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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 15, 2006 (February 10, 2006)
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-13783
(Commission
File Number)
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76-0542208
(IRS Employer
Identification No.) |
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1800 West Loop South, Suite 500
Houston, Texas
(Address of principal executive offices)
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77027
(Zip Code) |
Registrants telephone number, including area code: (713) 860-1500
(Former name or former address, if changed since last report): Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01 Entry Into a Material Definitive Agreement
The information provided in Item 1.03 of this Current Report on Form 8-K regarding the Plan
Support Agreement, the Exit Credit Facility and the Term Exit Facility (as each such term is
defined below) is incorporated by reference into this Item 1.01.
Employment Agreement with Byron Snyder
On February 13, 2006 (the Effective Date), Integrated Electrical Services, Inc. (IES or
the Company) entered into an Employment and Consulting Agreement (the Employment Agreement)
with C. Byron Snyder, President and Chief Executive Officer of IES. The term of the Employment
Agreement is from the Effective Date through February 13, 2008 (the Agreement Term), unless
earlier terminated in accordance with its terms. Mr. Snyder will be employed by IES as its Chief
Executive Officer from the Effective Date through the earlier to occur of (i) any date after the
Effective Date specified by the Board of Directors of IES and (ii) the effective date of employment
of a replacement Chief Executive Officer (the Employment Term). Following the expiration of the
Employment Term, through February 13, 2008 (the Consulting Term), Mr. Snyder will perform
consulting and advisory services for the Company.
Pursuant to the Employment Agreement, Mr. Snyder will receive monthly compensation of
$20,833.33. Mr. Snyder will also be granted an option to purchase 51,471 shares, subject to
adjustment, of reorganized IES common stock in accordance with the terms of the form of Option
Agreement attached as an exhibit to the Employment Agreement and the 2006 Long Term Incentive Plan
identified therein. A portion of the options will be granted on the first business day following
the effective date of the plan of reorganization described in Item 1.03 below and the remainder of
the options will be granted 90 days later if certain conditions are met.
As more fully described therein, the Employment Agreement will automatically terminate upon
the death or disability of Mr. Snyder and may be terminated at any time by the Company with cause
or by Mr. Snyder for any reason. In addition, the Employment Agreement may be terminated by the
Company for any reason at any time on or after the 91st day after the date of grant of Mr. Snyders
options. In the event that the Employment Agreement is terminated due to death, disability or by
the Company without cause, Mr. Snyder shall nevertheless be entitled to the monthly compensation
described above for the remainder of the Agreement Term. If the Employment Agreement is terminated
by Mr. Snyder for any reason or the Company with cause, then the Company shall have no further
obligation to pay the monthly compensation.
During the Agreement Term and for a period of two years following termination of the
Employment Agreement, Mr. Snyder is bound by non-competition and confidentiality provisions similar
to those of the Companys other senior officers, as more fully described in the Employment
Agreement.
The Employment Agreement is filed as Exhibit 10.1 hereto and the foregoing summary of certain
terms and conditions of the Employment Agreement is qualified in its entirety by reference to such
exhibit.
ITEM 1.03 Bankruptcy or Receivership
On February 14, 2006 (the Commencement Date), IES and all of its domestic subsidiaries
(collectively, the Debtors) filed voluntary petitions for reorganization (the Chapter 11 Cases)
under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States
Bankruptcy Court for the Northern District of Texas, Dallas Division (the Bankruptcy Court). The
Debtors will continue to operate their businesses as debtors-in-possession under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and
orders of the Bankruptcy Court. The Company issued a press release, a copy of which is attached
hereto as Exhibit 99.1, announcing the Chapter 11 filing.
