CORAL
GABLES, Fla., June 5, 2024
/PRNewswire/ -- MasTec, Inc. (NYSE: MTZ) ("MasTec") today announced
that IEA Energy Services LLC, a wholly owned subsidiary of MasTec
("IEA"), has commenced a cash tender offer for any and all of its
$225.1 million in outstanding
principal amount of 6.625% Senior Notes due 2029 (the "IEA Notes")
and the solicitation of consents from the holders (the "Holders")
of the IEA Notes to adopt certain amendments to the IEA Indenture
(as defined below) (the "Tender Offer").
Certain information related to the IEA Notes and the Tender
Offer is listed below:
IEA Notes
|
IEA Notes
CUSIP
|
IEA Notes
Outstanding
Principal
Amount
|
Offer
Consideration(1)
|
Early Tender
Payment(1)
|
Total
Consideration(1),(2)
|
6.625% Senior
Notes due
2029
|
(144A)
45174AAA0
(Reg S) U4502YAA5
(IAI) 45174AAB8
|
$225,116,000
|
$950.00
|
$50.00
|
$1,000.00
|
(1) For each $1,000
principal amount of IEA Notes, excluding accrued but unpaid
interest thereon, which interest will be paid in
addition to the Offer Consideration or the Total Consideration, as
applicable.
|
(2) Total Consideration
includes the Early Tender Payment.
|
The Tender Offer is scheduled to expire at 5:00 P.M.,
Eastern Time on July 5, 2024, unless
extended or earlier terminated (the "Expiration Time"). Holders who
validly tender their IEA Notes at or before 5:00 P.M., Eastern Time on June 18, 2024, unless extended or earlier
terminated (the "Early Tender Deadline") will receive $1,000 per $1,000
principal amount of IEA Notes (the "Total Consideration"), if
such IEA Notes are accepted for purchase, which includes an early
tender payment of $50 per
$1,000 principal amount of IEA Notes
(the "Early Tender Payment"). Holders who validly tender their IEA
Notes after the Early Tender Deadline but by the Expiration Time
will receive $950 per $1,000 principal amount of IEA Notes (the "Offer
Consideration") if such IEA Notes are accepted for purchase.
Holders whose tendered IEA Notes are accepted for purchase will
also receive accrued and unpaid interest from, and including, the
most recent interest payment date for the IEA Notes, to, but not
including, the applicable payment date for the IEA Notes in the
Tender Offer.
Holders who validly tender their IEA Notes by the Early Tender
Deadline (and do not validly withdraw their IEA Notes), and whose
IEA Notes are accepted for purchase, are expected to, if IEA so
elects, receive payment on June 24,
2024. Holders who validly tender their IEA Notes after the
Early Tender Deadline but prior to the Expiration Time, and whose
IEA Notes are accepted for purchase, will receive payment promptly
after the Expiration Time, which is expected to be July 9, 2024.
As part of the Tender Offer, IEA is soliciting consents (the
"Consent Solicitation") with respect to the IEA Notes, to eliminate
substantially all of the restrictive covenants and related events
of default (the "Proposed Amendments") in the indenture, dated as
of August 17, 2021 (the "IEA Indenture"), among IEA, the
guarantors party thereto and Wilmington Trust, National
Association, as trustee, which governs the IEA Notes. The Proposed
Amendments require the consent of at least a majority in aggregate
principal amount of the outstanding IEA Notes (the "Requisite
Consents").
Holders may not tender their IEA Notes in the Tender Offer
without delivering consents or deliver consents without tendering
their IEA Notes.
The Tender Offer is subject to the satisfaction or waiver of
certain conditions, including the condition that MasTec
successfully completes one or more debt financing transactions,
including potential debt securities offerings, in an amount equal
to or greater than $600.0 million, on
terms acceptable to MasTec. The Tender Offer is not conditioned
upon the receipt of the Requisite Consents.
IEA Notes tendered pursuant to the Tender Offer may be validly
withdrawn and consents delivered may be validly revoked at any time
before 5:00 P.M., Eastern Time on
June 18, 2024, unless extended by
IEA.
