY 42459
(270) 333-3360
Globe Communications, LLC
North Carolina
14-1859226
1623
950 48th Ave., North, Ste. 100
Myrtle Beach, SC  29577
(843) 839-5544
Installation Technicians, LLC
Florida
22-3882752
1623
6621 Asheville Hwy.
Knoxville, TN 37924
(865) 521-6795
Ivy H. Smith Company, LLC
Delaware
22-3882755
1623
2-A Oak Branch Drive
Greensboro, NC  27407
(336) 292-7020
Lambert’s Cable Splicing Company, LLC
Delaware
05-0542669
1623
2521 South Wesleyan Blvd.
Rocky Mount, NC 27803
(252) 442-9777
Locating, Inc.
Washington
91-1238745
1623
2002 W. Valley Hwy., Ste. 600
Auburn, WA  98001
(425) 392-6412
Midtown Express, LLC
Delaware
61-1457300
1623
55-60 58th Street
Maspeth, NY  11378
(718) 628-3420
NeoCom Solutions, Inc.
Georgia
58-2593521
1623
10064 Main Street
Woodstock, GA  30188
(678) 238-1818
NeoCom Solutions Holdings, LLC
Delaware
27-4219714
1623
10064 Main Street
Woodstock, GA  30188
(678) 238-1818
Nichols Construction, LLC
Delaware
05-0542659
1623
1098 Clear Creek Road
Vansant, VA  24656
(276) 597-7441
Niels Fugal Sons Company, LLC
Delaware
05-0542654
1623
1005 South Main
Pleasant Grove, UT 84062
(888) 785-3152
Niels Fugal Sons Company of California, Inc.
Delaware
37-1448812
1623
1005 South Main
Pleasant Grove, UT 84062
(888) 785-3152
OSP Services, LLC
Delaware
57-1209653
1623
4315 Metro Parkway, Ste. 410
Ft. Myers, FL 33916
(239) 454-1944
 
 
Point to Point Communications, Inc.
Louisiana
72-0968130
1623
6401 Harney Road, Suite A
Tampa, FL  33610
(813) 623-1233
Precision Valley Communications of Vermont, LLC
Delaware
81-0581053
1623
333 River Street
Springfield, VT 05156
(800) 773-9317
Prince Telecom, LLC
Delaware
51-0381976
1623
551A Mews Drive
New Castle, DE  19720
(302) 324-1800
Prince Telecom of California, Inc.
Delaware
27-1121200
1623
551A Mews Drive
New Castle, DE  19720
(302) 324-1800
RJE Telecom, LLC
Delaware
57-1209651
1623
4315 Metro Parkway, Ste. 410
Ft. Myers, FL 33916
(239) 454-1944
RJE Telecom of California, Inc.
Delaware
20-1787476
1623
4315 Metro Parkway, Ste. 410
Ft. Myers, FL 33916
(239) 454-1944
Star Construction, LLC
Delaware
14-1856794
1623
6621 Asheville Highway
Knoxville, TN 37924
(865) 521-6795
Stevens Communications, LLC
Delaware
05-0542662
1623
995 Cripple Creek Drive
Lawrenceville, GA 30043
(800) 367-6606
S.T.S., LLC
Tennessee
48-1287356
1623
Four Concourse Pkwy, Ste. 250
Atlanta, GA  30328
(678) 461-3900
TCS Communications, LLC
Delaware
14-1856793
1623
2045 W. Union Ave., Bldg. E
Englewood, CO  80110
(303) 377-3800
Tesinc, LLC
Delaware
14-1856791
1623
6401 Harney Road, Suite A
Tampa, FL 33610
(813) 623-1233
Tesinc of California, Inc.
Delaware
61-1431612
1623
6401 Harney Road, Suite A
Tampa, FL  33610
(813) 623-1233
Triple-D Communications, LLC
Delaware
14-1856789
1623
3006 Park Central Avenue
Nicholasville, KY 40356
(859) 887-4683
U G T I
California
77-0181451
1623
Four Concourse Pkwy, Ste. 250
Atlanta, GA  30328
(678) 461-3900
Underground Specialties, LLC
Delaware
14-1856787
1623
33005 Roberts Court
Coburg, OR 97408
(541) 741-2211
UtiliQuest, LLC
Georgia
58-2379970
1623
Four Concourse Pkwy, Ste. 250
Atlanta, GA  30328
(678) 461-3900
White Mountain Cable Construction, LLC
Delaware
14-1856798
1623
2113 Dover Road
Epsom, NH 03234
(800) 233-7350

 
 

 
The information in this prospectus is not complete and may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is prohibited.
 
SUBJECT TO COMPLETION, DATED MARCH 24, 2011
 
PROSPECTUS
 
 
OFFER TO EXCHANGE

all outstanding unregistered 7.125% Senior Subordinated Notes due 2021
(CUSIP# 267482 AD9/U26725 AB4)
that were issued on January 21, 2011
($187,500,000 aggregate principal amount)

for

7.125% Senior Subordinated Notes due 2021
that have been registered under the Securities Act of 1933
($187,500,000 aggregate principal amount)

 Fully and unconditionally guaranteed
as to payment of principal and interest
by the guarantors

 TERMS OF THE EXCHANGE OFFER

This prospectus and accompanying letter of transmittal relate to the proposed offer by Dycom Investments, Inc., a Delaware corporation (the “Issuer”), to exchange up to $187,500,000 aggregate principal amount of 7.125% Senior Subordinated Notes due 2021, which are registered under the Securities Act of 1933, as amended, for any and all of its unregistered 7.125% Senior Subordinated Notes due 2021 that were issued on January 21, 2011.  The exchange notes are guaranteed on an unsecured senior subordinated basis as to payment of principal and interest by Dycom Industries, Inc., a Florida corporation, and its existing and future subsidiaries that guarantee any credit facility of Dycom Industries, Inc. (collectively, the “guarantors”).  The unregistered notes have certain transfer restrictions.  The exchange notes will be freely transferable.
 

 
·
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON         , 2011, UNLESS WE EXTEND THE OFFER.
 
 
·
Tenders of outstanding unregistered notes may be withdrawn at any time before 5:00 P.M. on the date the exchange offer expires.
 
 
·
All outstanding unregistered notes that are validly tendered and not validly withdrawn will be exchanged.
 
 
·
The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except they are registered under the Securities Act, do not have any transfer restrictions and do not have registration rights or rights to additional interest.
 
 
·
The exchange of unregistered notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.
 
 
·
Dycom Investments, Inc. will not receive any proceeds from the exchange offer.
 
 
·
The exchange notes will not be listed on any exchange.
 
Please see “Risk Factors” beginning on page 13 for a discussion of certain factors you should consider in connection with the exchange offer.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.
 
The date of this prospectus is       , 2011.

 
 


Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered note to be exchanged, together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively, you may affect a tender of unregistered notes by book-entry transfer into the exchange agent’s account at The Depository Trust Company (“DTC”). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called “The Exchange Offer” in this prospectus and in the accompanying letter of transmittal.
 
If you are a broker-dealer that receives exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes.  The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. You may use this prospectus, as we may amend or supplement it in the future, for your resales of exchange notes.  We will make this prospectus available to any broker-dealer for use in connection with any such resale for a period of 180 days after the date of consummation of this exchange offer.
 
TABLE OF CONTENTS
Page

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41
   
84
   
85
   
86
   
86
   
86

 
 
 

 
This prospectus incorporates important business and financial information that is not included in or delivered with this prospectus.  Information incorporated by reference is available without charge to holders of our unregistered 7.125% Senior Subordinated Notes due 2021 upon written or oral request to Dycom Industries, Inc., 11770 U.S. Highway 1, Suite 101, Palm Beach Gardens, Florida 33408, Attention:  Investor Relations, telephone number (561) 627-7171.
 
None of Dycom Industries, Inc., Dycom Investments, Inc. or the other guarantors have authorized anyone to provide you with any information or to make any representation other than as contained in this prospectus or that may be incorporated by reference into this prospectus. None of Dycom Industries, Inc., Dycom Investments, Inc. or any other guarantors take any responsibility for, or can provide any assurance as to the reliability of, any information others may give you. You should not assume that the information contained in this prospectus or that may be incorporated by reference into this prospectus is accurate as of any date other than the date on the front of this prospectus, or in the case of information that may be incorporated by reference into this prospectus, as of the date of such information, regardless of the time of delivery of this prospectus or any sale of the securities offered hereby.
 
Neither the Securities and Exchange Commission (the “SEC”), any state securities commission nor any other regulatory authority has approved or disapproved the securities offered hereby, nor have any of the foregoing authorities passed upon or endorsed the merits of this exchange offer or the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense. We are not making an offer of these securities in any state where the offer is not permitted.
 
In this prospectus, including the documents that may be incorporated by reference in this prospectus, we rely on and refer to information and statistics regarding our industry which are based on independent industry publications, government publications, reports by market research firms or other published independent sources. We obtained this market data from independent industry publications or other publicly available information. Certain information is based on estimates of management.  These estimates have been derived from our knowledge of our industry and the markets in which we compete, which we believe to be accurate.  Although we believe that these sources are reliable, we have not independently verified and do not guarantee the accuracy and completeness of this information.
 
This prospectus contains summaries of certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to holders of unregistered notes upon request to us. See “Where You Can Find Additional Information.”
 

In this prospectus, except as otherwise indicated, “Dycom,” “the Company,” “we,” “our,” and “us” refer to Dycom Industries, Inc., the parent company of the Issuer, and its consolidated subsidiaries, including the Issuer. References to the “Issuer” refer only to Dycom Investments, Inc., the Issuer of the exchange notes offered hereby. Our fiscal year ends on the last Saturday in July in each applicable year. References in this prospectus to “fiscal 2010,” “fiscal 2009,” “fiscal 2008,” “fiscal 2007” and “fiscal 2006” are to the fiscal years ended July 31, 2010, July 25, 2009, July 26, 2008, July 28, 2007 and July 29, 2006, respectively. Fiscal 2010 consisted of 53 weeks, with the fourth quarter having 14 weeks of operations, while fiscal 2009, 2008, 2007 and 2006 each consisted of 52 weeks.
 
References to our “credit agreement” mean our senior secured credit facility, dated June 4, 2010, as amended by Amendment No. 1, dated as of January 5, 2011, entered into by Dycom Industries, Inc. and guaranteed by certain of its subsidiaries, including the Issuer.  The credit agreement provides for a five-year, $225.0 million revolving credit facility that matures on June 4, 2015. As of January 29, 2011, there were zero borrowings outstanding under the revolving credit facility and letters of credit outstanding under the revolving credit facility totaling $40.0 million.  For a summary of certain of the terms of our credit agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011 and our Annual Report Form 10-K for the fiscal year ended July 31, 2010, each of which is incorporated by reference in this prospectus.
 

 
 
i

 
Whenever we refer in this prospectus to the 7.125% Senior Subordinated Notes due 2021, issued on January 21, 2011, we will refer to them as the “unregistered notes.” Whenever we refer in this prospectus to the registered 7.125% Senior Subordinated Notes due 2021 offered hereby, we will refer to them as the “exchange notes.” The unregistered notes and the exchange notes are collectively referred to as the “notes.”
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
ii


 PROSPECTUS SUMMARY
 
This prospectus summary highlights selected information regarding us and this exchange offer appearing elsewhere in this prospectus.  This summary is not complete and does not contain all of the information that may be important to you and that you should consider before tendering your unregistered notes for exchange notes pursuant to this exchange offer.  For a more complete understanding of this offering, you should carefully read this entire prospectus, including the section entitled “Risk Factors” and the documents incorporated by reference.
 
Our Company
 
Overview
 
We are a leading provider of specialty contracting services.  These services are provided throughout the United States and include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others. Additionally, we provide services on a limited basis in Canada.  For fiscal year 2010, we generated revenues of $988.6 million and income before income taxes of $10.7 million.  For the six months ended January 29, 2011, we generated revenues of $479.8 million and income before income taxes of $3.6 million.
 
We have established relationships with many leading telephone companies, cable television multiple system operators, and electric and gas utilities and others.  These companies include AT&T Inc. (“AT&T”), Comcast Corporation (“Comcast”), Verizon Communications Inc. (“Verizon”), CenturyLink, Inc. (“CenturyLink”), Time Warner Cable Inc. (“Time Warner Cable”), Charter Communications, Inc. (“Charter”), Windstream Corporation (“Windstream”), Cablevision Systems Corporation (“Cablevision”) and Qwest Communications International Inc. (“Qwest”).
 
A significant portion of our services are performed under master service agreements and other arrangements with customers that extend for periods of one or more years. As of January 29, 2011, we are party to approximately 200 of these agreements. During fiscal 2010 and the six months ended January 29, 2011, approximately 90.6% and 88.7%, respectively, of our total revenues were from multi-year master service agreements and other long-term contracts. For the fiscal year ended July 31, 2010, the percentage of our revenue by customer type from telecommunications, underground facility locating, and electric and gas utilities and other customers, was approximately 79.2%, 17.8%, and 3.0%, respectively. For the six months ended January 29, 2011, the percentage of our revenue by customer type from telecommunications, underground facility locating, and electric and gas utilities and other customers, was approximately 80.3%, 15.7% and 4.0%, respectively.
 
The specialty contracting services industry in which we operate is highly fragmented.  It consists of a large number of participants, including several large companies as well as a significant number of small, privately held, local competitors. We also face competition from the in-house service organizations of our existing or prospective customers, particularly telecommunications providers that employ personnel who perform some of the same services that we do.  The principal competitive factors for our services include geographic presence, breadth of service offerings, worker and general public safety, price, quality of service, and industry reputation. We believe that we compete favorably with our competitors on the basis of these factors.
 
Specialty Contracting Services
 
Engineering.  We provide outside plant engineers and drafters to telecommunication providers.  These personnel design aerial, underground and buried fiber optic, copper, and coaxial cable systems that extend from the telephone company central office, or cable operator headend, to the consumer’s home or business.  The engineering services we provide to telephone companies include:  the design of service area concept boxes, terminals, buried and aerial drops, transmission and central office equipment; the proper administration of feeder and distribution cable pairs; and fiber cable routing and design.  For cable television multiple system operators, we perform make-ready studies, strand mapping, field walk-out, computer-aided radio frequency design and drafting, and fiber cable routing and design. We obtain rights of way and permits in support of our engineering activities and those of our customers, and provide construction management and inspection personnel in conjunction with engineering services or on a stand-alone basis.
 
 
1

 
Construction, Maintenance, and Installation.  We place and splice fiber, copper, and coaxial cables.  In addition, we excavate trenches in which to place these cables; place related structures such as poles, anchors, conduits, manholes, cabinets and closures; place drop lines from main distribution lines to the consumer’s home or business; and maintain and remove these facilities.  These services are provided to both telephone companies and cable television multiple system operators in connection with the deployment of new networks and the expansion or maintenance of existing networks. For cable television multiple system operators, our services also include the installation and maintenance of customer premise equipment, including set top boxes and modems.
 
Premise Wiring.    Premise wiring services are provided to various corporations and state and local governments.  These services are predominantly limited to the installation, repair and maintenance of telecommunications infrastructure within improved structures.
 
Underground Facility Locating Services.    We provide underground facility locating services to a variety of utility companies, including telecommunication providers. Under various state laws, excavators are required, prior to excavating, to request from utility companies the location of their underground facilities in order to prevent utility network outages and to safeguard the general public from the consequences of damages to underground utilities. Utility companies are required to respond within specified time periods to these requests to mark underground and buried facilities. Our underground facility locating services include locating telephone, cable television, power, water, sewer, and gas lines for these utility companies.
 
Electric and Gas Utilities and Other Construction and Maintenance Services.    We perform construction and maintenance services for electric and gas utilities and other customers.  These services are performed primarily on a stand-alone basis.  For electric utilities we typically install and maintain overhead and underground power distribution lines.  In addition, we periodically provide these services for the combined projects of telecommunication providers and electric utility companies, primarily in joint trenching situations, in which services are being delivered to new housing subdivisions. We also maintain and install underground natural gas transmission and distribution systems for gas utilities.
 
Competitive Strengths
 
Strong Long-Term Customer Relationships.    We have developed and maintain strong, long-term relationships with many of our customers.  A significant number of these customer relationships span decades and are managed locally, regionally and at our customers’ corporate offices. We believe our customers value our broad range of services, the resources we are able to supply to support large and complex projects, the technical expertise of our personnel, and our ability to offer a high level of service across a broad geographic footprint. Our customers include leading telephone companies such as AT&T Inc., Verizon, CenturyLink, Windstream, Qwest, and Frontier Communications Corporation, as well as leading cable multiple system operators such as Comcast, Time Warner Cable, Charter, and Cablevision.  In addition, our decentralized operations create multiple points of contact with customers, numerous individual relationships and numerous contract opportunities per customer.
 
            Consistently Generate Positive Operating Cash Flow.    We have generated positive operating cash flow during each fiscal year in the last 15 fiscal years, including during the downturn in the telecommunications industry during fiscal 2001 through 2003 and the more recent economic slowdown during fiscal 2008 through the six months ended January 29, 2011.  The breadth and durability of our customer relationships is evidenced by the extensive number of multi-year master service and other long-term agreements we possess. We believe that this blue chip customer base contributed to our solid financial results even during cyclical downturns in the economy or in the telecommunications industry.
 