Plan Support Agreement
Prior to the filing of the Chapter 11 Cases, the Debtors entered into a Plan Support
Agreement, dated February 13, 2006 (the Plan Support Agreement), with certain holders of the
Companys 9 3/8% Senior Subordinated Notes due 2009 (the Senior Subordinated Notes) representing
approximately 61% of the outstanding
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principal amount of such notes (the Supporting Noteholders). The Plan Support Agreement
requires the Supporting Noteholders to vote in favor of and support a financial restructuring to be
effectuated through a prearranged Chapter 11 plan on the terms set forth therein. The terms of the
financial restructuring are embodied in the Draft Plan and Draft Disclosure Statement (as each such
term is defined below). Under the terms of the Plan Support Agreement, among other things, in the
event that the Debtors fail to commence solicitation of the Draft Disclosure Statement within 60
days of the Commencement Date, fail to obtain confirmation of the Draft Plan within 105 days of the
Commencement Date, or fail to consummate the Draft Plan within 120 days of the Commencement Date,
the obligations of the Supporting Noteholders under the Plan Support Agreement to support the Plan
may be terminated.
The Plan Support Agreement is filed as Exhibit 10.2 hereto and the foregoing summary of
certain terms and conditions of the Plan Support Agreement is qualified in its entirety by
reference to such exhibit.
The DIP Facility
The Company previously announced that it had accepted a financing commitment letter, dated
February 1, 2006 (the DIP Commitment Letter), from Bank of America, N.A. (BofA). The DIP
Commitment Letter contemplates that BofA and any other lenders that choose to participate therein
will provide a credit facility (the DIP Facility) in the aggregate amount of $80 million to the
Debtors, as a debtor-in-possession, upon the satisfaction of certain conditions. Loans under the
DIP Facility will bear interest at LIBOR plus 3.5% or the Base Rate plus 1.5% on the terms set
forth in the Commitment Letter. The DIP Facility will mature on the earliest to occur of (i) the
expiration of a period of 12 months from the closing date of the DIP Facility, (ii) 45 days after
the commencement of the Chapter 11 cases if a final order approving the DIP Facility has not been
entered by the Bankruptcy Court, (iii) the effective date of an approved plan of reorganization or
(iv) termination of the DIP Facility. For a further description of the DIP Facility, please see
our current report on Form 8-K filed on February 7, 2006.
One of the conditions to providing the DIP Facility was negotiation of definitive
documentation. As of the date hereof, definitive documentation has been negotiated and submitted
to the Bankruptcy Court for approval.
The Exit Facilities
The Exit Credit Facility
On February 10, 2006, the Company accepted a financing commitment letter (the Exit Credit
Commitment Letter) from BofA for a senior secured post-confirmation exit credit facility (the
Exit Credit Facility). The Exit Credit Commitment Letter contemplates that BofA and any other
lenders that choose to participate therein (collectively, the Exit Credit Lenders) will provide
an Exit Credit Facility to the Company in the aggregate amount of up to $80 million, with a $72
million sub-limit for letters of credit, for the purpose of refinancing the DIP Facility and
providing letters of credit and financing subsequent to confirmation of a plan of reorganization.
BofA has committed to lend up to $40 million of the Exit Credit Facility and will seek to syndicate
the remaining amount thereof.
Loans under the DIP Facility will bear interest at LIBOR plus 3.5% or the Base Rate plus 1.5%
on the terms set forth in the Exit Credit Commitment Letter. In addition, the Company will be
charged monthly in arrears (i) an unused line fee of either 0.5% or 0.375% depending on the
utilization of the credit line, (ii) a letter of credit fee equal to the applicable per annum LIBOR
margin times the amount of all outstanding letters of credit and (iii) certain other fees and
charges as specified in the Exit Credit Commitment Letter.
The Exit Credit Facility will mature two years after the closing date. The Exit Credit
Facility will be secured by first priority liens on substantially all of the Companys existing and
future acquired assets, exclusive of collateral provided to sureties, on the terms set forth in the
Exit Credit Commitment Letter. The Exit Credit Facility contemplates customary affirmative,
negative and financial covenants binding on the Company as described in the Exit Credit Commitment
Letter.
