8-K

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): September 15, 2015

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	001-10613	59-1277135
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
	11780 U.S. Highway One, Suite 600,
	Palm Beach Gardens, Florida 33408
	(Address of principal executive offices) (Zip Code)
	(561) 627-7171
	(Registrant’s telephone number, including area code)

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:

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-4c))

Item 8.01 Other Events.

On September 15, 2015, Dycom Investments, Inc. (“Dycom Investments”), a wholly-owned subsidiary of Dycom Industries, Inc. (“Dycom” or the “Company”), (1) satisfied and discharged the indenture (the “Indenture”) dated as of January 21, 2011 among Dycom Investments, Dycom, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), governing the 7.125% senior subordinated notes due 2021 (the “7.125% Notes”) of Dycom Investments, and (2) issued a notice under the Indenture that it has elected to redeem, pursuant to the optional redemption provisions contained in Article 3 of the Indenture, all of the 7.125% Notes that remain outstanding on October 15, 2015 (the “Redemption Date”). As of September 15, 2015, the outstanding principal amount of the 7.125% Notes was $277.5 million.

The aggregate amount deposited with the Trustee to be paid in connection with the redemption of the 7.125% Notes was $296.6 million which includes $277.5 million for 100% of the aggregate outstanding principal amount, $4.9 million for accrued and unpaid interest to the Redemption Date, and the applicable premium as defined in the Indenture. The applicable premium amount is comprised of (a) the present value of the sum of (i) approximately $4.9 million representing interest for the period from the Redemption Date through January 15, 2016, and (ii) the redemption price of 103.563% (expressed as a percentage of the principal amount) of the 7.125% Notes at January 15, 2016, minus (b) the principal amount of the 7.125% Notes. As more specifically set forth in the Indenture, the applicable premium is computed on a present value basis using a published treasury interest rate plus 0.50%.

Holders of 7.125% Notes are encouraged to refer to the notice of redemption. A copy of the notice is attached hereto as Exhibit 99.1.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, including statements regarding the outlook for the Company. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this Current Report on Form 8-K. The most significant of these risks and uncertainties are described in our Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and include business and economic conditions and trends in the telecommunications industry affecting our customers, our ability to effectively execute our business and capital plans, changes in general economic and market conditions, including the stock market, whether the carrying value of our assets may be impaired, and the other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. These filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. The Company does not undertake to update forward looking statements except as required by law.

Item 9.01 Exhibits.

(d) Exhibits.

99.1    Notice of Redemption dated September 15, 2015.

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 thereunto duly authorized.

Dated: September 17, 2015

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

NOTICE OF REDEMPTION AND SATISFACTION AND DISCHARGE

in respect of

7.125% Senior Subordinated Notes due 2021

of

Dycom Investments, Inc.

(CUSIP No. 144A: 267482 AE7)*

September 15, 2015

Redemption Date: October 15, 2015

To: The Holders of all of the outstanding principal amount of Dycom Investments, Inc. 7.125% Senior Subordinated Notes due 2021 (the “Notes”)

NOTICE IS HEREBY GIVEN that, Dycom Investments, Inc. (the “Company”) has elected to redeem all of the issued and outstanding Notes pursuant to the terms of the Notes and Section 3.07(e) of the Indenture, dated as of January 21, 2011(as supplemented and amended, including pursuant to the First Supplemental Indenture, dated as of January 28, 2011, the Second Supplemental Indenture, dated as of December 12, 2012, the Third Supplemental Indenture dated as of February 26, 2013, the Fourth Supplemental Indenture, dated as of July 26, 2013, the Fifth Supplemental Indenture, dated as of July 25, 2014, the Sixth Supplemental Indenture, dated as of October 24, 2014, the Seventh Supplemental Indenture, dated as of January 24, 2015 and the Eighth Supplemental Indenture dated as of July 27, 2015, the “Indenture”), between the Company, the guarantors party thereto and U.S. Bank National Association, as Trustee (the “Trustee”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture. The outstanding principal amount of the Notes is $277,500,000.

1. The Company will redeem all outstanding Notes on October 15, 2015 (the “Redemption Date”). On the Redemption Date, the Redemption Price (as defined below) will become due and payable and interest shall cease to accrue on the Notes on and after the Redemption Date.

2. The Company will pay a Redemption Price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Price”). The applicable Premium is $51.10 per $1,000 of outstanding principal amount of Notes and the accrued and unpaid interest is $17.81 per $1,000 of outstanding principal of the Notes.

3. Payment will be made upon presentation and surrender of the Notes at:

By Hand, Registered or Certified Mail, or Overnight Delivery

U.S. Bank National Association

Corporate Trust Services

111 Fillmore Ave. E

St. Paul, MN 55107

1-800-934-6802

The Company has deposited the Redemption Price with U.S. Bank National Association (the “Paying Agent”) in accordance with the terms of the Indenture. Holders must surrender their Notes to the Paying Agent in order to collect the Redemption Price. The Indenture governing the Notes has been satisfied and discharged as provided in Section 12.01 of the Indenture. Payment of the Redemption Price will be made upon presentation and surrender of the Notes. Interest accrued to the Redemption Date will be paid as specified in this Notice. No further interest will accrue on the Notes on or after the Redemption Date.

The method of delivery of the Notes is at option and risk of the holders but, if mail is used, registered mail is recommended for your protection.

4. No representation is made as to the correctness of CUSIP or other similar numbers either appearing on this Notice or the notice to the Trustee. None of the Company, the Trustee or any agent of the Company or the Trustee shall have any liability in respect of the use of any CUSIP or other similar number or numbers on such notices, and the redemption of such Notes shall not be affected by any defect in or omission of such numbers. The CUSIP numbers are included herein solely for the convenience of the registered owners of the Notes.

BY: DYCOM INVESTMENTS, Inc.

IMPORTANT TAX INFORMATION

The payer may be required to withhold 28% of the payment upon redemption to certain holders of the Notes who have failed to furnish the payer with a completed Internal Revenue Service Form W-9, entitled “Request for Taxpayer Identification and Certification” (in the case of a U.S. person) or applicable Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI or other applicable Form W-8 (in the case of a non-U.S. person) or exemption certificate of the payee.  Therefore, please furnish a correctly completed Form W-9 or W-8, as applicable, to your payer, or exemption certificate or equivalent, prior to the redemption to avoid any such withholding or penalties.

* No representation is being made by the Company or the Trustee as to the correctness or accuracy of the CUSIP numbers.