Solid Financial Strength.    Our significant financial resources enable us to compete aggressively for large, complex projects, and we believe that customers view our financial strength favorably. We use our financial strength and our strong operating cash flows to differentiate our capabilities from our competitors when bidding for large contracts with significant start-up costs. When granting contacts, large telecommunications and utility customers may assess whether a vendor has sufficient financial resources to complete the contracts. We believe that many smaller, privately held, local competitors, are constrained in bidding for large-scale projects and in their ability to meet the exacting demands of these customers. Additionally, in difficult economic times, many smaller competitors are not able to update and replace their existing fleet due to capital constraints. Further, many projects require performance bonding and our ability to significantly expand our bonding capacity differentiates us from our
 
 
2

 
competitors. Because of our record of generating positive operating cash flow and our conservative balance sheet, we are able to manage large projects with substantial ramp-up requirements that smaller, less financially stable competitors may be unable to undertake.
 
Scalable Operating Structure.    We maintain a scalable operating structure that provides us with the flexibility to adjust our customers’ spending patterns.  This flexibility allows us to maintain positive operating cash flows even during periods of lower demand for our services.  In fiscal 2010, labor and labor related costs and subcontractor costs comprised approximately 74% of our costs of earned revenues. To the extent we utilize subcontracted labor to meet the demand for our services; we achieve additional flexibility in our labor-related costs and can avoid making fixed investments in specialized capabilities or equipment.
 
Proven and Experienced Management Team.    Our management team has substantial industry experience. Steven Nielsen, our President and Chief Executive Officer, has over 25 years of experience in various capacities both in our industry and in other related utility construction industries. Timothy Estes, our Chief Operating Officer, has over 38 years of experience in the telecommunications industry.  In addition, members of our subsidiary management teams possess significant experience providing specialty contracting services.
 
Business Strategy
 
Capitalize on Long-Term Growth Drivers.    We are well positioned to benefit from increased demand for reliable video, voice, and data services. As telecommunications networks experience increased demand for services, our customers must expand the capacity and improve the performance of their existing networks and, in certain instances, deploy new networks.  This is increasingly important to our customers as the service offerings of the telephone and cable companies converge, with each offering reliable, competitively priced voice, video, and data services to consumers and businesses. Due to the declining cost and expanding capabilities of telecommunications equipment, telecommunications network operators are able to enhance their network infrastructure more cost effectively than in the past. Our customers’ networks are increasingly facing demands for greater capacity and reliability, which, in turn, increases the demand for our services.
 
            Selectively Increase Market Share.    We believe our reputation for high quality service and our ability to provide services nationally create opportunities for expanding our market share. Our decentralized operating structure and numerous points of contact within customer organizations position us favorably to win new opportunities with existing customers. Significant financial resources enable us to address larger opportunities which some of our relatively capital constrained competitors may be unable to perform.  However, we do not intend to increase market share by pursuing unprofitable work.
 
Pursue Disciplined Financial and Operating Strategies.    We manage the financial aspects of our business by centralizing certain activities which allow us to reduce costs through leveraging our scope and scale. Functions such as treasury, tax and risk management, the approval of capital equipment procurements, the design and purchase of employee benefit plans, as well as the review and promulgation of “best practices” in certain other aspects of our operations are centralized. Additionally, we invest in information technology and development efforts that are designed to support and to enhance our operating efficiency. We decentralize the recording and reporting of transactions necessary for timely operational decisions, which we believe secures greater accountability for business outcomes from our local decision makers. We also maintain a decentralized approach to marketing, operations, and ongoing customer service, empowering local managers to capture new business and execute contracts on a timely and cost-effective basis.  This approach enables us to utilize our capital resources effectively and efficiently, while retaining the organizational agility necessary to compete with our predominantly small, privately-held local competitors.
 
Pursue Selective Acquisitions.    We selectively pursue acquisitions when we believe doing so is operationally and financially beneficial, although we do not rely solely on acquisitions for growth.  In particular, we pursue those acquisitions that we believe will provide us with incremental revenue and geographic diversification while complementing our existing operations. We generally target companies for acquisition that have defensible leadership positions in their market niches, profitability which meets or exceeds industry averages, proven operating histories, sound management, and certain clearly identifiable cost synergies.
 
 
3

 
Recent Developments

On February 21, 2011 (the “Redemption Date”), the Issuer redeemed all $48.39 million aggregate principal amount of its 8.125% Senior Subordinated Notes due 2015 (the “Old Notes”) outstanding at a redemption price of 104.063% of the principal amount of the Old Notes redeemed, plus accrued and unpaid interest up to, but excluding, the Redemption Date.
 

 

 
Dycom Investments, Inc.
 
Dycom Investments, Inc., the Issuer of the exchange notes offered hereby, is a wholly-owned subsidiary of Dycom Industries, Inc.   Dycom Investments, Inc. has no independent operations other than as a holding company.  It was formed as a Delaware corporation in 2003.


 
Our and the Issuer’s principal executive offices are located at 11770 U.S. Highway 1, Suite 101, Palm Beach Gardens, Florida 33408 and our telephone number is (561) 627-7171. Our website is located at www.dycomind.com.  The information on or connected to this website is not part of this prospectus.

 
 
 
 
 
 
 
 
 
 
4

 
Summary of the Exchange Offer
 
On January 21, 2011, we issued $187.5 million aggregate principal amount of unregistered 7.125% Senior Subordinated Notes due 2021.  The unregistered notes are fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors on a joint and several basis.  On the same day, we and the initial purchasers of the unregistered notes entered into an exchange and registration rights agreement (the registration rights agreement) in which we agreed that you, as a holder of unregistered notes, would be entitled to exchange your unregistered notes for exchange notes registered under the Securities Act.  This exchange offer is intended to satisfy our obligations under the registration rights agreement.  After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to the notes.  The exchange notes will be our obligation and will be entitled to the benefits of the indenture relating to the notes.  The exchange notes will also be fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors on a joint and several basis.  The form and terms of the exchange notes are identical in all material respects to the form and terms of the unregistered notes, except that:
 
 
the exchange notes have been registered under the Securities Act and, therefore, will contain no restrictive legends;
 
 
the exchange notes will not have registration rights; and
 
 
the exchange notes will not have rights to additional interest.
 
For additional information on the terms of this exchange offer, see “The Exchange Offer.”
 
The Exchange Offer
We are offering to exchange any and all of our 7.125% Senior Subordinated Notes due 2021, which have been registered under the Securities Act, for any and all of our outstanding unregistered 7.125% Senior Subordinated Notes due 2021 that were issued on January 21, 2011.  As of the date of this prospectus, $187.5 million in aggregate principal amount of unregistered 7.125% Senior Subordinated Notes due 2021 are outstanding.
   
Expiration of the Exchange Offer
The exchange offer will expire at 5:00 P.M., New York City time, on                , 2011, unless we decide to extend the exchange offer.
   
Conditions of the Exchange Offer
We will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if any of the following conditions or events occurs:
 
 
the exchange offer or the making of any exchange by a holder of unregistered notes violates applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission (the “SEC”);
     
 
any action or proceeding shall have been instituted with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or
     
 
any laws, rules or regulations or applicable interpretations of the staff of the SEC are issued or promulgated which, in our good faith determination, do not permit us to effect the exchange offer.
     
 
We will give oral or written notice of any non-acceptance of the unregistered notes or of any amendment to or termination of the exchange offer to the registered holders of the unregistered notes promptly.  We reserve the right to waive any conditions of the exchange offer.
 
 
5

 
Resales of the Exchange Notes
Based on interpretative letters of the SEC staff to third parties unrelated to us, we believe that you can resell and transfer the exchange notes you receive pursuant to this exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
 
 
any exchange notes to be received by you will be acquired in the ordinary course of your business;
     
 
you are not engaged in, do not intend to engage in and have no arrangements or understandings with any person to participate in, the distribution of the unregistered notes or exchange notes;
     
 
you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of ours, or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
 
 
if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our “affiliates” to distribute the exchange notes; and
     
 
you are not acting on behalf of any person or entity that could not truthfully make these representations.
 
 
If you wish to participate in the exchange offer, you must represent to us in writing that these conditions have been met.
 
If you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes.  See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers.
   
   
Accrued Interest on the Exchange
Notes and Unregistered Notes
The exchange notes will accrue interest from and including January 21, 2011.  We will pay interest on the exchange notes semiannually in arrears on January 15 and July 15 of each year, commencing July 15, 2011.
 
Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date on which the unregistered notes were issued until the date of the issuance of the exchange notes.  Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.
   
Procedures for Tendering
Unregistered Notes
If you wish to participate in the exchange offer:
 
You must transmit a properly completed and signed letter of transmittal, and all other documents required by the letter of transmittal, to the exchange agent at the address set forth in
 
 
6

 
 
 
the letter of transmittal.  These materials must be received by the exchange agent before 5:00 P.M., New York City time, on        , 2011, the expiration date of the exchange offer.  You must also provide physical delivery of your unregistered notes to the exchange agent’s address as set forth in the letter of transmittal.  The letter of transmittal must also contain the representations you must make to us as described under “The Exchange Offer—Procedures for Tendering”; or
     
 
You may effect a tender of unregistered notes electronically by book-entry transfer into the exchange agent’s account at DTC.  By tendering the unregistered notes by book-entry transfer, you must agree to be bound by the terms of the letter of transmittal.
 
Special Procedures for Beneficial Owners
If you are a beneficial owner of unregistered notes that are held through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender such unregistered notes, you should contact the registered holder promptly and instruct them to tender your unregistered notes on your behalf.
   
Guaranteed Delivery Procedures
for Unregistered Notes
If you cannot meet the expiration deadline, or you cannot deliver on time your unregistered notes, the letter of transmittal or any other required documentation, or comply on time with DTC’s standard operating procedures for electronic tenders, you may tender your unregistered notes according to the guaranteed delivery procedures set forth under “The Exchange Offer—Guaranteed Delivery Procedures.”
   
Withdrawal Rights
You may withdraw the tender of your unregistered notes at any time prior to 5:00 P.M., New York City time, on          , 2011 the expiration date.
   
Consequences of Failure to Exchange
If you are eligible to participate in this exchange offer and you do not tender your unregistered notes as described in this prospectus, your unregistered notes will continue to be subject to transfer restrictions.  As a result of the transfer restrictions and the availability of exchange notes, the market for the unregistered notes is likely to be much less liquid than before this exchange offer.  The unregistered notes will, after this exchange offer, bear interest at the same rate as the exchange notes.
   
Certain U.S. Federal Income
Tax Considerations
The exchange of the unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.  See “Certain U.S. Federal Income Tax Considerations.”
   
Use of Proceeds
We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.
   
Exchange Agent for
Unregistered Notes
U.S. Bank National Association

 
7


Summary Description of the Exchange Notes
 
The following is a brief summary of certain terms of the exchange notes, the guarantees and the related indenture. Certain of the terms and conditions described below are subject to important limitations and exceptions.  For a more complete description of the terms of the exchange notes, the guarantees and the related indenture, see “Description of the Exchange Notes” contained elsewhere in this prospectus.
 
Issuer
Dycom Investments, Inc., a direct wholly owned subsidiary of Dycom Industries, Inc.
   
Exchange Notes
$187,500,000 aggregate principal amount of 7.125% senior subordinated notes due 2021.
   
Maturity Date
January 15, 2021.
   
Interest Payment Dates
January 15 and July 15, commencing July 15, 2011.
   
Guarantees
Dycom Industries, Inc., our parent company, and its existing and future subsidiaries that guarantee any credit facility of Dycom Industries, Inc. will also guarantee the exchange notes on an unsecured senior subordinated basis, which are referred to as the “subsidiary guarantors”. See “Description of the Exchange Notes—Note Guarantees.”
   
Ranking
The exchange notes will be the Issuer’s unsecured senior subordinated obligations and will:
 
 
rank junior to all of the Issuer’s existing and future senior indebtedness including borrowings under our credit agreement;
     
 
rank equally with the Issuer’s existing and future unsecured senior subordinated indebtedness;
     
 
rank senior to all of the Issuer’s future indebtedness expressly subordinated to the exchange notes; and
 
 
be effectively subordinated to all of the Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and to the liabilities of any subsidiaries that do not guarantee the exchange notes.
 
 
Similarly, the guarantees of the exchange notes will:
     
 
rank junior to all of the existing and future senior indebtedness of such guarantors, which will include the obligations of Dycom Industries, Inc. and the subsidiary guarantees under the credit agreement;
     
 
rank equally with the existing and future unsecured senior subordinated indebtedness of such guarantors;
     
 
rank senior to all of the existing and future indebtedness of such guarantors expressly subordinated to the guarantees; and
 
 
be effectively subordinated to all of the existing and future secured indebtedness of such guarantors to the extent of the
 
 
8

 
 
 
value of the assets securing such indebtedness.
 
 
As of January 29, 2011, the Issuer, Dycom Industries, Inc., and the subsidiary guarantors had approximately $236.5 million of indebtedness outstanding, of which none would have been senior debt.  Of this amount, $48.4 million was repaid in February 2011 pursuant to the redemption of our remaining 8.125% senior subordinated notes due 2015.  In addition, we had $225.0 million of undrawn commitments under our credit agreement, of which approximately $114.6 million would have been available for borrowing due to financial covenants and other restrictions contained in the credit agreement and after taking into account approximately $40.0 million of outstanding letters of credit. See “Description of the Exchange Notes—Brief Description of the Notes and the Note Guarantees.”
   
Optional Redemption
On or before January 15, 2014, the Issuer may redeem up to 35% of the aggregate principal amount of the exchange notes with the net proceeds of certain equity offerings of Dycom Industries, Inc. at 107.125% of the principal amount thereof, if at least 65% of the aggregate principal amount of the exchange notes issued under the indenture remains outstanding. See “Description of the Exchange Notes—Optional Redemption.”
 
In addition, at any time prior to January 15, 2016, the Issuer may redeem the exchange notes, in whole or in part, at its option, at a redemption price equal to 100% of their principal amount plus a “make-whole premium” as of the date of redemption. See “Description of the Exchange Notes—Optional Redemption.”
 
On or after January 15, 2016, the Issuer may redeem some or all of the exchange notes at any time at the redemption prices set forth in the section “Description of the Exchange Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.
   
Change of Control
Upon certain change of control events of Dycom Industries, Inc., each holder of exchange notes may require the Issuer to purchase all or a portion of such holder’s exchange notes at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control” and the definition of “Change of Control” under “Description of the Exchange Notes.” See also “Risk Factors—Risks Related to this exchange offer and the Notes—The Issuer may not have the ability to raise funds necessary to finance a change of control offer, however required by the indenture governing the exchange notes.”
   
Certain Covenants
The indenture governing the notes will contain covenants that, among other things, will limit the ability of Dycom Industries, Inc., and the ability of certain of Dycom Industries, Inc.’s subsidiaries, including the Issuer, to:
 
 
pay dividends on, redeem or repurchase capital stock;
     
 
make investments;
     
 
incur indebtedness; and
 
 
9

 
 
consolidate, merge or transfer all or substantially all of Dycom Industries, Inc.’s or the Issuer’s assets.
 
 
Certain of these covenants will cease to be in effect if the exchange notes are rated “investment grade,” as defined in the indenture.
 
These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Exchange Notes” in this prospectus.
   
Trustee
U.S. Bank National Association
   
Listing
The exchange notes will not be listed on an exchange.
   
Use of Proceeds
We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.
   
Certain U.S. Federal Income
Tax Considerations
The exchange of the unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.  See “Certain U.S. Federal Income Tax Considerations.”
   
Risk Factors
See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in the exchange notes, in addition to the factors affecting forward-looking statements and other information included in or incorporated by reference into this prospectus.
 
 
 
 
 
 
 
 
 
 
10

 
Summary Consolidated Financial Information
 
 
The following tables set forth our summary selected consolidated financial information for the periods indicated.  The consolidated statements of operations data for each of the three years ended July 31, 2010, July 25, 2009 and July 26, 2008, which are referred to as “fiscal 2010,” “fiscal 2009” and “fiscal 2008,” respectively, and the consolidated balance sheet data as of July 31, 2010 and July 25, 2009 are derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2010, which is incorporated by reference in this prospectus.  The consolidated statements of operations data for the six months ended January 29, 2011 and January 23, 2010 and the consolidated balance sheet data as of January 29, 2011 are derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011, which is incorporated by reference in this prospectus.  The consolidated balance sheet data as of January 23, 2010 is derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 23, 2010, which is not incorporated by reference in this prospectus.  We use a fiscal year ending on the last Saturday in July. Fiscal 2010 consisted of 53 weeks, while fiscal 2009 and fiscal 2008 each consisted of 52 weeks. Our unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and, in the opinion of our management, include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the financial position and results of operations for such periods.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any future period as a result of seasonal and other factors. Historical results are not necessarily indicative of future results.
 
You should read the summary historical consolidated financial information in conjunction with “Selected Consolidated Financial Information” appearing elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011 and our Annual Report Form 10-K for the fiscal year ended July 31, 2010, each of which is incorporated by reference in this prospectus.
 