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The Exit Credit Commitment Letter provides that the Exit Credit Lenders are obligated to
provide the Exit Credit Facility only upon satisfaction of certain conditions, including, without
limitation, completion of definitive documentation and other ancillary documents as may be
requested by BofA, the absence of a material adverse change in the Companys business, assets,
liabilities, financial condition, business prospects or results of operation, other than the
Chapter 11 Cases, since the date of the Exit Credit Commitment Letter, BofAs receipt of
satisfactory financial projections and financial statements, BofAs satisfaction with the relative
rights of BofA and the Companys sureties, including the Company having agreements with its
sureties for the issuance of up to $75 million in bonds, and BofAs satisfaction with the Debtors
plan of reorganization, including the treatment of certain creditors thereunder, and the order
confirming the plan.
The Exit Credit Commitment Letter is filed as Exhibit 10.3 hereto and the foregoing summary of
certain terms and conditions of the Exit Credit Facility is qualified in its entirety by reference
to such exhibit.
The Term Exit Facility
On February 10, 2006, the Company accepted a commitment letter (the Term Exit Commitment
Letter) from Eton Park Fund, L.P. and an affiliate and Flagg Street Partners LP and affiliates
(collectively, the Term Exit Lenders) for a senior secured term loan in the amount of $53 million
(the Term Exit Facility). The purpose of the Term Exit Facility is to refinance the Companys
6.5% senior convertible notes due 2014 (the Senior Convertible Notes).
The loan under the Term Exit Facility will bear interest at 10.75% per annum, subject to
adjustment as set forth in the Term Exit Commitment Letter. Interest will be payable in cash, in
arrears, quarterly, provided that, in the sole discretion of the Company, until the third
anniversary of the closing date, the Company shall have the option to direct that interest be paid
by capitalizing such interest as additional loans under the Term Exit Facility. Absent the Term
Exit Lenders right to demand repayment in full on or after the fourth anniversary of the closing
date, the Term Exit Facility will mature on the seventh anniversary of the closing date. The Term
Exit Facility contemplates customary affirmative, negative and financial covenants binding on the
Company, including, without limitation, a limitation on indebtedness of $90 million under the Exit
Credit Facility with a sublimit on funded outstanding indebtedness of $25 million, as more fully
described in the Term Exit Commitment Letter. Additionally, the Term Loan Exit Facility includes
provisions for optional and mandatory prepayments on the conditions set forth in the Term Exit
Commitment Letter. The Term Exit Facility will be secured by substantially the same collateral as
the Exit Credit Facility, and will be second in priority to the liens securing the Exit Credit
Facility.
The Term Exit Commitment Letter provides that the Term Exit Lenders are obligated to provide
the Term Exit Facility only upon the satisfaction of certain conditions, including, without
limitation, completion of definitive documentation and other ancillary documents as may be
requested by the Term Exit Lenders, the Term Exit Lenders satisfaction with the final confirmation
order confirming Debtors plan of reorganization and the occurrence of the effective date of the
plan, the Companys repayment of the DIP Credit Facility or its conversion into the Exit Credit
Facility, delivery of interim financial statements as well as any financial documentation delivered
to BofA, and the Term Exit Lenders satisfaction with the terms and conditions of the Exit Credit
Facility.
The Term Exit Commitment Letter is filed as Exhibit 10.4 hereto and the foregoing summary of
certain terms and conditions of the Term Exit Facility is qualified in its entirety by reference to
such exhibit.
Item 2.03 Creation of a Direct Financial Obligation
The information provided in Item 1.03 of this Current Report on Form 8-K regarding the Exit
Credit Facility and the Term Exit Facility is incorporated by reference into this Item 2.03.
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation
The filing of the Chapter 11 Cases described in Item 1.03 above constitute an event of default
under the Companys Senior Subordinated Notes, Senior Convertible Notes, credit facility with BofA
and surety agreement
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with Federal Insurance Company. The Debtors believe that any remedies which may exist related
to this event of default under such indentures and agreements are stayed under the Bankruptcy Code.