   
Six Months Ended
   
Fiscal Year Ended
 
   
January 29,
2011(1)
   
January 23,
2010(2)
   
July 31,
2010(2)
   
July 25,
2009(3)
   
July 26,
2008(4)
 
   
(dollars in thousands)
 
Consolidated Statements of Operations Data:
                             
Revenues:
                             
Contract revenues
  $ 479,787     $ 475,447     $ 988,623     $ 1,106,900     $ 1,229,956  
Expenses:
                                       
Costs of earned revenues, excluding depreciation and amortization
    390,943       390,908       810,064       894,885       1,011,219  
General and administrative(5)
    44,660       47,401       98,140       98,732       98,942  
Depreciation and amortization
    31,403       30,707       63,607       65,435       67,288  
Goodwill impairment charge
                      94,429       9,672  
Total
    467,006       469,016       971,811       1,153,481       1,187,121  
Interest income
    63       58       97       261       691  
Interest expense
    (7,481 )     (7,084 )     (14,272 )     (14,743 )     (13,096 )
Loss on debt extinguishment
    (5,738 )                        
Other income, net
    3,964       2,008       8,093       6,564       7,154  
Income (loss) from continuing operations before income taxes
    3,589       1,413       10,730       (54,499 )     37,584  
Provision (benefit) for income taxes
    1,936       1,855       4,881       (1,405 )     13,180  
Income (loss) from continuing operations
    1,653       (442 )     5,849       (53,094 )     24,404  
Loss from discontinued operations, net of tax
                      (86 )     (2,726 )
Net income (loss)
  $ 1,653     $ (442 )   $ 5,849     $ (53,180 )   $ 21,678  
                                         
Other Financial Data:
                                       
Ratio of earnings to fixed charges(6)
    1.3 x     1.1 x     1.5 x           2.8 x

 
11


   
As of
 
   
January 29,
2011
   
January 23,
2010
   
July 31,
2010
   
July 25,
2009
   
July 26,
2008
 
   
(dollars in thousands)
 
Balance Sheet Data:
                             
Cash and equivalents
  $ 161,003     $ 135,928     $ 103,320     $ 104,707     $ 22,068  
Total assets
  $ 741,686     $ 679,809     $ 679,556     $ 693,457     $ 801,272  
Total long-term debt
  $ 187,666     $ 135,350     $ 135,350     $ 135,377     $ 151,049  
Total stockholders’ equity
  $ 364,124     $ 391,018     $ 394,555     $ 390,623     $ 444,093  

_________
(1)
Includes the results of Communication Services, LLC (acquired November 2010) and NeoCom Solutions, Inc. (acquired December 2010) since their respective acquisition dates.  Additionally, during the six months ended January 29, 2011, we recognized a $5.7 million loss on debt extinguishment for the tender premium, professional fees, and write off of debt issuance costs related to our purchase of $86.96 million of 8.125% senior subordinated notes due 2015 pursuant to our cash tender offer for any and all of such notes.

(2)
During the first quarter of fiscal 2010, we recognized a non cash income tax charge of $1.1 million for a valuation allowance on a deferred tax asset associated with an investment that became impaired for tax purposes.

(3)
During fiscal 2009, we recognized a goodwill impairment charge of $94.4 million that included impairments at the following reporting units:  Broadband Installation Services (formerly Cable Express and now known as Broadband Express) for $14.8 million, C-2 Utility Contractors for $9.2 million, Ervin Cable Construction for $15.7 million, Nichols Construction for $2.0 million, Stevens Communications for $2.4 million and UtiliQuest for $50.5 million.  This impairment charge was a result of an interim impairment test of goodwill.

(4)
During fiscal 2008, we incurred charges of approximately $8.2 million for amounts to be paid to current and former employees of our UtiliQuest, S.T.S., and Locating subsidiaries in connection with the settlement of litigation and charges of approximately $1.2 million in discontinued operations for the settlement of litigation at our Apex Digital, LLC subsidiary. Fiscal 2008 results also include goodwill impairment charges of $5.9 million and $3.8 million related to our Stevens Communications reporting unit and our Nichols Construction reporting unit, respectively, as a result of our annual assessment of goodwill.

(5)
Includes stock based compensation expense of $1.8 million, $1.7 million, $3.4 million, $3.9 million, and $5.2 million for the six months ended January 29, 2011 and January 23, 2010, fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

(6)
For the purposes of determining the ratio of earnings to fixed charges, earnings are defined as pretax income from operations plus fixed charges.  Fixed charges consist of interest expense, amortization of debt issuance costs and an estimate of interest within rental expense.  The ratio of earnings to fixed charges was less than one-to-one for fiscal 2009 and earnings were insufficient to cover fixed charges by $76.4 million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
12

 
RISK FACTORS
 
You should carefully consider the risk factors set forth below as well as the other information contained in, including the information incorporated by reference into, this prospectus before purchasing the exchange notes offered pursuant to this prospectus.  The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations.  Any of the following risks could materially adversely affect our business, financial condition or results of operations.  In such case, the trading price of the exchange notes could decline, the Issuer and the guarantors may not be able to make payments of interest and principal on the exchange notes and you may lose all or part of your original investment.
 
Risks Relating to Our Business
 
 
The economic downturn and challenges in the financial and credit markets may adversely impact our customers’ future spending.
 
The duration of the current economic weakness and the impact that it will have on our customers remain uncertain.  The economic slowdown, when combined with developments in the financial and credit markets, has created a challenging business environment for us and our customers. Slowing economic growth may adversely impact the demand for our services and potentially result in the delay or cancellation of projects by our customers.  This makes it difficult to estimate our customers’ requirements for our services and adds uncertainty to the determination of our backlog. Our customers generally finance their projects through cash flow from operations, the incurrence of debt or the issuance of equity. As a result, volatility in the credit and equity markets could reduce the availability of debt or equity financing of our customers.  This may result in a reduction in our customers’ spending for our services, which could have an adverse effect on our operations.
 
Demand for our services is cyclical and vulnerable to downturns affecting the industries we serve.
 
Demand for our services by telecommunications customers has been, and will likely continue to be, cyclical in nature and vulnerable to downturns in the economy and telecommunications industry.  In fiscal 2010, our telecommunications customers accounted for over 79.2% of our revenues. Fiscal 2009 and fiscal 2010 results were impacted by customer reductions in near term spending plans and a slow growth environment may continue during fiscal 2011. During times of economic slowdown, our customers often reduce their capital expenditures and defer or cancel pending projects. Our underground facility locating services are required prior to underground excavation, which is dependent in part on construction activity, and accordingly, are influenced by the level of overall economic activity. As a result of the foregoing, demand for our services may decline during periods of economic downturns and could adversely affect our operations, cash flows and liquidity.
 
We derive a significant portion of our revenues from master service agreements which may be cancelled by our customers upon notice or which we may be unable to renew on negotiated terms.
 
During fiscal 2010, we derived approximately 76.0% of our revenues from master service agreements. By their terms, the majority of these contracts may be cancelled by our customers upon notice, even if we are not in default, and our customers generally have no obligation to assign a specific amount of work to us under these agreements. Consequently, projected expenditures by customers are not assured until a definitive work order is placed and completed. At times, we have been able to renew or extend some of our master service agreements on negotiated terms rather than through a competitive bidding process.  However, our customers do often require competitive bidding of these contracts. As a result of competitive bidding, we could be underbid by our competitors or required to lower the price charged under the contract being rebid.  The loss of work obtained through master service agreements or the reduced profitability of such work could adversely affect our results of operations, cash flows and liquidity.
 
The industries we serve have experienced and may continue to experience rapid technological, structural and competitive changes that could reduce the need for our services and adversely affect our revenues.
 
The telecommunications industry is characterized by rapid technological change, intense competition and changing consumer needs. We generate a significant portion of our revenues from customers in the telecommunications industry. New technologies, or upgrades to existing technologies by customers, could reduce
 
 
13

 
the need for our services and adversely affect our revenues and profitability. New, developing, or existing services, such as wireless applications, could displace the wireline systems we install and that are used by our customers to deliver services to consumers and businesses.  In addition, improvements in existing technology may allow telecommunication companies to improve their networks without physically upgrading them. Reduced demand for our services or a loss of a significant customer could adversely affect our results of operations, cash flows and liquidity.
 
We derive a significant portion of our revenues from a limited number of customers, and the loss of one or more of these customers could adversely impact our revenues and profitability.
 
Our customer base is highly concentrated, with our top five customers accounting for approximately 64% of our total revenues in each of fiscal 2010, fiscal 2009 and fiscal 2008 and approximately 62% of our total revenues during the six months ended January 29, 2011.  Our revenue may significantly decline if we were to lose one or more of our significant customers.  In addition, revenues under our contracts with significant customers may vary from period-to-period depending on the timing and volume of work which those customers order or perform with their in-house service organizations. Additionally, consolidations, mergers and acquisitions in the telecommunications industry have occurred in the past and may occur in the future.  The consolidation, merger or acquisition of an existing customer may result in a change in procurement strategies by the surviving entity. Reduced demand for our services or a change in procurement strategy of a significant customer could adversely affect our results of operations, cash flows and liquidity.
 
The specialty contracting services industry in which we operate is highly competitive.
 
We compete with other independent contractors, including numerous small, owner-operated private companies, as well as several companies that may have financial, technical and marketing resources that exceed our own. Relatively few barriers to entry exist in the markets in which we operate and, as a result, any organization with adequate financial resources and access to technical expertise may become a competitor. Our competitors may develop the expertise, experience and resources to provide services that are equal or superior in both price and quality to our services, and we may not be able to maintain or enhance our competitive position. We may also face competition from the in-house service organizations of our customers whose personnel perform some of the same services that we provide.  Although our customers currently outsource a significant portion of these services to us and our industry competitors, we can offer no assurance that our existing or prospective customers will continue to outsource specialty contracting services in the future.
 
Our financial results are based on estimates and assumptions that may differ from actual results.
 
In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States, a number of estimates and assumptions are made by management that affect the amounts reported in the financial statements.  These estimates and assumptions must be made because certain information that is used in the preparation of our financial statements is either dependent on future events or cannot be calculated with a high degree of precision from data available.  In some cases, these estimates are particularly uncertain and we must exercise significant judgment. Estimates are primarily used in our assessment of the recognition of revenue for costs and estimated earnings in excess of billings, the fair value of goodwill, the assessment of impairment of intangibles and other long-lived assets, income taxes, accrued insurance claims, asset lives used in computing depreciation and amortization, allowance for doubtful accounts, stock-based compensation expense for performance-based stock awards, and accruals for contingencies, including legal matters. At the time they are made, we believe that such estimates are fair when considered in conjunction with the consolidated financial position and results of operations taken as a whole.  However, actual results could differ from those estimates and such differences may be material to the financial statements.
 
Our profitability is based on our ability to deliver our services within the estimated costs used to establish the pricing of our contracts.
 
We recognize revenues under the percentage of completion method of accounting using the units-of-delivery or cost-to-cost measures.  A significant majority of our contracts are based on units-of-delivery and revenue is recognized as each unit is completed. As the price for each of the units is fixed by the contract, our profitability could decline if our actual cost to complete each unit exceeds our original estimates. Revenues from contracts using the cost-to-cost measures of completion are recognized based on the ratio of contract costs incurred to date to total
 
 
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estimated contract costs. Application of the percentage of completion method of accounting requires that our management estimate the costs to be incurred by us in performing the contract. Our process for estimating costs is based upon the professional knowledge and experience of our project managers and financial professionals.  However, any changes in original estimates, or the assumptions underpinning such estimates, may result in revisions to costs and income and their effects would be recognized in the period in which such revisions are determined.  These changes could result in the reduction or elimination of previously reported profits, which could adversely affect our results of operations, cash flows and liquidity.
 
We possess a significant amount of accounts receivable and costs and estimated earnings in excess of billings assets.
 
We extend credit to our customers as a result of performing work under contract prior to billing our customers for that work.  These customers include telephone companies, cable television multiple system operators, and gas and electric utilities and others. At January 29, 2011, we had net accounts receivable of $95.5 million and costs and estimated earnings in excess of billings of $55.8 million. We periodically assess the credit risk of our customers and continuously monitor the timeliness of payments. Slowdowns in the industries we serve may impair the financial condition of one or more of our customers and hinder their ability to pay us on a timely basis or at all. Further bankruptcies or financial difficulties within the telecommunications sector could hinder the ability of our customers to pay us on a timely basis or at all, reducing our cash flows and adversely impacting our liquidity and profitability. Additionally, we could incur losses in excess of current bad debt allowances.
 
We retain the risk of loss for certain insurance related liabilities, which leaves us exposed to higher than expected claims.
 
We retain the risk of loss, up to certain limits, for claims related to automobile liability, general liability, workers’ compensation, employee group health, and locate damages. We estimate and develop our accrual for these claims based on facts, circumstances and historical evidence.  However, the estimate for accrued insurance claims remains subject to uncertainty as it depends in part on factors that cannot be known with precision.  These factors include the frequency of future claims, the payment pattern of claims which have been incurred, changes in the medical condition of claimants, and other factors such as inflation, tort reform or other legislative changes, unfavorable jury decisions and court interpretations. Should a greater number of claims occur compared to what we have estimated, or should the dollar amount of actual claims exceed what we have anticipated, our recorded reserves may not be sufficient, and we could incur substantial additional unanticipated charges. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Accrued Insurance Claims” and Note 8 of the notes to our unaudited condensed consolidated financial statements for the six months ended January 29, 2011 included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011 and Note 8 of the notes to our fiscal 2010 audited consolidated financial statements included in our Annual Report Form 10-K for the fiscal year ended July 31, 2010, each of which is incorporated by reference in this prospectus.
 
Our backlog is subject to reduction and/or cancellation.
 
Our backlog consists of the uncompleted portion of services to be performed under job-specific contracts and the estimated value of future services that we expect to provide under master service agreements and other long-term requirements contracts. Many of our contracts are multi-year agreements, and we include in our backlog the amount of services projected to be performed over the terms of the contracts based on our historical experience with customers and, more generally our experience in procurements of this type.  In many instances, our customers are not contractually committed to procure specific volumes of services under a contract. Our estimates of a customer’s requirements during a particular future period may not prove to be accurate, particularly in light of the current economic conditions and the uncertainty that imposes on changes in our customer’s requirements for our services.  If our estimated backlog is significantly inaccurate or does not result in future profits, this could adversely affect our future growth and the price of our common stock.
 
We may incur impairment charges on goodwill or other intangible assets.
 
We account for goodwill in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other (“ASC Topic 350”). Our reporting units and related indefinite-lived intangible assets are tested annually during the fourth fiscal quarter of each year in
 
 
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order to determine whether their carrying value exceeds their fair value.  In addition, they are tested on an interim basis if an event occurs or circumstances change between annual tests that would more likely than not reduce their fair value below carrying value.  If we determine the fair value of the goodwill or other indefinite-lived intangible assets is less than their carrying value as a result of the tests, an impairment loss is recognized.  Any such write-down could adversely affect our results of operations. As a result of our interim impairment analysis during the second quarter of fiscal 2009, we recognized a non-cash charge of $94.4 million.  The fiscal 2009 interim impairment charge included impairments at the following reporting units:  Broadband Installation Services for $14.8 million, C-2 Utility Contractors for $9.2 million, Ervin Cable Construction for $15.7 million, Nichols Construction for $2.0 million, Stevens Communications for $2.4 million, and UtiliQuest for $50.5 million. As the result of our annual impairment test of goodwill in fiscal 2008, we recognized non-cash charges of approximately $5.9 million related to our Stevens Communications reporting unit and approximately $3.8 million related to our Nichols Construction reporting unit. Additionally, in fiscal 2005 and 2006, we recognized non-cash charges of approximately $29.0 million related to our White Mountain Cable Construction reporting unit and $14.8 million related to our Can-Am Communications, Inc. reporting unit, respectively.  The impairment charges reduced the carrying value of goodwill related to these reporting units.
 
Our goodwill resides in multiple reporting units.  The profitability of individual reporting units may suffer periodically from downturns in customer demand and other factors resulting from the cyclical nature of our business, the high level of competition existing within our industry, the concentration of our revenues within a limited number of customers, and the level of overall economic activity. Individual reporting units may be relatively more impacted by these factors than the company as a whole. Specifically, during times of economic slowdown, our customers may reduce their capital expenditures and defer or cancel pending projects. As a result, demand for the services of one or more of the reporting units could decline which could adversely affect our operations, cash flow, and liquidity and could result in an impairment of goodwill or intangible assets.
 
We may be subject to periodic litigation and regulatory proceedings, including Fair Labor Standards Act and state wage and hour class action lawsuits, which may adversely affect our business and financial performance.
 
From time to time, we may be involved in lawsuits and regulatory actions, including class action lawsuits, that are brought or threatened against us for alleged violations of the Fair Labor Standards Act (the “FLSA”) and state wage and hour laws. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings.  The ultimate resolution of these matters through settlement, mediation or court judgment could have a material adverse impact on our financial condition, results of operations, and cash flows.  In addition, regardless of the outcome, these proceedings could result in substantial cost and may require us to devote substantial resources to defend ourselves.  For a description of current legal proceedings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings” and Note 16 of the notes to our unaudited condensed consolidated financial statements for the six months ended January 29, 2011 included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011 and Note 18 of the notes to our fiscal 2010 audited consolidated financial statements included in our Annual Report Form 10-K for the fiscal year ended July 31, 2010, each of which is incorporated by reference in this prospectus.
 
The loss of certain key managers could adversely affect our business.
 
We depend on the services of our executive officers and the senior management of our subsidiaries. Our senior management team has many years of experience in our industry, and the loss of any one of them could negatively affect our ability to execute our business strategy.  Although we have entered into employment agreements with our executive officers and certain other key employees, we cannot guarantee that any of these or other key management personnel will remain employed by us for any length of time.  The loss of key management could adversely affect the management of our operations. We do not carry significant “key-person” life insurance on any of our employees.
 
Our business is labor intensive, and we may be unable to attract and retain qualified employees.
 
Our ability to maintain our productivity and profitability is limited by our ability to employ, train and retain the skilled personnel necessary to operate our business. We cannot be certain that we will be able to maintain the skilled labor force necessary to operate efficiently and support our growth strategy. Our ability to do so depends on a
 
 
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number of factors such as general rates of employment, competitive demands for employees having the skills we need and the level of compensation required to hire and retain qualified employees.  In addition, we cannot be certain that our labor expenses will not increase as a result of shortages in the supply of these skilled personnel. As a result, our ability to maintain our productivity and profitability may be affected if we are unable to hire qualified employees and manage labor costs to retain employees.
 
We may be unable to secure sufficient subcontractors to fulfill our obligations, or our subcontractors may fail to satisfy their obligations.
 
We utilize subcontractors to complete work on a portion of our projects. We may be unable to secure the subcontractors necessary to perform work under a contract, thereby causing delay or increasing the cost of completing the work.  In addition, we may have disputes with these subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor.  Any of these factors could adversely affect the quality of our service, our ability to perform under certain contracts and the relationship with our customers, which could have an adverse effect on our results of operations, cash flows and liquidity.
 
Higher fuel prices may increase our cost of doing business, and we may not be able to pass along added costs to customers.
 
Fuel prices fluctuate based on events outside of our control. Most of our contracts do not allow us to adjust our pricing for higher fuel costs during a contract term and we may be unable to secure price increases when renewing or bidding contracts to compensate us for rising costs. As a result, higher fuel costs may negatively impact our financial condition and results of operations.  Although we may hedge our anticipated fuel purchases with the use of financial instruments, underlying commodity costs have been volatile in recent periods. Accordingly, there can be no assurance that, at any given time, we will have financial instruments in place to hedge against the impact of increased fuel costs. To the extent we enter into hedge transactions, declines in fuel prices below the levels established in the financial instruments may require us to make payments which could have an adverse impact on our financial condition and results of operations.
 
Our results of operations fluctuate seasonally.
 
Our revenues are affected by seasonality since a significant portion of the work we perform is outdoors. Consequently, our operations are impacted by extended periods of inclement weather. Generally, inclement weather is more likely to occur during the winter season which falls during our second and third fiscal quarters. Also, a disproportionate percentage of total paid holidays fall within our second quarter, which decreases the number of available workdays. Additionally, our customer premise equipment installation activities for cable providers historically decrease around calendar year end holidays as their customers generally require less activity during this period. As a result, we may experience reduced revenue in the second or third quarters of our fiscal years.
 
We may be unable to generate internal growth.
 
Our internal growth may be affected by, among other factors, our ability to offer valuable services to existing customers, attract new customers, and hire and retain qualified employees or subcontractors. Many of the factors affecting our ability to generate internal growth may be beyond our control, such as the capital budgets of our customers and the availability of qualified employees. Should one or more of these factors occur, we may not be able to achieve internal growth, expand our operations or grow our business.
 
Failure to integrate future acquisitions successfully could adversely affect our business and results of operations.
 
As part of our growth strategy, we may acquire companies that expand, complement, or diversify our business. We regularly review various opportunities and periodically engage in discussions regarding possible acquisitions. Future acquisitions may expose us to operational challenges and risks, including the diversion of management’s attention from our existing business, the failure to retain key personnel or customers of an acquired business, the assumption of unknown liabilities of the acquired business for which there are inadequate reserves and the potential impairment of acquired intangible assets. Our ability to sustain our growth and maintain our competitive position may be affected by our ability to successfully integrate any businesses acquired.
 
 
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Unanticipated changes in our tax rates or exposure to additional income tax and other tax liabilities could affect our profitability.
 
We are subject to income taxes in many different jurisdictions of the United States and Canada and certain of our tax liabilities are subject to the apportionment of income to different jurisdictions. Our effective tax rates could be adversely affected by changes in the mix of earnings in locations with differing tax rates, the valuation of deferred tax assets and liabilities, or tax laws. An increase to our effective tax rate could reduce our profitability.  In addition, the amount of income and other taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a governing tax authority could affect our profitability.
 
The notes and the credit agreement impose restrictions on us which may prevent us from engaging in beneficial transactions.
 
The indenture governing the notes contains covenants that restrict our ability to, among other things:  make certain payments, including the payment of dividends; redeem or repurchase our capital stock; incur additional indebtedness and issue preferred stock; make investments or create liens; enter into sale and leaseback transactions; merge or consolidate with another entity; sell certain assets; and enter into transactions with affiliates.
 
Our credit agreement has an expiration date of June 4, 2015 and provides for a maximum borrowing of $225.0 million, including a sublimit of $100.0 million for the issuance of letters of credit.  The credit agreement requires us to:  (i) maintain a consolidated leverage ratio of not greater than 3.00 to 1.00, as measured at the end of each fiscal quarter and (ii) maintain a consolidated interest coverage ratio of not less than 2.75 to 1.00 for fiscal quarters ending July 31, 2010 through April 28, 2012 and not less than 3.00 to 1.00 for the fiscal quarter ending July 28, 2012 and each fiscal quarter thereafter, as measured at the end of each fiscal quarter.  The credit agreement also contains certain affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, disposition of assets, sale-leaseback transactions, transactions with affiliates and capital expenditures.  A default under our credit agreement or the indenture governing the notes could result in the acceleration of our obligations under either or both of those agreements as a result of cross acceleration and cross default provisions.  In addition, these covenants may prevent us from engaging in transactions that benefit us, including responding to changing business and economic conditions or securing additional financing, if needed.
 
Many of our telecommunications customers are highly regulated and the addition of new regulations or changes to existing regulations may adversely impact their demand for and the profitability of our specialty contracting service.
 
Many of our telecommunications customers are regulated by the Federal Communications Commission (“FCC”).  The FCC may alter the application of its regulations to telecommunication companies from the way such regulations are currently applied and may further impose additional regulations.  If existing or new regulations have an adverse affect on our telecommunications customers and adversely impact the profitability of the services they provide, our customers may reduce expenditures for our specialty contracting services.
 
Legislative actions and initiatives relating to telecommunications may not result in an increase in demand for our services.
 
The American Recovery and Reinvestment Act of 2009 (“ARRA”) originally allocated $7.2 billion in funding to accelerate broadband deployment in rural areas of the country that have been without high-speed infrastructure.  However, we cannot predict the actual benefits to us from the implementation of ARRA programs.  For example, significant additional contracts resulting from investments for rural broadband deployment under the ARRA may not be awarded to us.
 
We may incur liabilities or suffer negative financial impacts relating to occupational health and safety matters.
 
Our operations are subject to stringent laws and regulations governing workplace safety. Our workers frequently operate heavy machinery and work with high voltage lines. As such, they are subject to potential injury to themselves or others in the vicinity of work being performed.  If any of our workers or any other persons are injured or killed in the course of our operations, we could be found to have violated relevant safety regulations, which could
 
 
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result in a fine or, in extreme cases, criminal sanction.  In addition, if our safety record were to substantially deteriorate over time, customers could decide to cancel our contracts and or not award us future business.
 
Our failure to comply with environmental laws could result in significant liabilities.
 
Our operations consist, in part, of work performed underground. As a result, we are potentially subject to material liabilities related to encountering underground objects which may cause the release of hazardous materials or substances.  The environmental laws and regulations that relate to our business include those regarding the removal and remediation of hazardous substances and waste.  These laws and regulations can impose significant fines and criminal sanctions for violations. Costs associated with the discharge of hazardous materials or substances may include clean-up costs and related damages or liabilities.  These costs could be significant and could adversely affect our results of operations and cash flows.
 
In addition, new laws and regulations, changed enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks, or the imposition of new clean-up requirements could require us to incur significant costs or become the basis for new or increased liabilities that could harm our financial condition and results of operations.
 
We may not have access in the future to sufficient funding to finance desired growth.
 
Using cash for acquisitions may limit our financial flexibility and make us more likely to seek additional capital through future debt or equity financings. Our existing debt agreements contain significant restrictions on our operational and financial flexibility, including our ability to incur additional debt, and if we seek more debt we may be required to agree to additional covenants that limit our operational and financial flexibility.  If we seek additional debt or equity financings, we cannot be certain that additional debt or equity will be available to us on terms acceptable to us or at all.
 
Our capital expenditures may fluctuate as a result of changes in business requirements.
 
Our anticipated capital expenditure requirements may vary from time to time as a result of changes in our business requirements. An increase in capital expenditures will use cash flow and may increase our borrowing costs if cash for capital expenditures is not available from operations.
 
            Increases in our health insurance costs could adversely impact our results of operations and cash flows.
 
The costs of employee health care insurance have been increasing in recent years due to rising health care costs, legislative changes, and general economic conditions. Additionally, we may incur additional costs as a result of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Laws”) that were signed into law in March 2010.  A continued rise in health care costs or additional costs as a result of the Health Care Reform Laws could have a negative impact on our financial position and results of operations.

Risks Relating to the Exchange Notes
 
 
Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.
 
We have a significant amount of indebtedness. As of January 29, 2011, we had approximately $236.5 million of indebtedness outstanding, of which none would have been senior debt.  In addition, we had $225.0 million of undrawn commitments under our credit agreement, of which approximately $114.6 million would be available for borrowing due to financial covenants and other restrictions contained in the credit agreement and after taking into account approximately $40.0 million of outstanding letters of credit. Our ratio of earnings to fixed charges were 1.5x for fiscal 2010 and 1.3x for the six months ended January 29, 2011.
 
Our indebtedness could have important consequences to you.  For example, it could:
 
 
make it more difficult for us to satisfy our obligations with respect to the notes;
 
 
increase our vulnerability to general adverse economic and industry conditions;
 
 
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
 
 
limit our flexibility in planning for, or reacting to, changes in our business and changes in the industries we serve and the industry in which we operate;
 
 
limit our ability to make strategic acquisitions or cause us to make non-strategic divestitures;
 
 
place us at a competitive disadvantage compared to our competitors that have less debt; and
 
 
limit our ability to borrow additional funds for working capital, capital expenditures and general corporate and other purposes.
 
In addition, the indenture for the notes contain, and our credit agreement contains, financial and other restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.
 
Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt.  This could further exacerbate the risks associated with our existing indebtedness.
 
We and our subsidiaries may be able to incur substantial additional indebtedness in the future.  The terms of the indenture do not fully prohibit us or our subsidiaries from doing so. As of January 29, 2011, our credit agreement would permit additional borrowing of up to $114.6 million after completion of this exchange offer and all of those borrowings would rank senior to the exchange notes and the guarantees.  If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.
 
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
 
Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
 
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit agreement in an amount sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our credit agreement and the exchange notes, on commercially reasonable terms or at all.
 
Your right to receive payments on the exchange notes is junior to certain of our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the exchange notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.
 
The exchange notes and the guarantees rank behind all of our and the guarantors’ existing indebtedness (other than trade payables) and all of our and their future borrowings (other than trade payables), except for any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the exchange notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to our or the guarantors or our or their property, the holders of any senior debt of the Issuer and the guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the exchange notes or the guarantees.
 
In addition, all payments on the exchange notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt.
 
In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the exchange notes will participate with trade creditors and all other holders of our and the guarantors’ subordinated indebtedness in the assets remaining after the we and the guarantors have paid all of our
 
 
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and the guarantors’ senior debt.  However, because the indenture requires that amounts otherwise payable to holders of the exchange notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the exchange notes may receive less, ratably, than holders of trade payables in any such proceeding.
 
On January 29, 2011, we had $225.0 million of undrawn commitments under our credit agreement, of which approximately $114.6 million would have been available for borrowing, and the exchange notes and the guarantees would be subordinated to such senior debt when and if incurred. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indenture governing the notes.
 
We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the exchange notes.
 
The Issuer of the exchange notes is a holding company with no assets or operations.  Although our business is conducted through our subsidiaries, none of our subsidiaries is obligated to make funds available to us for payment on the exchange notes. Accordingly, our ability to make payments on the exchange notes is dependent on the earnings and the distribution of funds from our subsidiaries. Furthermore, our subsidiaries will be permitted under the terms of the indenture governing the notes to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on these notes when due. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011 and our Annual Report Form 10-K for the fiscal year ended July 31, 2010, each of which is incorporated by reference in this prospectus.
 
Your right to receive payments on these notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize.
 
Some but not all of our subsidiaries will guarantee the exchange notes.  In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us and our creditors, including holders of notes.
 
On January 29, 2011, the exchange notes would have been effectively junior to $3.8 million of indebtedness and other liabilities (including trade payables and excluding $2.0 million of intercompany indebtedness owed to guarantors of the exchange notes) of our non-guarantor subsidiaries. Our non-guarantor subsidiaries generated approximately 0.9% of our consolidated revenues in each of fiscal 2010 and the six months ended January 29, 2011 and held approximately 3.2% of our consolidated assets as of January 29, 2011.
 
We may not have the ability to raise the funds necessary to finance the change of control offer, however required by the indenture governing the notes.
 
Upon the occurrence of certain specific kinds of change of control events, the Issuer will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the date of repurchase.  However, it is possible, that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our credit agreement will not allow such repurchases.  In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control.”
 
A guarantee could be voided under fraudulent transfer laws, which could result in the noteholders being able to rely only on us to satisfy claims.
 
A guarantee that is found to be a fraudulent transfer may be voided under the fraudulent transfer laws described below.  The application of these laws requires the making of complex factual determinations and estimates as to which there may be different opinions and views.
 
 
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In general, federal and state fraudulent transfer laws provide that a guarantee can be voided, or claims under a guarantee may be subordinated to all other debts of that guarantor if, among other things, at the time it incurred the indebtedness evidenced by its guarantee:
 
 
the guarantor (i) intended to hinder, delay or defraud any present or future creditor or (ii) the guarantor received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and
 
 
was insolvent or rendered insolvent by reason of such incurrence;
 
 
was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
 
 
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
 
In addition, any payment by that guarantor under a guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.
 
The indenture governing the notes contains a “savings clause,” which limits the liability of each guarantor that is a subsidiary of ours on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the exchange notes in full when due. Furthermore, in a recent case, Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp North America, Inc., the U.S. Bankruptcy Court in the Southern District of Florida held that a savings clause similar to the savings clause used in the indenture was unenforceable. As a result, the subsidiary guarantees were found to be fraudulent conveyances. We do not know if that decision will be followed by the courts.  However, if the TOUSA decision were to be followed or upheld, the risk that the guarantees would be deemed fraudulent conveyances would be significantly increased.
 
If a court declares the exchange notes or guarantees to be void, or if the exchange notes or guarantees must be limited or voided in accordance with their terms, any claim a noteholder may make against us for amounts payable on the exchange notes could, with respect to amounts claimed against us or the guarantors, be subordinated to our indebtedness and the indebtedness of our guarantors, including trade payables.  The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a guarantor would be considered insolvent if:
 
 
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
 
 
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
 
 
it could not pay its debts as they become due.
 
We cannot predict:
 
 
what standard a court would apply in order to determine whether a guarantor was insolvent as of the date it issued the guarantee or whether, regardless of the method of valuation, a court would determine that the guarantor was insolvent on that date; or
 
 
whether a court would determine that the payments under the guarantee constituted fraudulent transfers or conveyances on other grounds.
 
In the event that the guarantee of the exchange notes by a guarantor is voided as a fraudulent conveyance, holders of the exchange notes would effectively be subordinated to all indebtedness and other liabilities of that guarantor.
 
The ability of holders of notes to require us to repurchase notes as a result of a disposition of “substantially all” of our assets or a change in the composition of our board of directors is uncertain.
 
The definition of change of control in the indenture governing the notes offered hereby includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’
 
 
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assets, taken as a whole.  Although there is a limited body of case law interpreting the phrase “substantially all,” there is no established precise definition of the phrase. Accordingly, the ability of a holder of notes to require us to repurchase such notes as a result of a sale, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets, taken as a whole, to another person or group is uncertain.  In addition, a recent Delaware Chancery Court decision raised questions about the enforceability of provisions that are similar to those in the indenture governing the notes offered hereby, related to the triggering of a change of control as a result of a change in the composition of a board of directors. Accordingly, the ability of a holder of notes to require us to repurchase notes as a result of a change in the composition of the directors on our board is uncertain.
 
Anti-takeover provisions of Florida law, provisions in our articles of incorporation and by-laws and our shareholder rights plan could make it more difficult to effect an acquisition of our company or a change in our control.
 