As previously disclosed, on January 19, 2006, the holders of the outstanding Senior
Convertible Notes, delivered written notice (the Repurchase Notices) to the Company alleging that
a Termination of Trading constituting a Fundamental Change, each as defined under the Indenture
dated as of November 24, 2004 (the Indenture) by and among the Company, the guarantors party
thereto and the Bank of New York, as trustee, had occurred with respect to the Senior Convertible
Notes and that, as a result, the Company is required to repurchase the Senior Convertible Notes on
the terms and conditions specified in the Indenture. Pursuant to the Indenture, a Termination of
Trading is deemed to have occurred if the common stock of the Company into which the Senior
Convertible Notes are convertible is neither listed for trading on the New York Stock Exchange
(the NYSE) or the American Stock Exchange nor approved for listing on the NASDAQ National Market
or the NASDAQ SmallCap Market, and no American Depositary Shares or similar instruments for such
common stock are so listed or approved for listing in the United States. The Repurchase Notices
allege that a Termination of Trading occurred with respect to the Senior Convertible Notes when the
Company was orally notified on December 15, 2005 that its common stock had been suspended from
trading on the NYSE. The Company does not believe that a Termination of Trading has occurred and
disputes any assertion to the contrary.
Nevertheless, on February 10, 2006, the holders of the Senior Convertible Notes delivered
Acceleration Notices to the Company. The Acceleration Notices state that, due to the Companys
failure to repurchase the Senior Convertible Notes by February 7, 2006 pursuant to the Repurchase
Notices, the holders of the Senior Convertible Notes are accelerating the Senior Convertible Notes
pursuant to the Indenture. The Company does not believe that the holders of the Senior Convertible
Notes are entitled to accelerate the Senior Convertible Notes pursuant to the Indenture under the
circumstances asserted by the holders. In any case, the Company believes that any remedies which
may be available under the Indenture are stayed under the Bankruptcy Code.
Item 5.02 Departure of Directors or Principal Officers
(b) Effective as of February 13, 2006, Donald P. Hodel resigned from the Companys Board of
Directors. There were no disagreements between Mr. Hodel and management or the Board of Directors.
Item 7.01 Regulation FD Disclosure
Plan and Disclosure Statement
On February 14, 2006, the Debtors filed a draft of their proposed disclosure statement (the
Draft Disclosure Statement) and their proposed joint plan of reorganization (the Draft Plan)
with the Bankruptcy Court. Copies of the Draft Disclosure Statement and Draft Plan are included
herewith as Exhibits 99.2 and 99.3, respectively. The Draft Disclosure Statement and Draft Plan are
also available on the Companys website located at www.ies-co.com.
The Draft Disclosure Statement contains financial projections as Exhibit C thereto prepared
for purposes of the Chapter 11 Cases (the Financial Projections). The Financial Projections have
not been audited or reviewed by independent accountants and may be subject to future reconciliation
and adjustments. The Financial Projections should not be used for investment purposes. The
Financial Projections contain information different from that required in the Companys reports
pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), and that
information might not be indicative of the Companys financial condition or operating results that
would be reflected in the Companys financial statements or in its reports pursuant to the Exchange
Act. Results set forth in the Financial Projections should not be viewed as indicative of future
results.
Bankruptcy law does not permit solicitation of acceptances of the Draft Plan until the
Bankruptcy Court approves a disclosure statement relating to the Draft Plan. Accordingly, this
filing is not intended to be, nor should it be construed as, a solicitation for a vote on the Draft
Plan.