Certain provisions of our articles of incorporation and by-laws could delay or prevent an acquisition or change in control and the replacement of our incumbent directors and management.  For example, our board of directors is divided into three classes. At any annual meeting of our shareholders, our shareholders only have the right to appoint approximately one-third of the directors on our board of directors.  In addition, our articles of incorporation authorize our board of directors, without further shareholder approval, to issue up to 1,000,000 shares of preferred stock on such terms and with such rights as our board of directors may determine.  The issuance of preferred stock could dilute the voting power of the holders of common stock, including by the grant of voting control to others. Our by-laws also restrict the right of stockholders to call a special meeting of stockholders. We currently have a shareholder rights plan, which may make it more difficult to effect a change in control. Lastly, we are subject to certain anti-takeover provisions of the Florida Business Corporation Act.  These anti-takeover provisions could discourage or prevent a change in control.
 
A decline in our credit ratings could negatively affect the trading price of the exchange notes and also our ability to refinance our debt.
 
Our credit rating and the rating for the exchange notes could be lowered, suspended or withdrawn entirely, at any time, by the rating agencies, if, in each rating agency’s judgment, circumstances warrant.  A downgrade or withdrawal, or the announcement of a possible downgrade or withdrawal, of the credit rating for the exchange notes may cause the trading price of the exchange notes to decline significantly.  In addition, downgrades in our long-term debt ratings may make it more difficult to refinance our debt and increase the cost of any debt that we may incur in the future.

 
Risks Relating to the Exchange Offer
 
 If you do not properly tender your unregistered notes, your ability to transfer such outstanding unregistered notes will be adversely affected.
 
We will only issue exchange notes in exchange for unregistered notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal.  Therefore, you should allow sufficient time to ensure timely delivery of the unregistered notes and you should carefully follow the instructions on how to tender your unregistered notes.  None of us, the guarantors or the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the unregistered notes.  If you do not tender your unregistered notes or if your tender of unregistered notes is not accepted because you did not tender your unregistered notes properly, then, after consummation of the exchange offer, you will continue to hold unregistered notes that are subject to the existing transfer restrictions.  After the exchange offer is consummated, if you continue to hold any unregistered notes, you may have difficulty selling them because there will be fewer unregistered notes remaining and the market for such unregistered notes, if any, will be much more limited than it is currently.  In particular, the trading market for unexchanged unregistered notes could become more limited than the existing trading market for the unregistered notes and could cease to exist altogether due to the reduction in the amount of the unregistered notes remaining upon consummation of the exchange offer.  A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered unregistered notes.
 
 
23

 
 If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.
 
If you tender your unregistered notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.  If you are a broker-dealer that receives exchange notes for your own account in exchange for unregistered notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.
 
 There may be no active trading market for the exchange notes, and, if one develops, it may not be liquid.
 
The exchange notes will constitute new issues of securities for which there is no established trading market.  We do not intend to list the exchange notes on any national securities exchange.  Although the initial purchaser advised us on the date the unregistered notes were issued that it intended to make a market in the exchange notes, it is not obligated to do so and may discontinue such market making activity at any time without notice.  In addition, market making activity will be subject to the limits imposed by the Securities Act, and may be limited during the exchange offer.  There can be no assurance as to the development or liquidity of any market for the exchange notes, the ability of the holders to sell their exchange notes or the price at which the holders would be able to sell their exchange notes.  Future trading prices of the exchange notes will depend on many factors, including:
 
 
our operating performance and financial condition;
 
 
our ability to complete the offer to exchange the unregistered notes for the exchange notes;
 
 
the interest of securities dealers in making a market; and
 
 
the market for similar securities.
 
Historically, the market for non-investment-grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes offered hereby.  The market for the exchange notes may be subject to similar disruptions.  Any such disruptions may adversely affect the value of your exchange notes.
 

 
 
 
 
 
 
 
 
 
24

 
FORWARD-LOOKING STATEMENTS
 
 
This prospectus including any documents incorporated by reference or deemed to be incorporated by reference contains “forward-looking statements,” which are statements relating to future events, future financial performance, strategies, expectations, and competitive environment. Words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project” and similar expressions, as well as statements in future tense, identify forward-looking statements.
 
You should not read forward-looking statements as a guarantee of future performance or results. They will not necessarily be accurate indications of whether or at what time such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief at that time with respect to future events.  Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
 
 
anticipated outcomes of contingent events, including litigation;
 
 
projections of revenues, income or loss, or capital expenditures;
 
 
whether the carrying value of our assets are impaired;
 
 
plans for future operations, growth and acquisitions, dispositions, or financial needs;
 
 
availability of financing;
 
 
plans relating to our services, including our contract backlog;
 
 
restrictions imposed by our credit agreement and the indenture governing the notes;
 
 
the use of our cash flow to service our debt;
 
 
future economic conditions and trends in the industries we serve;
 
 
assumptions relating to any of foregoing;
 
and other factors discussed under the heading “Risk Factors” in this prospectus and described in our filings with the SEC, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2010 and the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011, each of which is incorporated by reference in this prospectus.
 
Our forward-looking statements are expressly qualified in their entirety by this cautionary statement. Our forward-looking statements are only made as of the date of this prospectus and we undertake no obligation to update these forward-looking statements to reflect new information, subsequent events or otherwise.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
25

 
RATIO OF EARNINGS TO FIXED CHARGES
 
Set forth below is information concerning our ratio of earnings to fixed charges.  This ratio shows the extent to which our business generates enough earnings after the payment of all expenses other than interest to make required interest payments on our debt.
 
For the purposes of determining the ratio of earnings to fixed charges, earnings are defined as pretax income from operations plus fixed charges. Fixed charges consist of all interest expense, amortization of debt issuance costs and an estimate of the interest within rental expense.
 
   
Six Months Ended
   
Fiscal Year Ended
 
   
January 29,
2011
   
July 31,
2010
   
July 25,
2009
   
July 26,
2008
   
July 28,
2007
   
July 29,
2006
 
       
Ratio of Earnings to Fixed Charges
    1.3x       1.5x       (*)       2.8x       4.4x       3.2x  
__________________
 
* The ratio of earnings to fixed charges was less than one-to-one for fiscal 2009 and earnings were insufficient to cover fixed charges by $76.4 million.
 
 USE OF PROCEEDS
 
We will not receive any proceeds from the exchange offer.  In consideration for issuing the exchange notes contemplated by this prospectus, we will receive unregistered notes in like principal amount.  The unregistered notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued.  Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26

 
DESCRIPTION OF OTHER INDEBTEDNESS
 
On June 4, 2010, the Company entered into a new five-year $225.0 million Credit Agreement, dated as of June 4, 2010 (the “Credit Agreement”), with Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, Banc of America Securities LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, Wells Fargo Bank, National Association, as Syndication Agent, and Branch Banking and Trust Company, RBS Citizens, N.A. and PNC Bank, National Association, as Co-Documentation Agents.  The Credit Agreement has an expiration date of June 4, 2015 and provides for a maximum borrowing of $225.0 million, including a sublimit of $100.0 million for the issuance of letters of credit. Subject to certain conditions, the Credit Agreement provides for the ability to enter into one or more incremental facilities in an aggregate amount not to exceed $75.0 million, either by increasing the revolving commitments under the Credit Agreement and/or in the form of term loans.  The Credit Agreement replaces the Company’s prior credit facility (the “Prior Agreement”) which was due to expire in September 2011.
 
Borrowings under the Credit Agreement (other than swingline loans) bear interest at a rate equal to either (a) the administrative agent’s base rate, described in the Credit Agreement as the highest of (i) the federal funds rate plus 0.50%; (ii) the administrative agent’s prime rate; and (iii) the eurodollar rate (described in the Credit Agreement as the British Bankers Association LIBOR Rate, divided by one (1) minus a reserve percentage (as described in the Credit Agreement) plus 1.00%, or (b) the eurodollar rate, plus, in each case, an applicable margin based on our consolidated leverage ratio.  Swingline loans bear interest at a rate equal to the administrative agent’s base rate plus a margin based on our consolidated leverage ratio.  Based on our current consolidated leverage ratio, revolving borrowings would be eligible for a margin of 1.50% for borrowings based on the administrative agent’s base rate and 2.50% for borrowings based on the eurodollar rate.
 
We pay a quarterly facility fee, at rates that range from 0.500% to 0.625% of the unutilized commitments depending on our leverage ratio.  The Credit Agreement also requires the payment of fees for outstanding letters of credit and unutilized commitments, in each case based on our consolidated leverage ratio. Based on our current consolidated leverage ratio, fees for outstanding letters of credit and fees for unutilized commitments would be 1.250% and 0.50% per annum, respectively. Our obligations under the Credit Agreement are guaranteed by certain subsidiaries and secured by a pledge of (i) 100% of the equity of our material domestic subsidiaries and (ii) 100% of the non-voting equity and 65% of the voting equity of first-tier material foreign subsidiaries, if any, in each case excluding certain unrestricted subsidiaries.
 
The Credit Agreement contains certain affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets, sale-leaseback transactions, transactions with affiliates and capital expenditures.  The Credit Agreement contains financial covenants that require us to (i) maintain a consolidated leverage ratio of not greater than 3.00 to 1.00, as measured at the end of each fiscal quarter and (ii) maintain a consolidated interest coverage ratio of not less than 2.75 to 1.00 for fiscal quarters ending July 31, 2010 through April 28, 2012 and not less than 3.00 to 1.00 for the fiscal quarter ending July 28, 2012 and each fiscal quarter thereafter, as measured at the end of each fiscal quarter. As of January 29, 2011, we had no outstanding borrowings and $40.0 million of outstanding letters of credit issued under the Credit Agreement.  The outstanding letters of credit are issued as part of our insurance program. At January 29, 2011, we had additional borrowing availability of up to $114.6 million, as determined by the most restrictive covenants of the Credit Agreement, and we were in compliance with the financial covenants.

On January 5, 2011 the Company entered into a First Amendment (the “Amendment”) to its Credit Agreement.  The Amendment modifies the Credit Agreement to permit the issuance of additional subordinated notes in an aggregate principal amount of up to $175.0 million, so long as the net cash proceeds of the additional subordinated notes are to be used to refinance, prepay, repurchase, redeem, retire and/or defease the Company’s outstanding Senior Subordinated Notes due 2015 in their entirety within sixty days of issuance of any additional subordinated notes and second, to the extent any net cash proceeds remain for general corporate purposes.

            The Amendment also provides that for the purposes of calculating the Consolidated Leverage Ratio (as defined in the Credit Agreement), the exclusion of any outstanding senior subordinated notes for the period of four consecutive fiscal quarters ending as of the first quarter ending after any issuance of any additional subordinated notes, to the extent the net cash proceeds of the additional subordinated notes are to be used to refinance, prepay,
 
 
27

 
repurchase, redeem, retire and/or defease the notes currently outstanding within sixty days of issuance of any additional subordinated notes.

Further, the Amendment provides for the repurchase of the Company’s equity interests in an aggregate amount not to exceed $30.0 million for the period beginning January 5, 2011 through the maturity date of the Credit Agreement, subject to conditions in the Amendment.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28

 
SELECTED CONSOLIDATED FINANCIAL DATA
 
 
The following tables set forth our selected consolidated financial information for the periods indicated.  The consolidated statements of operations data for each of the three years ended July 31, 2010, July 25, 2009 and July 26, 2008 and the consolidated balance sheet data as of July 31, 2010 and July 25, 2009 are derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2010, which is incorporated by reference in this prospectus.  The consolidated statements of operations data for each of the two years ended July 28, 2007 and July 29, 2006, which are referred to as “fiscal 2007”  and “fiscal 2006,” respectively, and the consolidated balance sheet data as of July 26, 2008, July 28, 2007 and July 29, 2006 are derived from our audited consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended July 26, 2008, July 28, 2007 and July 29, 2006, which are not incorporated by reference in this prospectus.  The consolidated statements of operations data for the six months ended January 29, 2011 and January 23, 2010 and the consolidated balance sheet data as of January 29, 2011 are derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011, which is incorporated by reference in this prospectus.  The consolidated balance sheet data as of January 23, 2010 is derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 23, 2010, which is not incorporated by reference in this prospectus.
 
We use a fiscal year ending on the last Saturday in July. Fiscal 2010 consisted of 53 weeks, while fiscal 2009, fiscal 2008, fiscal 2007 and fiscal 2006 each consisted of 52 weeks. Our unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and, in the opinion of our management, include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the financial position and results of operations for such periods.  The results of operations for interim periods, for seasonal and other factors, are not necessarily indicative of the results to be expected for the full year or any future period. You should read the following selected consolidated financial information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2011 and our Annual Report Form 10-K for the fiscal year ended July 31, 2010, each of which is incorporated by reference in this prospectus.

   
Six Months Ended
   
Fiscal Year Ended
 
   
January 29,
2011(1)
   
January 23,
2010(2)
   
July 31,
2010(2)
   
July 25,
2009(3)
   
July 26,
2008(4)
   
July 28,
2007(5)
   
July 29,
2006(6)
 
   
(dollars in thousands)
 
Consolidated Statements of Operations Information:
                                         
Revenues:
                                         
Contract revenues
  $ 479,787     $ 475,447     $ 988,623     $ 1,106,900     $ 1,229,956     $ 1,137,812     $ 994,973  
Expenses:
                                                       
Costs of earned revenues, excluding depreciation and amortization
    390,943       390,908       810,064       894,885       1,011,219       915,250       811,210  
General and
administrative(7)
    44,660       47,401       98,140       98,732       98,942       90,090       78,516  
Depreciation and amortization
    31,403       30,707       63,607       65,435       67,288       57,799       46,467  
Goodwill impairment
charge
                      94,429       9,672             14,835  
Total
    467,006       469,016       971,811       1,153,481       1,187,121       1,063,139       951,028  
Interest income
    63       58       97       261       691       966       1,911  
Interest expense
    (7,481 )     (7,084 )     (14,272 )     (14,743 )     (13,096 )     (14,809 )     (11,991 )
Loss on debt
extinguishment
    (5,738 )                                    
Other income, net
    3,964       2,008       8,093       6,564       7,154       8,647       6,333  
Income (loss) from continuing operations before income taxes
    3,589       1,413       10,730       (54,499 )     37,584       69,477       40,198  
Provision (benefit) for income taxes
    1,936       1,855       4,881       (1,405 )     13,180       27,275       22,158  
Income (loss) from continuing operations
    1,653       (442 )     5,849       (53,094 )     24,404       42,202       18,040  
Income (loss) from discontinued operations
                      (86 )     (2,726 )     (318 )     140  
Net income (loss)
  $ 1,653     $ (442 )   $ 5,849     $ (53,180 )   $ 21,678     $ 41,884     $ 18,180  
Basic and diluted earnings (loss) per share from continuing operations
  $ 0.05     $ (0.01 )   $ 0.15     $ (1.35 )   $ 0.60     $ 1.04     $ 0.43  
 
 
   
Six Months Ended
   
Fiscal Year Ended
 
   
January 29,
2011(1)
   
January 23,
2010(2)
   
July 31,
2010
   
July 25,
2009(3)
   
July 26,
2008(4)
   
July 28,
2007(5)
   
July 29,
2006(6)
 
   
(dollars in thousands)
 
Other Financial Information:
                                                       
Cash flows from operating activities
  $ 47,556     $ 56,873     $ 54,138     $ 126,636     $ 104,289     $ 108,461     $ 102,274  
Cash flows from investing activities
  $ (52,168 )   $ (24,746 )   $ (46,608 )   $ (25,386 )   $ (62,099 )   $ (124,572 )   $ (113,012 )
Cash flows from financing activities
  $ 62,295     $ (906 )   $ (8,917 )   $ (18,611 )   $ (38,984 )   $ 7,705     $ (45,056 )
Ratio of earnings to fixed charges(8)
    1.3 x     1.1 x     1.5 x           2.8 x     4.4 x     3.2 x
Consolidated Balance Sheet Information:
                                                       
Cash and equivalents
  $ 161,003     $ 135,928     $ 103,320     $ 104,707     $ 22,068     $ 18,862     $ 27,268  
Total assets
  $ 741,686     $ 679,809     $ 679,556     $ 693,457     $ 801,272     $ 789,764     $ 690,015  
Total debt, including current portion(9)
  $ 236,525     $ 135,698     $ 135,397     $ 136,303     $ 153,355     $ 166,810     $ 155,178  
Total stockholders’ equity
  $ 364,124     $ 391,018     $ 394,555     $ 390,623     $ 444,093     $ 444,631     $ 389,455  


(1)
Includes the results of Communication Services, LLC (acquired November 2010) and NeoCom Solutions, Inc. (acquired December 2010) since their respective acquisition dates.  Additionally, during the six months ended January 29, 2011, we recognized a $5.7 million loss on debt extinguishment for the tender premium, professional fees, and write-off of debt issuance costs related to our purchase of $86.96 million of 8.125% senior subordinated notes due 2015 pursuant to our cash tender offer for any and all of such notes.
(2)
During the first quarter of fiscal 2010, we recognized a non-cash income tax charge of $1.1 million for a valuation allowance on a deferred tax asset associated with an investment that became impaired for tax purposes.
(3)
During fiscal 2009, we recognized a goodwill impairment charge of $94.4 million that included impairments at the following reporting units:  Broadband Installation Services (formerly Cable Express and now known as Broadband Express) for $14.8 million, C-2 Utility Contractors for $9.2 million, Ervin Cable Construction for $15.7 million, Nichols Construction for $2.0 million, Stevens Communications for $2.4 million and UtiliQuest for $50.5 million.  This impairment charge was a result of an interim impairment test of goodwill.
(4)
During fiscal 2008, we incurred charges of approximately $8.2 million for amounts to be paid to current and former employees of our UtiliQuest, S.T.S., and Locating subsidiaries in connection with the settlement of litigation and charges of approximately $1.2 million in discontinued operations for the settlement of litigation at our Apex Digital, LLC subsidiary. Fiscal 2008 results also include goodwill impairment charges of $5.9 million and $3.8 million related to our Stevens Communications reporting unit and our Nichols Construction reporting unit, respectively, as a result of our annual assessment of goodwill.
(5)
Includes the results of Broadband Installation Services (formerly Cable Express) (acquired September 2006) and certain operations of Cavo Communications (acquired March 2007) since their acquisition dates.
(6)
Includes the results of Prince Telecom Holdings (acquired December 2005) since its acquisition date.  In addition, during fiscal 2006 we incurred a goodwill impairment charge of $14.8 million related to our Can-Am Communications, Inc. reporting unit as the result of an interim impairment test of goodwill.
(7)
Includes stock based compensation expense of $1.8 million, $1.7 million, $3.4 million, $3.9 million, $5.2 million, $6.2 million, and $4.7 million for the six months ended January 29, 2011 and January 23, 2010, fiscal 2010, fiscal 2009, fiscal 2008, fiscal 2007 and fiscal 2006 respectively.
(8)
For the purposes of determining the ratio of earnings to fixed charges, earnings are defined as pretax income from operations plus fixed charges.  Fixed charges consist of all interest expense, amortization of debt issuance costs and an estimate of the interest within rental expense.  The ratio of earnings to fixed charges was less than one-to-one for fiscal 2009 and earnings were insufficient to cover fixed charges by $76.4 million.
(9)
Balance at January 29, 2011 includes $48.4 million which was repaid in February 2011 pursuant to the redemption of our remaining 8.125% senior subordinated notes due 2015.

 
 
30

 
THE EXCHANGE OFFER
 
Purpose and Effect of Exchange Offer; Registration Rights
 
We sold the unregistered notes to Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Morgan Keegan & Company, Inc., PNC Capital Markets LLC, RBS Securities Inc. and FBR Capital Markets & Co., as the initial purchasers, pursuant to a purchase agreement, dated January 11, 2011.  The initial purchasers resold the unregistered notes in reliance on Rule 144A and Regulation S under the Securities Act.  In connection with the sale of the unregistered notes, we entered into an exchange and registration rights agreement (the registration rights agreement) with the initial purchasers.
 
Under the registration rights agreement we agreed:
 
(1) within 180 days after the date on which the unregistered notes were issued, to use all commercially reasonable efforts to file a registration statement with the SEC with respect to the exchange offer to exchange the unregistered notes for exchange notes of the Company identical in all material respects to the unregistered notes (except that the exchange notes will not contain terms with respect to transfer restrictions);
 
(2) to use all commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act within 270 days after the date on which the unregistered notes were issued;
 
(3) to use all commercially reasonable efforts to commence the exchange offer; and
 
(4) to use all commercially reasonable efforts to keep the exchange offer open for not less than 20 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the notes.
 
For each unregistered note validly tendered to us and not withdrawn pursuant to the exchange offer, we will issue to the holder of such unregistered note an exchange note having a principal amount equal to that of the surrendered unregistered note.  Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the unregistered note surrendered in exchange therefor, or, if no interest has been paid on such unregistered note, from the date of its original issue.
 
Under existing interpretations of the SEC staff, the exchange notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of the Company, as such terms are interpreted by the SEC staff; provided, however, that broker-dealers receiving exchange notes in the exchange offer in exchange for unregistered notes that were acquired as a result of market-making or other trading activities will have a prospectus delivery requirement with respect to resales of such exchange notes.  The SEC staff has taken the position that such participating broker-dealers may fulfill their prospectus delivery requirements with respect to such exchange notes with the prospectus contained in the registration statement.
 
Under the registration rights agreement, the Company is required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the registration statement in connection with the resale of the exchange notes for 180 days following the effective date of such registration statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus).
 
The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of unregistered notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities laws or blue sky laws of such jurisdiction.
 
 
31

 
If a holder is eligible to participate in this exchange offer and does not tender its unregistered notes as described in this prospectus, such holder will not have any further registration rights.  In that case, the unregistered notes of such holder will continue to be subject to restrictions on transfer under the Securities Act.
 
Shelf Registration
 
In the registration rights agreement, we agreed to file a shelf registration statement in certain circumstances, including if:
 
(1) we are not required to file the exchange offer registration statement or applicable law or SEC policy do not permit us to effect such an exchange offer;
 
(2) the effective time of the exchange offer registration statement is not within 270 days of the date on which the unregistered shares are issued and we do not consummate the exchange offer within 30 business days of such effective time; or
 
(3) certain holders are prohibited by law or SEC policy from participating in the exchange offer or may not resell the exchange notes acquired by them in the exchange offer to the public without delivering a prospectus.
 
If a shelf registration is required, we will:
 
(1) use all commercially reasonable efforts to file the shelf registration statement with the SEC covering resales of the unregistered notes or the exchange notes, as the case may be, on or prior to the later of 180 days after the date on which the unregistered notes were issued or 60 days after such filing obligation arises;
 
(2) use all commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to the 270th day after the date such obligation arises; and
 
(3) keep the shelf registration statement effective until the earliest of (A) one year after the shelf registration statement is declared effective and (B) the date on which all notes registered thereunder are disposed of in accordance therewith.
 
We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the unregistered notes or the exchange notes, as the case may be.  A holder selling the unregistered notes or exchange notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).
 
We may require each holder requesting to be named as a selling security holder to furnish to us such information regarding the holder and the distribution of the unregistered notes or exchange notes by the holder as we may from time to time reasonably require for the inclusion of the holder in the shelf registration statement, including requiring the holder to properly complete and execute such selling security holder notice and questionnaires, and any amendments or supplements thereto, as we may reasonably deem necessary or appropriate.  We may refuse to name any holder as a selling security holder that fails to provide us with such information.
 
Additional Interest
 
We will pay additional cash interest on the unregistered notes, subject to certain exceptions,
 
(1) if the we fail to file a registration statement with the SEC on or prior to the 180th day after the date on which the unregistered notes were issued,
 
 
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(2) if the registration statement is not declared effective by the SEC on or prior to the 270th day after the date on which the unregistered notes were issued or, if obligated to file a shelf registration statement, a shelf registration statement is not declared effective by the SEC on or prior to the 270th day after the date the obligation to file such shelf registration statement arises,
 
(3) if the exchange offer is not consummated on or before the 40th day after the registration statement is declared effective,
 
(4) if obligated to file the shelf registration statement, we fail to file the shelf registration statement with the SEC on or prior to the later of 180 days after the date on which the unregistered notes were issued or 60 days after such filing obligation arises, or
 
(5) after the registration statement or the shelf registration statement, as the case may be, is declared effective, such registration statement or shelf registration statement thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses (1) through (6), a “registration default”);
 
from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured.
 
The rate of the additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 1.0% per annum.  We will pay such additional interest on regular interest payment dates.  Such additional interest will be in addition to any other interest payable from time to time with respect to the unregistered notes and the exchange notes.
 
The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement.  The exchange notes issued upon consummation of the exchange offer will not confer rights to additional interest as set forth above.  The above summary of the registration rights agreement is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreement.  A copy of the registration rights agreement is an exhibit to the registration statement that includes this prospectus.
 
Terms of the Exchange Offer
 
Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we are offering to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of unregistered notes.  You may tender some or all of your unregistered notes only in integral multiples of $1,000.  As of the date of this prospectus, $187,500,000 aggregate principal amount of the unregistered notes are outstanding.
 
The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except that the exchange notes will have been registered under the Securities Act and, therefore, the certificates for the exchange notes will not bear legends restricting their transfer.  Holders of the exchange notes will not have registration rights and will not have rights to additional interest.  The exchange notes will be issued under and be entitled to the benefits of the Indenture (as defined in “—Description of the Exchange Notes”).
 
In connection with the issuance of the unregistered notes, we arranged for the unregistered notes to be issued and transferable in book-entry form through the facilities of DTC, acting as a depositary.  The exchange notes will also be issuable and transferable in book-entry form through DTC.
 
There will be no fixed record date for determining the eligible holders of the unregistered notes that are entitled to participate in the exchange offer.  We will be deemed to have accepted for exchange validly tendered unregistered notes when and if we have given oral (promptly confirmed in writing) or written notice of acceptance to the exchange agent.  The exchange agent will act as agent for the tendering holders of unregistered notes for the purpose of receiving exchange notes from us and delivering them to such holders.
 
 
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If any tendered unregistered notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events described herein, certificates for any such unaccepted unregistered notes will be returned, without expenses, to the tendering holder thereof promptly after the expiration of the exchange offer.
 
Holders of unregistered notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of unregistered notes for exchange notes pursuant to the exchange offer.  We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer.  It is important that you read the section “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.
 
Any unregistered notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest and will be subject to restrictions on transfer.  We will not have any obligation to register such unregistered notes under the Securities Act.  Holders wishing to transfer unregistered notes would have to rely on exemptions from the registration requirements of the Securities Act.
 
Conditions of the Exchange Offer
 
You must tender your unregistered notes in accordance with the requirements of this prospectus and the letter of transmittal in order to participate in the exchange offer.  Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if:
 
 
the exchange offer, or the making of any exchange by a holder of unregistered notes, violates applicable law or any applicable interpretation of the staff of the SEC;
 
 
any action or proceeding shall have been instituted with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; and
 
 
any laws, rules or regulations or applicable interpretations of the staff of the SEC have been issued or promulgated, which, in our good faith determination, does not permit us to effect the exchange offer.
 
Expiration Date; Extensions; Amendment; Termination
 
The exchange offer will expire 5:00 P.M., New York City time, on         , 2011, unless we, in our sole discretion, extend it.  In the case of any extension, we will notify the exchange agent orally (promptly confirmed in writing) or in writing of any extension.  We will also notify the registered holders of unregistered notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration of the exchange offer.
 
To the extent we are legally permitted to do so, we expressly reserve the right, in our sole discretion, to:
 
 
Delay accepting any unregistered note;
 
 
waive any condition of the exchange offer; and
 
 
amend the terms of the exchange offer in any manner.
 
We will give oral or written notice of any non-acceptance of the unregistered notes or of any amendment to the exchange offer to the registered holders of the unregistered notes promptly.  If we consider an amendment to the exchange offer to be material, we will promptly inform the registered holders of unregistered notes of such amendment in a reasonable manner.
 
If we determine, in our reasonable judgment, that any of the events or conditions described in “—Conditions of the Exchange Offer” has occurred, we may terminate the exchange offer.  We may:
 
 
refuse to accept any unregistered notes and return any unregistered notes that have been tendered to the holders;
 
 
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extend the exchange offer and retain all unregistered notes tendered prior to the expiration of the exchange offer, subject to the rights of the holders of tendered unregistered notes to withdraw their tendered unregistered notes; or
 
 
waive the termination event with respect to the exchange offer and accept all properly tendered unregistered notes that have not been withdrawn.
 
If any such waiver constitutes a material change in the exchange offer, we will disclose the change by means of a supplement to this prospectus which will be distributed to each registered holder of unregistered notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders of the unregistered notes, if the exchange offer would otherwise expire during that period.
 
Any determination by us concerning the events described above will be final and binding upon the parties.  Without limiting the manner by which we may choose to make public announcements of any extension, delay in acceptance, amendment or termination of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.
 
Interest on the Exchange Notes
 
The exchange notes will accrue interest from and including January 21, 2011.  Interest will be paid on the exchange notes semiannually on January 15 and July 15 of each year, commencing on July 15, 2011.  Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date on which the unregistered notes were issued until the date of the issuance of the exchange notes.  Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.
 
Resale of Exchange Notes
 
Based upon existing interpretations of the staff of the SEC set forth in several no-action letters issued to third parties unrelated to us, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the unregistered notes may be offered for resale, resold and otherwise transferred by you without complying with the registration and prospectus delivery provisions of the Securities Act, provided that:
 
 
any exchange notes to be received by you will be acquired in the ordinary course of your business;
 
 
you are not engaged in, do not intend to engage in and have no arrangements or understandings with any person to participate in, the distribution of the unregistered notes or exchange notes;
 
 
you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of ours or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
 
 
if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our “affiliates” to distribute the exchange notes; and
 
 
you are not acting on behalf of any person or entity that could not truthfully make these representations.
 
In addition, if you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes.
 
If you wish to participate in the exchange offer, you will be required to make these representations to us in the letter of transmittal.  If our belief is inaccurate and you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration under the
 
 
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Securities Act, you may incur liability under the Securities Act.  We do not assume or indemnify you against such liability.
 
If you are a broker-dealer that receives exchange notes in exchange for unregistered notes held for your own account, as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes.  The letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.  The prospectus, as it may be amended or supplemented from time to time, may be used by any broker-dealers in connection with resales of exchange notes received in exchange for unregistered notes.  We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus and any amendment or supplement to this prospectus available to any such broker-dealer for use in connection with any resale.
 
Clearing of the Notes
 
Upon consummation of the exchange offer, the exchange notes will have different CUSIP and ISIN numbers from the unregistered notes.
 
Procedures for Tendering
 
The term “holder” with respect to the exchange offer means any person in whose name unregistered notes are registered on our agent’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose unregistered notes are held of record by DTC who desires to deliver such unregistered notes by book-entry transfer at DTC.
 
Except in limited circumstances, only a DTC participant listed on a DTC securities position listing with respect to the unregistered notes may tender its unregistered notes in the exchange offer.  To tender unregistered notes in the exchange offer, holders of unregistered notes that are DTC participants may follow the procedures for book-entry transfer as provided for below under “—Book-Entry Transfer” and in the letter of transmittal.
 
In addition:
 
 
the exchange agent must receive any corresponding certificate or certificates representing unregistered notes along with the letter of transmittal;
 
 
the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of unregistered notes into the exchange agent’s account at DTC according to standard operating procedures for electronic tenders described below and a properly transmitted agent’s message described below; or
 
 
the holder must comply with the guaranteed delivery procedures described below.
 
The tender by a holder of unregistered notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.  If less than all the unregistered notes held by a holder of unregistered notes are tendered, a tendering holder should fill in the amount of unregistered notes being tendered in the specified box on the letter of transmittal.  The entire amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.
 
The method of delivery of unregistered notes, the letter of transmittal and all other required documents or transmission of an agent’s message, as described under “—Book Entry Transfer,” to the exchange agent is at the election and risk of the holder.  Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service.  In all cases, sufficient time should be allowed to assure timely delivery prior to the expiration of the exchange offer.  No letter of transmittal or unregistered notes should be sent to us but must instead be delivered to the exchange agent.  Delivery of documents to DTC in accordance with their procedures will not constitute delivery to the exchange agent.
 
 
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If you are a beneficial owner of unregistered notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your unregistered notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf.  If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your unregistered notes, either:
 
 
Make appropriate arrangements to register ownership of the unregistered notes in your name; or
 
 
obtain a properly completed bond power from the registered holder.
 
The transfer of record ownership may take considerable time and might not be completed prior to the expiration date.
 
Signatures on a letter of transmittal or a notice of withdrawal as described in “—Withdrawal of Tenders” below, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the unregistered notes tendered pursuant thereto are tendered:
 
 
by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” in the letter of transmittal; or
 
 
for the account of an eligible institution.
 
If the letter of transmittal is signed by a person other than the registered holder of any unregistered notes listed therein, the unregistered notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the unregistered notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the unregistered notes.  If the letter of transmittal or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.
 
We will determine in our sole discretion all the questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of the tendered unregistered notes.  Our determinations will be final and binding.  We reserve the absolute right to reject any and all unregistered notes not validly tendered or any unregistered notes the acceptance of which would, in the opinion of our counsel, be unlawful.  We reserve the absolute right to waive any irregularities or conditions of tender as to particular unregistered notes.  Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties.  Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within such time as we will determine.  Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of unregistered notes nor shall any of them incur any liability for failure to give such notification.  Tenders of unregistered notes will not be deemed to have been made until such irregularities have been cured or waived.  Any unregistered notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holder of such unregistered notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date of the exchange offer.
 
 
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In addition, we reserve the right in our sole discretion to (a) purchase or make offers for any unregistered notes that remain outstanding subsequent to the expiration date, and (b) to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise.  The terms of any such purchases or offers may differ from the terms of the exchange offer.
 
Book-Entry Transfer
 
We understand that the exchange agent will make a request promptly after the date of this document to establish an account with respect to the unregistered notes at DTC for the purpose of facilitating the exchange offer.  Any financial institution that is a participant in DTC’s system may make book-entry delivery of unregistered notes by causing DTC to transfer such unregistered notes into the exchange agent’s DTC account in accordance with DTC’s Automated Tender Offer Program procedures for such transfer.  The exchange for tendered unregistered notes will only be made after a timely confirmation of a book-entry transfer of the unregistered notes into the exchange agent’s account at DTC, and timely receipt by the exchange agent of an agent’s message.
 
The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC, has received an express acknowledgment from a participant tendering unregistered notes and that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and we may enforce such agreement against the participant.  Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the appropriate letter of transmittal and described above are true and correct.
 