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Discussions with the Ad Hoc Committee
As part of the Companys discussions with the ad hoc committee of holders of Senior
Subordinated Notes, the Company disclosed (i) its 13-week budget as previously submitted to BofA in
connection with the DIP Facility (a copy of the 13-week budget is included as Exhibit 99.4 hereto)
and (ii) updated and elaborated upon the Securities and Exchange Commission (the SEC)
investigation of the Company, which the Company previously disclosed. The revised disclosure
regarding the SEC investigation is as follows:
SEC Investigation On August 31, 2004, the Fort Worth Regional Office of
the SEC sent a request for information concerning IESs inability to file
its 10-Q in a timely fashion, the internal investigation conducted by
counsel to the Audit Committee of the companys Board of Directors, and the
material weaknesses identified by IESs auditors in August 2004. In December
2004, the Commission issued a formal order authorizing the staff to conduct
a private investigation into these and related matters, including, among
other things, the Companys 2004 restatement; whether two receivables which
were written down in the aggregate amount of approximately $2.4 million in
2004 should have been disclosed earlier and/or accounted for differently;
and whether certain resolved loss contingencies should have been disclosed
in the Companys quarterly and annual reports on Forms 10-Q and 10-K prior
to their resolution. The investigation is still ongoing, and the Company is
cooperating with the SEC. The outcome of this investigation is not currently
known. An adverse outcome in this matter could have a material adverse
effect on our business, consolidated financial condition, results of
operations or cash flows.
Conference
Call with Vendors and Post-Filing Publicity
On February 14, 2006, in connection with the Chapter 11 Cases, the Companys President and
Chief Executive Officer, C. Byron Snyder, held a conference call with key vendors in which he
inadvertently misstated certain details regarding the Companys surety bonding arrangements. As
previously disclosed in the Companys Current Report on Form 8-K filed on February 7, 2006, the
Company has an agreement for surety bonding with Federal Insurance Company for debtor-in-possession
surety bonding in the aggregate amount of $48 million. The Company does not have an agreement with
International Bonding and Construction Services at the present time, although the Company does
engage in discussions and makes arrangements with bonding sources from time to time in the ordinary
course of business. In addition, on February 15, 2006, Mr. Snyder was quoted in the Houston
Chronicle (Bill Hensel Jr., Quick Work Planned on Debt IES to Swap Stock in a Fast Bankruptcy
Exit, Houston Chronicle, February 15, 2006, at D1) stating that the Companys cash flow is and
continues to remain extremely strong. As set forth in the Companys Quarterly Report on Form 10-Q
for the period ending December 31, 2006, the Companys cash flow from operations in the first
quarter of fiscal 2006 was $1.1 million, an improvement of $10.2 million from the same quarter in
fiscal 2005, although net cash and cash equivalents at the end of the first quarter of fiscal 2006
was lower than at the beginning of the quarter by approximately $3.5 million. Moreover, the
Financial Projections show a projected decrease in cumulative cash flow (cumulative net
disbursements) during the 13 weeks following the filing of the Chapter 11 Cases of approximately
$24 million, reflecting the expected negative impact of the filing of the Chapter 11 Cases on the
Companys business and including approximately $4.2 million in net restructuring-related
disbursements. Please see the discussion above under the caption Plan and Disclosure Statement
regarding the inadvisability of using the Financial Projections for investment purposes and the
fact that the results set forth in the Financial Projections should not be viewed as indicative of
the Companys future results.
Bankruptcy Documents
Documents filed in connection with the Chapter 11 Cases (other than documents filed under seal
or otherwise subject to confidentiality protections) will be accessible at the Bankruptcy Courts
Internet site, https://ecf.txnb.uscourts.gov/ through an account obtained from Pacer Service Center
at 1-800-676-6856, and at the Internet site maintained by the Companys legal counsel,
http://cm/mcso/clients/ies.usp. The information set forth on the foregoing website shall not be
deemed to be a part of or incorporated by reference into this Current Report on Form 8-K.
In accordance with general instruction B.2 of Form 8-K, the information in this report
(including exhibits) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed
to be filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to
liabilities of that section, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report
will not be deemed an admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
This current report on Form 8-K includes certain statements that may be deemed to be forward
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on the Company s expectations and involve risks and uncertainties that
could cause the Company s actual results to differ materially from those set forth in the
statements. Such risks and uncertainties include, but are not limited to, the Companys inability
to complete a financial restructuring on terms acceptable to the Company or at all; the
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Debtors inability to obtain Bankruptcy Court approval of the Draft Disclosure Statement or
confirmation of the Draft Plan; uncertainties affecting the financial projections and 13-week
budget prepared in connection with the Chapter 11 Cases; and the outcome of the SEC investigation.