Guaranteed Delivery Procedures
 
Holders who wish to tender their unregistered notes and (i) whose unregistered notes are not immediately available, or (ii) who cannot deliver their unregistered notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, or if such holder cannot complete DTC’s standard operating procedures for electronic tenders before expiration of the exchange offer, may tender their unregistered notes if:
 
 
the tender is made through an eligible institution;
 
 
before expiration of the exchange offer, the exchange agent receives from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message in lieu of notice of guaranteed delivery:
 
 
setting forth the name and address of the holder and the registered number(s), the certificate number or numbers of the unregistered notes tendered and the principal amount of unregistered notes tendered;
 
 
stating that the tender offer is being made by guaranteed delivery; and
 
 
guaranteeing that, within three (3) business days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the unregistered notes tendered and any other documents required by the letter of transmittal or, alternatively, a book-entry confirmation will be deposited by the eligible institution with the exchange agent; and
 
 
the exchange agent receives the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered unregistered notes in proper form for transfer and all other documents required by the letter of transmittal or, alternatively, a book-entry confirmation, within three (3) business days after expiration of the exchange offer.
 
Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their unregistered notes according to the guaranteed delivery procedures set forth above.
 
Withdrawal of Tenders
 
Except as otherwise provided herein, tenders of unregistered notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on      , 2011, the expiration date of the exchange offer.
 
 
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For a withdrawal to be effective:
 
 
the exchange agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth below under “Exchange Agent”; or
 
 
for DTC participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.
 
Any notice of withdrawal must:
 
 
specify the name of the person who tendered the unregistered notes to be withdrawn;
 
 
identify the unregistered notes to be withdrawn, including the certificate number or numbers and principal amount of the unregistered notes to be withdrawn;
 
 
be signed by the person who tendered the unregistered notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and
 
 
specify the name in which the unregistered notes are to be re-registered, if different from that of the withdrawing holder.
 
If unregistered notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn unregistered notes and otherwise comply with the procedures of the facility.  We will determine all questions as to the validity, form and eligibility (including time of receipt) for such withdrawal notices, and our determination shall be final and binding on all parties.  Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued with respect thereto unless the unregistered notes so withdrawn are validly re-tendered.  Any unregistered notes which have been tendered but which are not accepted for exchange will be returned to the holder without cost to such holder as soon as practicable after withdrawal.  Properly withdrawn unregistered notes may be re-tendered by following the procedures described above under “Procedures for Tendering” at any time prior to the expiration date.
 
Consequences of Failure to Exchange
 
If you do not tender your unregistered notes to be exchanged in this exchange offer, they will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act.
 
Accordingly, they:
 
 
may be resold only if (i) registered pursuant to the Securities Act, (ii) an exemption from registration is available or (iii) neither registration nor an exemption is required by law; and
 
 
shall continue to bear a legend restricting transfer in the absence of registration or an exemption therefrom.
 
As a result of the restrictions on transfer and the availability of the exchange notes, the unregistered notes are likely to be much less liquid than before the exchange offer.
 
Exchange Agent
 
U.S. Bank National Association has been appointed as the exchange agent for the exchange of the unregistered notes.  Questions and requests for assistance relating to the exchange of the unregistered notes should be directed to the exchange agent addressed as follows:
 
By Facsimile: By Registered or Certified Mail: By Hand/Overnight Delivery:
     
(651) 495-8158
Confirm by Telephone:
(800) 934-6802
U.S. Bank National Association
Corporate Trust Services
Attention: Specialized Finance
60 Livingston Avenue
St. Paul, Minnesota 55107
U.S. Bank National Association
Corporate Trust Services
Attention: Specialized Finance
60 Livingston Avenue
St. Paul, Minnesota 55107
        
           
Fees and Expenses
 
We will bear the expenses of soliciting tenders pursuant to the exchange offer.  The principal solicitation for tenders pursuant to the exchange offer is being made by mail.  Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telegraph or telephone.
 
We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer.  We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its related reasonable out-of-pocket expenses and accounting and legal fees.  We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the unregistered notes and in handling or forwarding tenders for exchange.
 
We will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer.  The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:
 
 
certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of unregistered notes tendered;
 
 
tendered unregistered notes are registered in the name of any person other than the person signing the letter of transmittal; or
 
 
a transfer tax is imposed for any reason other than the exchange of unregistered notes under the exchange offer.
 
If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.
 
 
 
 
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DESCRIPTION OF THE EXCHANGE NOTES
 
 
You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the word “Issuer” refers only to Dycom Investments, Inc. and not to any of its subsidiaries, and the word “Holdings” refers only to Dycom Industries, Inc. and not to any of its subsidiaries.  For purposes of this description, the exchange notes, any unregistered notes that are outstanding after the exchange offer is completed and any additional notes, will be generally referred to as the “notes,” unless the context otherwise requires.
 
The Issuer will issue the notes under an indenture, dated as of January 21, 2011, among the Issuer, the Guarantors and U.S. Bank National Association, as trustee.  The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.
 
The following description is a summary of the material provisions of the indenture.  It does not restate those agreement in its entirety. We urge you to read the indenture because it, and not this description, define your rights as holders of the notes. Copies of the indenture are available as set forth below under “—Additional Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture.
 
The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.
 
General
 
The notes:
 
 
will be general unsecured obligations of the Issuer;
 
 
will be subordinated in right of payment to all Indebtedness under the Credit Agreement and all other existing and future Senior Debt of the Issuer;
 
 
will be pari passu in right of payment with any future senior subordinated Indebtedness of the Issuer; and
 
 
will be unconditionally guaranteed by the Guarantors.
 
The notes will be jointly and severally guaranteed by Holdings and each of its existing and future Domestic Subsidiaries, other than the Issuer, that guarantee any Credit Facility.
 
Each guarantee of the notes:
 
 
will be a general unsecured obligation of the Guarantor;
 
 
will be subordinated in right of payment to all Indebtedness under the Credit Agreement and all other existing and future Senior Debt of that Guarantor; and
 
 
will be pari passu in right of payment with any future senior subordinated Indebtedness of that Guarantor.
 
As of January 29, 2011, after giving effect to this exchange offer,  the Issuer and the Guarantors would have had approximately $236.5 million of indebtedness outstanding, of which none would have been Senior Debt. Of this amount, $48.4 million was repaid in February 2011 pursuant to the redemption of our remaining 8.125% senior subordinated notes due 2015.  In addition, we would have had $225.0 million of undrawn commitments under our Credit Agreement, of which approximately $114.6 million would have been available for borrowing due to financial covenants and other restrictions contained in the Credit Agreement and after taking into account approximately $40.0 million of outstanding letters of credit. As indicated above and as discussed in detail below under the caption “—Subordination,” payments on the notes and under these guarantees will be subordinated to the payment of Senior Debt.  The indenture will permit us and the Guarantors to incur additional Senior Debt.
 
Not all of our Subsidiaries will guarantee the notes.  In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.  The guarantor Subsidiaries generated approximately 99.1% of our consolidated revenues in fiscal 2010 and, together with Holdings, held approximately 96.8% of our consolidated assets as of January 29, 2011.  See note 20 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2010, which is
 
 
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incorporated by reference in this prospectus for more detail about the division of its consolidated revenues and assets between the guarantor and non-guarantor Subsidiaries.
 
Substantially all of the operations of Holdings is conducted through its Subsidiaries and, therefore, Holdings and the Issuer depend on the cash flow of Holdings’ Subsidiaries to meet their obligations, including their obligations under the notes.  The notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of Holdings’ Subsidiaries.  Any right of Holdings to receive assets of any of its Subsidiaries upon the Subsidiary’s liquidation or reorganization (and the consequent right of the holders of the notes to participate in those assets) will be effectively subordinated to the claims of that Subsidiary’s creditors, except to the extent that Holdings is itself recognized as a creditor of the Subsidiary, in which case the claims of Holdings would still be subordinate in right of payment to any security in the assets of the Subsidiary and any Indebtedness of the Subsidiary senior to that held by Holdings. As of January 29, 2011, the Subsidiaries of Holdings that will not have guaranteed the notes had no Indebtedness and $0.4 million of trade payables. See “Risk Factors—Your right to receive payments on the notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.”
 
As of the date of the indenture, all of Holdings’ Subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” Holdings will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” Holdings’ Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indenture. Holdings’ Unrestricted Subsidiaries will not guarantee the notes.
 
Principal, Maturity and Interest
 
The Issuer will issue up to $187.5 million in aggregate principal amount of notes in the exchange offer.  The Issuer may issue additional notes under the indenture from time to time after this exchange offer.  Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.  The Issuer will issue notes in a minimum amount of $2,000 and integral multiples of $1,000.  The notes will mature on January 15, 2021.
 
Interest on the notes will accrue at the rate of 7.125% per annum and will be payable semiannually in arrears on January 15 and July 15, commencing on July 15, 2011.  The Issuer will make each interest payment to the holders of record on the immediately preceding January 1 and July 1.
 
Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
 
Methods of Receiving Payments on the Notes
 
If a holder of notes has given wire transfer instructions to the Issuer, the Issuer will pay all principal, interest and premium, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within The City and State of New York unless the Issuer elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.
 
Paying Agent and Registrar for the Notes
 
The trustee will initially act as paying agent and registrar.  The Issuer may change the paying agent or registrar without prior notice to the holders of the notes, and Holdings, the Issuer or any of its Subsidiaries may act as paying agent or registrar.
 
 
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Transfer and Exchange
 
A holder may transfer or exchange notes in accordance with the provisions of the indenture.  The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer.  The Issuer will not be required to transfer or exchange any note selected for redemption. Also, the Issuer will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.
 
Note Guarantees
 
The notes will be guaranteed by each of Holdings and each of its current and future Domestic Subsidiaries (other than the Issuer) that guarantee any Credit Facility.  These Note Guarantees will be joint and several obligations of the Guarantors.  Each Note Guarantee will be subordinated to the prior payment in full in cash or Cash Equivalents of all Indebtedness under the Credit Agreement and all other Senior Debt of that Guarantor.  The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. We cannot assure you that this limitation will protect the Note Guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the Note Guarantees would suffice, if necessary, to pay the notes in full when due.  In a Florida bankruptcy case, this kind of provision was found to be unenforceable and, as a result, the subsidiary guarantees in that case were found to be fraudulent conveyances. We do not know if that case will be followed if there is litigation relating to the validity and/or enforceability of the note guarantees under the indenture.  However, if it is followed, the risk that the Note Guarantees will be found to be fraudulent conveyances will be significantly increased. See “Risk Factors—A guarantee could be voided if the guarantor fraudulently transferred the guarantee at the time it incurred the indebtedness, which could result in the noteholders being able to rely only on us to satisfy claims.”
 
A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:
 
(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and
 
(2) either:
 
(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under the indenture and its Note Guarantee pursuant to a supplemental indenture satisfactory to the trustee; or
 
(b) such sale or other disposition or merger does not violate the covenant described under “Repurchase at the Option of Holders—Asset Sales”.
 
The Note Guarantee of a Guarantor will be automatically and unconditionally released:
 
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Holdings, the Issuer or a Restricted Subsidiary of Holdings, if such sale or other disposition does not violate the “Asset Sale” provisions of the indenture;
 
(2) in connection with any sale or other disposition of the Capital Stock of that Guarantor (including by way of merger or consolidation) after which such Guarantor would no longer be a Restricted Subsidiary of Holdings, if such sale or other disposition does not violate the “Asset Sale” provisions of the indenture;
 
(3) if Holdings designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;
 
(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the notes as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”; or
 
(5) upon the release of such Guarantor of all of its guarantees of any Credit Facility, including any Note Guarantee created pursuant to the “Additional Note Guarantees” provisions of the indenture.
 
See “—Repurchase at the Option of Holders—Asset Sales.”
 
 
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Subordination
 
The payment of principal, interest and premium, if any, and other payment obligations on or with respect to, the notes (including any obligations to repurchase the notes) will be subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Debt, including Senior Debt incurred after the date of the indenture.
 
The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the holders of notes will be entitled to receive any payment with respect to the notes (except that holders of notes may receive and retain Permitted Junior Securities and payments made from either of the trusts described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”), in the event of any distribution to creditors of the Issuer:
 
(1) in a liquidation or dissolution of the Issuer;
 
(2) in a voluntary or involuntary bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its property;
 
(3) in an assignment for the benefit of creditors; or
 
(4) in any marshaling of the Issuer’s assets and liabilities.
 
The Issuer also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “Satisfaction and Discharge”) if:
 
(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
 
(2) any other default (a “nonpayment default”) occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity, and the trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or (a) with respect to Designated Senior Debt arising under the Credit Agreement, the agent for the lenders thereunder or (b) with respect to any other Designated Senior Debt, a representative of the holders of such Designated Senior Debt.
 
Payments on the notes may and will be resumed:
 
(1) in the case of a payment default on Designated Senior Debt, upon the date on which such default is cured or waived; and
 
(2) in the case of a nonpayment default on Designated Senior Debt, upon the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date the Trustee receives notice from the representative for the Designated Senior Debt rescinding such Payment Blockage Notice, unless the maturity of any such Designated Senior Debt has then been accelerated.
 
No new Payment Blockage Notice may be delivered unless and until:
 
(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and
 
(2) all scheduled payments of principal, interest and premium, if any, on the notes that have come due have been paid in full in cash or Cash Equivalents.
 
No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
 
If the trustee or any holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “Satisfaction and Discharge”) when:
 
(1) the payment is prohibited by these subordination provisions; and
 
 
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(2) the trustee or the holder has actual knowledge that the payment is prohibited;
 
the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt.  Upon the proper written request of the holders of Senior Debt, the trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.
 
The Issuer must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.
 
As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Issuer, holders of notes may recover less ratably than creditors of the Issuer or the Guarantors who are holders of Senior Debt. As a result of the obligation to deliver amounts received in trust to holders of Senior Debt, holders of notes may recover less ratably than trade creditors of the Issuer or the Guarantors. See “Risk Factors—Your right to receive payments on the notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.”
 
Optional Redemption
 
At any time on or prior to January 15, 2014, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including any additional notes) at a redemption price of 107.125% of their principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:
 
(1) at least 65% of the aggregate principal amount of notes issued under the indenture (including any additional notes but excluding notes held by Holdings and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
 
(2) the redemption occurs within 90 days of the date of the closing of each such Equity Offering.
 
At any time prior to January 15, 2016, the Issuer may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption (the “Redemption Date“), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.
 
Except pursuant to the two preceding paragraphs, the notes will not be redeemable at the Issuer’s option prior to January 15, 2016.
 
On or after January 15, 2016, at any time or from time to time, the Issuer may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive accrued and unpaid interest on the relevant interest payment date:
 
       
Year
 
Percentage
 
2016
    103.563 %
2017
    102.375 %
2018
    101.188 %
2019 and thereafter
    100.000 %
 
Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.
 
 
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Mandatory Redemption
 
The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.
 
Repurchase at the Option of Holders
 
Change of Control
 
If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture.  In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased to the date of purchase, subject to the rights of noteholders on the relevant record date to receive accrued and unpaid interest due on the relevant interest payment date.  Within 30 days following any Change of Control, the Issuer will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice.  The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.
 
On the Change of Control Payment Date, the Issuer will, to the extent lawful:
 
(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
 
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
 
(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuer.
 
The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will have a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof.  The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
 
Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, the Issuer and the Guarantors will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant.
 
The Credit Agreement currently prohibits the Issuer and the Guarantors from purchasing any notes, and also provides that certain change of control events with respect to Holdings would constitute a default under the Credit Agreement.  Any future credit agreements or other agreements relating to Senior Debt to which the Issuer or the Guarantors become parties may contain similar restrictions and provisions.  If a Change of Control occurs at a time when the Issuer and the Guarantors are prohibited from purchasing notes, the Issuer and the Guarantors could seek the consent of their senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition.  If the Issuer and the Guarantors do not obtain such a consent or repay such borrowings, the Issuer and the Guarantors will remain prohibited from purchasing notes.  In such case, the Issuer’s and the Guarantors’ failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt.  In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.
 
 
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The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable.  Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.
 
The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.  A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
 
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Holdings and its Subsidiaries, taken as a whole.  Although there is a limited body of case law interpreting the phrase “substantially all,” there is no established precise definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Holdings and its Subsidiaries taken as a whole to another Person or group may be uncertain.
 
Asset Sales
 
Holdings will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
 
(1) Holdings (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and
 
(2) at least 75% of the consideration received in the Asset Sale by Holdings or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets.  For purposes of this provision, each of the following will be deemed to be cash:
 
(a) any liabilities, as shown on Holdings’ most recent consolidated balance sheet, of Holdings or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets or Equity Interests pursuant to a customary novation agreement or transfer agreement that releases Holdings or such Restricted Subsidiary from such liabilities or by operation of law or against which the transferee has granted a full indemnity to Holdings or such Restricted Subsidiary;
 
(b) any securities, notes or other obligations received by Holdings or any such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into Cash Equivalents within 180 days after the date of such Asset Sale (to the extent of the Cash Equivalents received in that conversion); and
 
(c) any Designated Non-Cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale having an aggregated Fair Market Value, taken together with all other Designated Non-Cash consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) 5.0% of Holdings’ Consolidated Net Assets as of the date or receipt of such Designated Non-Cash Consideration and (y) $30.0 million (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).
 