You should understand that the foregoing important factors, in addition to those discussed in our
other filings with the Securities and Exchange Commission, including those under the heading Risk
Factors contained in our annual report on Form 10-K for the fiscal year ended September 30, 2005
and our quarterly report on Form 10-Q for the quarter ended December 31, 2005, could affect our
future results and could cause results to differ materially from those expressed in such
forward-looking statements. We undertake no obligation to publicly update or revise the Companys
borrowing availability, its cash position or any forward-looking statements to reflect events or
circumstances that may arise after the date of this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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Exhibit |
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Number |
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Description |
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10.1*
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Employment and Consulting Agreement, dated February
13, 2006, by and between Integrated Electrical
Services, Inc. and C. Byron Snyder. |
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10.2*
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Plan Support and Lock-Up Agreement Regarding
Integrated Electrical Services, Inc., dated February
13, 2006, by and among Integrated Electrical
Services, Inc. and the holders of senior
subordinated notes identified therein. |
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10.3*
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Commitment for Senior Post-Confirmation Exit Credit
Facility, dated February 10, 2006, by and between
Integrated Electrical Services, Inc. and Bank of
America, N.A. |
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10.4*
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$53 Million Term Loan Facility Commitment Letter,
dated February 10, 2006, by and among Integrated
Electrical Services, Inc., Eton Park Fund, L.P. and
affiliate and Flagg Street Partners LP and
affiliates. |
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99.1*
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Press Release, dated February 14, 2006. |
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99.2**
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Disclosure Statement for the Joint Plan of
Reorganization of Integrated Electrical Services,
Inc. and Certain of its Direct and Indirect
Subsidiaries under Chapter 11 of the Bankruptcy
Code, dated February 14, 2006. |
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99.3**
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Joint Plan of Reorganization of Integrated
Electrical Services, Inc. and Certain of its Direct
and Indirect Subsidiaries under Chapter 11 of the
Bankruptcy Code, dated February 14, 2006. |
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99.4**
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13-Week Budget |
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INTEGRATED ELECTRICAL SERVICES, INC.
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By: |
/s/ Curt L. Warnock
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Curt L. Warnock |
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Senior Vice President and General Counsel |
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Date: February 15, 2006
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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10.1*
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Employment and Consulting Agreement, dated February
13, 2006, by and between Integrated Electrical
Services, Inc. and C. Byron Snyder. |
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10.2*
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Plan Support and Lock-Up Agreement Regarding
Integrated Electrical Services, Inc., dated February
13, 2006, by and among Integrated Electrical
Services, Inc. and the holders of senior
subordinated notes identified therein. |
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10.3*
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Commitment for Senior Post-Confirmation Exit Credit
Facility, dated February 10, 2006, by and between
Integrated Electrical Services, Inc. and Bank of
America, N.A. |
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10.4*
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$53 Million Term Loan Facility Commitment Letter,
dated February 10, 2006, by and among Integrated
Electrical Services, Inc., Eton Park Fund, L.P. and
affiliate and Flagg Street Partners LP and
affiliates. |
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99.1*
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Press Release, dated February 14, 2006. |
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99.2**
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Disclosure Statement for the Joint Plan of
Reorganization of Integrated Electrical Services,
Inc. and Certain of its Direct and Indirect
Subsidiaries under Chapter 11 of the Bankruptcy
Code, dated February 14, 2006. |
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99.3**
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Joint Plan of Reorganization of Integrated
Electrical Services, Inc. and Certain of its Direct
and Indirect Subsidiaries under Chapter 11 of the
Bankruptcy Code, dated February 14, 2006. |
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99.4**
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13-Week Budget |
* Filed herewith
** Furnished herewith
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