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Holdings (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:
 
(1) to repay Senior Debt or Indebtedness of a Restricted Subsidiary of Holdings that is not a Guarantor;
 
 
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(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Holdings; provided that (x) a binding agreement to acquire such assets or Capital Stock entered into prior to the 365th day after such Asset Sale will satisfy the foregoing requirements so long as such acquisition is consummated no later than the later of (i) the 365th day after such Asset Sale and (ii) 180 days after the date of such binding agreement and (y) if such acquisition is not consummated within the period set forth in the preceding subclause (x), the Net Proceeds will be deemed to be Excess Proceeds (as defined below);
 
(3) to make capital expenditures;
 
(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business provided that (x) a binding agreement to acquire such assets entered into prior to the 365th day after such Asset Sale will satisfy the foregoing requirements so long as such acquisition is consummated no later than the later of (i) the 365th day after such Asset Sale and (ii) 180 days after the date of such binding agreement and (y) if such acquisition is not consummated within the period set forth in the preceding subclause (x), the Net Proceeds will be deemed to be Excess Proceeds); or
 
(5) make an Asset Sale Offer as described below.
 
Pending the final application of any Net Proceeds, Holdings may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.
 
Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 30 days thereof the Issuer will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes or any Note Guarantee (other than a Note Guarantee by Holdings) containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased using the Excess Proceeds.  The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the notes and such other pari passu Indebtedness plus accrued and unpaid interest to but not including the date of purchase, and will be payable in cash.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, Holdings may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture.  If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.
 
The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.
 
The Credit Agreement currently restricts the Issuer and the Guarantors from purchasing any notes, and also provides that certain asset sale events with respect to the Issuer and the Guarantors would constitute a default under these agreements.  Any future Credit Facilities or other agreements relating to Senior Debt to which the Issuer and the Guarantors become parties may contain similar restrictions and provisions.  In the event an Asset Sale occurs at a time when the Issuer and the Guarantors are prohibited from purchasing notes, the Issuer and the Guarantors may seek the consent of its senior lenders to the purchase of notes or attempt to refinance the borrowings that contain such prohibition.  If the Issuer and the Guarantors do not obtain such a consent or repay such borrowings, they will remain prohibited from purchasing notes.  In such case, the Issuer and the Guarantors’ failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt.  In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.
 
 
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Selection and Notice
 
If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.
 
No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.
 
If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed.  A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.
 
Certain Covenants
 
Changes in Covenants When Notes Rated Investment Grade
 
If on any date, following the date of the indenture:
 
(1) the notes are rated Investment Grade by both of the Rating Agencies; and
 
(2) no Default or Event of Default has occurred and is continuing,
 
then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the notes, the covenants specifically listed under the following captions in this prospectus will no longer be applicable to the notes:
 
(1) “—Repurchase at the Option of Holders—Asset Sales”;
 
(2) “—Restricted Payments”;
 
(3) “—Incurrence of Indebtedness and Issuance of Preferred Stock”;
 
(4) “—No Layering of Debt”;
 
(5) “—Dividend and Other Payment Restrictions Affecting Subsidiaries”;
 
(6) “—Designation of Restricted and Unrestricted Subsidiaries”;
 
(7) “—Transactions with Affiliates”;
 
(8) “—Business Activities”;
 
(9) “—Additional Note Guarantees”; and
 
(10) clauses (a)(4) and (b)(4) of the covenant specifically listed under the caption “—Merger, Consolidation or Sale of Assets.”
 
There can be no assurance that the notes will achieve or maintain an Investment Grade rating.
 
Restricted Payments
 
Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
 
(1) declare or pay any dividend or make any other payment or distribution on account of Holdings’ or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Holdings or any of its Restricted Subsidiaries) or to the direct or indirect holders of Holdings’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions (x) payable in Equity Interests (other than Disqualified Stock) of Holdings or (y) payable to Holdings or a Restricted Subsidiary of Holdings);
 
 
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(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Holdings) any Equity Interests of Holdings held by any Person other than Holdings or a Restricted Subsidiary of Holdings;
 
(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Holdings, the Issuer or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Holdings and any of its Restricted Subsidiaries), except (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or
 
(4) make any Restricted Investment
 
(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:
 
(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and
 
(2) Holdings would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and
 
(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and (10) of the next succeeding paragraph), is less than the sum, without duplication, of:
 
(a) 50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus
 
(b) 100% of the aggregate net cash proceeds and the Fair Market Value of assets other than cash received by Holdings since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of Holdings or from the issue or sale of Disqualified Stock or the incurrence of Indebtedness that has been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock) sold to, or Indebtedness held by, a Subsidiary of Holdings), plus the amount of any cash received by Holdings upon such conversion or exchange; plus
 
(c) with respect to Restricted Investments made by Holdings and its Restricted Subsidiaries after the date of the indenture, an amount equal to 100% of the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to Holdings or any Restricted Subsidiary of Holdings or from the net cash proceeds from the sale of any such Restricted Investment, from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, not to exceed, in each case, the amount of Restricted Investments previously made by Holdings or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after the date of the indenture; plus
 
(d) 50% of any dividends received by Holdings or any Restricted Subsidiary of Holdings after the date of the indenture from an Unrestricted Subsidiary of Holdings, to the extent that such dividends were not otherwise included in Consolidated Net Income of Holdings for such period.
 
 
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The preceding provisions will not prohibit (provided that in the case of clauses (5), (7), (9) and (10) below, no Default has occurred and is continuing or would be caused thereby):
 
(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;
 
(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of, a substantially concurrent sale (other than to a Restricted Subsidiary of Holdings) of, Equity Interests (other than Disqualified Stock) of Holdings or from a substantially concurrent contribution of common equity capital to Holdings; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;
 
(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Holdings, the Issuer or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;
 
(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Holdings to the holders of its Equity Interests on a pro rata basis;
 
(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings or any Restricted Subsidiary of Holdings held by any current or former officer, director or employee of Holdings or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $7.5 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding years, subject to a maximum payment of $15.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds received by Holdings from the sale of Equity Interests (other than Disqualified Stock) of Holdings to members of management or directors of Holdings and its Restricted Subsidiaries that occurs after the date of the indenture (to the extent such cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments), plus (B) the net cash proceeds of key man life insurance policies received by Holdings and its Restricted Subsidiaries after the date of the indenture, less (C) the amount of any Restricted Payments made pursuant to subclauses (A) and (B) of this clause (5);
 
(6) the repurchase of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price thereof or applicable withholding taxes, if any, or (b) upon the transfer of shares of restricted stock to Holdings in connection with the payment of withholding tax by Holdings following a sale of shares of restricted stock by the holder thereof;
 
(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Holdings or of Disqualified Stock or Preferred Stock of any Restricted Subsidiary of Holdings issued on or after the date of the indenture in accordance with the “—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;
 
(8) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options of other securities convertible into or exchangeable for Capital Stock of Holdings or to dissenting shareholders if required by law;
 
(9) Permitted Equity Purchases; and
 
(10) other Restricted Payments in an aggregate amount outstanding not to exceed $60.0 million since the date of the indenture.
 
The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Holdings or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
 
 
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Incurrence of Indebtedness and Issuance of Preferred Stock
 
Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Holdings will not issue any shares of Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that Holdings, the Issuer or any Restricted Subsidiary of Holdings may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, and any Restricted Subsidiary of Holdings may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for Holdings’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred, at the beginning of such four-quarter period.
 
The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt):
 
(1) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the face amount of such letter of credit) not to exceed $300.0 million; provided that such amount will be reduced to the extent of any reduction or elimination by the lenders of any commitment under any Credit Facility relating to the consummation of any Qualified Receivables Transaction for so long as such reduction or elimination of such commitment remains in effect but only to the extent Indebtedness under such Qualified Receivables Transaction is outstanding;
 
(2) the incurrence by Holdings and its Restricted Subsidiaries of the Existing Indebtedness;
 
(3) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture and the exchange notes and the related Note Guarantees to be issued pursuant to the indenture;
 
(4) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, Disqualified Stock or Preferred Stock, in each case, incurred by Holdings or any of its Restricted Subsidiaries for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property (real or personal), plant or equipment used or useful in a Permitted Business, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $30.0 million or (b) 5.0% of Holdings’ Consolidated Net Assets;
 
(5) the incurrence by Holdings or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (16), or (18) of this paragraph;
 
(6) the incurrence by Holdings or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Holdings and/or any of its Restricted Subsidiaries; provided, however, that:
 
(a) if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and
 
(b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings or a Restricted Subsidiary of Holdings and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings or a Restricted Subsidiary of Holdings will be deemed, in each case, to constitute an incurrence of such Indebtedness by Holdings or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);
 
 
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(7) the issuance by any of Holdings’ Restricted Subsidiaries to Holdings or to any of its other Restricted Subsidiaries of shares of Disqualified Stock or Preferred Stock; provided, however, that:
 
(a) any subsequent issuance or transfer of Equity Interests that results in any such Disqualified Stock or Preferred Stock being held by a Person other than Holdings or a Restricted Subsidiary of Holdings; and
 
(b) any sale or other transfer of any such Disqualified Stock or Preferred Stock to a Person that is not either Holdings or a Restricted Subsidiary of Holdings;
 
will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (7);
 
(8) the incurrence by Holdings or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;
 
(9) the guarantee by the Issuer or any of the Guarantors of Indebtedness of Holdings or a Restricted Subsidiary of Holdings that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;
 
(10) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-retention or self-insurance obligations, bankers’ acceptances, unemployment insurance, performance release, appeal and surety and similar bonds and related obligations and completion guarantees or similar instruments provided or incurred in the ordinary course of business;
 
(11) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;
 
(12) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or in the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;
 
(13) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes;
 
(14) any Indebtedness which has been defeased;
 
(15) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, earnout, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Holdings or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the acquisition or disposition of any business, assets or Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as, in the case of a disposition, the amount so indemnified or otherwise incurred does not exceed the gross proceeds actually received by Holdings or any Restricted Subsidiary thereof in connection with such disposition;
 
(16) the incurrence by a Restricted Subsidiary of Holdings that is not a Domestic Subsidiary (or one or more non-Domestic Subsidiaries) of Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness, Disqualified Stock and Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), (with letters of credit being deemed to have a principal amount equal to the face amount of such letter of credit) not to exceed the greater of (a) $50.0 million or (b) 50% of the Consolidated Net Assets of any such Restricted Subsidiary (or group of non-Domestic Subsidiaries, as applicable);
 
(17) the incurrence by a Receivables Subsidiary of Holdings of Indebtedness in a Qualified Receivables Transaction that is without recourse to Holdings or to any other Subsidiary of Holdings or their assets (other than such Receivables Subsidiary and its assets and, as to Holdings or any Subsidiary of Holdings, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not guaranteed by any such Person; and
 
 
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(18) the incurrence by Holdings or any of its Restricted Subsidiaries of additional Indebtedness, or the issuance of Disqualified Stock or Preferred Stock, in an aggregate principal amount or liquidation preference at any time outstanding, including all Permitted Refinancing Indebtedness, Disqualified Stock and Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (18), not to exceed $50.0 million.
 
For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Holdings will be permitted to classify such item of Indebtedness on the date of its incurrence, and later reclassify from time to time all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.  The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Holdings as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Holdings or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.
 
The amount of any Indebtedness outstanding as of any date will be:
 
(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
 
(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
 
(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
 
(a) the Fair Market Value of such assets at the date of determination, and
 
(b) the amount of the Indebtedness of the other Person.
 
No Layering of Debt
 
The Issuer will not incur any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the Issuer and senior in right of payment to the notes.  No Guarantor will incur any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Note Guarantee.  No such Indebtedness will be considered to be subordinate or junior or right of payment to any other Indebtedness by reason of any Liens or Guarantees arising or created in respect of such other Indebtedness or by virtue of the fact that holders of any secured Indebtedness have entered into intercreditor agreements giving one or more holders priority over other holders in the collateral held by them.
 
Liens
 
Holdings will not, and will not permit the Issuer or any Guarantor to, directly or indirectly, incur or suffer to exist any Lien of any kind securing Indebtedness on any asset now owned or hereafter acquired, except Permitted Liens, unless all payments due under the indenture and the notes or a Note Guarantee are secured on a pari passu basis by a Lien on such asset with the obligations so secured (or, in the case of Indebtedness subordinated to the notes or the Note Guarantees, prior or senior to such Indebtedness, with the same relative priority as the notes or Note Guarantee will have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.
 
 
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Dividend and Other Payment Restrictions Affecting Subsidiaries
 
Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
 
(1) pay dividends or make any other distributions on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Holdings or any of its Restricted Subsidiaries (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);
 
(2) make loans or advances to Holdings or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Holdings or any Restricted Subsidiary to other Indebtedness incurred by Holdings or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances or to pay any indebtedness owed to Holdings or any of its Restricted Subsidiaries); or
 
(3) sell, lease or transfer any of its properties or assets to Holdings or any of its Restricted Subsidiaries.
 
However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
 
(1) agreements governing Existing Indebtedness, Credit Facilities (including the Credit Agreement) or any other agreements as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;
 
(2) the indenture, the notes and the Note Guarantees;
 
(3) applicable law, rule, regulation or order;
 
(4) any instrument governing Indebtedness or Capital Stock, or any other agreement, of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred, or such other agreement if entered into, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;
 
(5) customary non-assignment provisions in contracts, leases, conveyances and licenses entered into in the ordinary course of business;
 
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;
 
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of a Restricted Subsidiary that restricts transfers or other distributions by that Restricted Subsidiary pending the sale or other disposition;
 
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
 
(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;
 
(10) in the case of non-Domestic Restricted Subsidiaries, restrictions under instruments governing Indebtedness incurred pursuant to the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;
 
(11) Indebtedness of any Person existing at the time such Person is merged with or into or became a Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries, provided that, (x) such restrictions
 
 
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were not incurred in contemplation of such acquisition and (y) such Indebtedness was permitted to be Incurred by the terms hereof;
 
(12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments or refinancings are, in the good faith judgment of Holdings’ Board of Directors, not more materially restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing;
 
(13) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
 
(14) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of Holdings’ Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
 
(15) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
 
(16) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary;
 
(17) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings (as determined in good faith by Holding’s Board of Directors), and that Holdings determines in good faith will not materially impair the Issuer’s ability to make scheduled payments as required under the notes; and
 
(18) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings or any Restricted Subsidiary in any manner material to Holdings or any Restricted Subsidiary.
 
Merger, Consolidation or Sale of Assets
 
(a) Holdings will not, directly or indirectly:  (1) consolidate or merge with or into another Person (whether or not Holdings is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Holdings and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
 
(1) either:  (a) Holdings is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Holdings) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
 
(2) the Person formed by or surviving any such consolidation or merger (if other than Holdings) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Holdings under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;
 
(3) immediately after such transaction, no Default or Event of Default exists; and
 
(4) after giving pro forma effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, Holdings or the Person formed by or surviving any such consolidation or merger (if other than Holdings), or to which such sale, assignment, transfer, conveyance or other disposition has been made, would, on the date of such transaction, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (b) the Fixed Charge Coverage Ratio of the surviving entity and its Restricted Subsidiaries will not be less than the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries immediately prior to such transaction or series of related transactions.
 
 
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In addition, Holdings will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.
 
(b) The Issuer will not, directly or indirectly:  (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and Holdings’ Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
 
(1) either:  (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that in the case when such Person is not a corporation, a co-obligor of the notes is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
 
(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;
 
(3) immediately after such transaction, no Default or Event of Default exists; and
 
(4) after giving pro forma effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made, would, on the date of such transaction, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (b) the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries will not be less than the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries immediately prior to such transaction or series of related transactions.
 
In addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.
 
(c) This “Merger, Consolidation or Sale of Assets” covenant will not apply to:
 
(A) a merger of Holdings or the Issuer with an Affiliate solely for the purpose of reincorporating Holdings or the Issuer in another jurisdiction; or
 
(B) any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Holdings or the Issuer and Holdings’ Restricted Subsidiaries.
 
Transactions with Affiliates
 
Holdings will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Holdings (each, an “Affiliate Transaction) involving aggregate payments or consideration in excess of $5.0 million and in excess of $2.5 million in any 12-month period, unless:
 
(1) the Affiliate Transaction is on terms that are no less favorable to Holdings or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person; and
 
(2) Holdings delivers to the trustee:
 
(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Holdings set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Holdings; and
 
 
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(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to Holdings or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.
 
The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:
 
(1) any employment agreement, employee benefit plan, officer or director indemnification agreement, consulting, service or termination agreement, or any similar arrangement entered into by Holdings or any of its Restricted Subsidiaries and payments pursuant thereto, so long as such agreement or payment has been approved by the Board of Directors of Holdings;
 
(2) transactions between or among Holdings and/or its Restricted Subsidiaries;
 
(3) transactions with a Person (other than an Unrestricted Subsidiary of Holdings) that is an Affiliate of Holdings solely because Holdings owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
 
(4) payment of reasonable directors’ fees and reasonable and customary indemnification and similar payments to, or on behalf of, directors of Holdings or any Subsidiary thereof;
 
(5) any issuance of Equity Interests (other than