IEA has retained J.P. Morgan to serve as the sole Dealer Manager
for the Tender Offer. Questions regarding the Tender Offer may be
directed to J.P. Morgan at (212) 834-4818 or toll-free at (866)
834-4666. You may also contact your broker, dealer, commercial bank
or trust company or other nominee for assistance.
The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase and Consent Solicitation
statement dated June 5, 2024. Copies
of such document may be obtained by contacting D.F. King, as
Tender Agent and Information Agent, by telephone at (888) 605-1956
(U.S. toll-free) or (212) 269-5550 (banks and brokers), or by email
at IEA@dfking.com for the Tender Offer.
None of MasTec, IEA, the Dealer Manager, the Tender Agent or the
Information Agent makes any recommendation as to whether Holders
should tender their IEA Notes pursuant to the Tender Offer or
whether Holders should deliver their consents to the Proposed
Amendments, and no one has been authorized by any of them to make
such recommendations. Holders must make their own decisions as to
whether to tender IEA Notes and deliver consents, and, if so, the
principal amount of IEA Notes to tender.
This press release is provided for informational purposes only
and does not constitute an offer to sell or purchase, or a
solicitation of an offer purchase, or the solicitation of tenders
or consents with respect to, any security. No offer, solicitation
or purchase will be made in any jurisdiction in which such an
offer, solicitation or purchase would be unlawful. The Tender Offer
is being made solely pursuant to the offering documents referenced
above and only to such persons and in such jurisdictions as are
permitted under applicable law.
About MasTec
MasTec, Inc. is a leading infrastructure construction company
operating mainly throughout North
America across a range of industries. MasTec's primary
activities include the engineering, building, installation,
maintenance and upgrade of communications, energy, utility and
other infrastructure, such as: wireless, wireline/fiber and
customer fulfillment activities; power delivery infrastructure,
including transmission, distribution, environmental planning and
compliance; power generation infrastructure, primarily from clean
energy and renewable sources; pipeline infrastructure, including
for natural gas, water and carbon capture sequestration pipelines
and pipeline integrity services; heavy civil and industrial
infrastructure, including roads, bridges and rail; and
environmental remediation services. MasTec's customers are
primarily in these industries.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements include, but are not limited to, the
anticipated results and execution of the Tender Offer and Consent
Solicitation and the actions that IEA may take with respect
thereto; expectations regarding the future financial and
operational performance of MasTec; expectations regarding MasTec's
business or financial outlook; expectations regarding MasTec's
plans, strategies and opportunities; expectations regarding
opportunities, technological developments, competitive positioning,
future economic conditions and other trends in particular markets
or industries; the impact of inflation on MasTec's costs and the
ability to recover increased costs, as well as other statements
reflecting expectations, intentions, assumptions or beliefs about
future events and other statements that do not relate strictly to
historical or current facts. These statements are based on
currently available operating, financial, economic and other
information, and are subject to a number of significant risks and
uncertainties. A variety of factors in addition to those mentioned
above, many of which are beyond our control, could cause actual
future results to differ materially from those projected in the
forward-looking statements. Other factors that might cause such a
difference include, but are not limited to: risks related to timely
completion, or completion at all, of the Tender Offer; risks
related to IEA's ability to obtain consents under the Consent
Solicitation; risks that conditions to the closing of the proposed
transaction are not satisfied or waived at all or on the
anticipated timeline; market conditions, including from rising or
elevated levels of inflation or interest rates, regulatory or
policy changes, including permitting processes and tax incentives
that affect us or our customers' industries, supply chain issues
and technological developments; the effect of federal, local,
state, foreign or tax legislation and other regulations affecting
the industries we serve and related projects and expenditures;
project delays due to permitting processes, compliance with
environmental and other regulatory requirements and challenges to
the granting of project permits, which could cause increased costs
and delayed or reduced revenue; the effect on demand for our
services of changes in the amount of capital expenditures by our
customers due to, among other things, economic conditions,
including potential economic downturns, inflationary issues, the
availability and cost of financing, supply chain disruptions,
climate-related matters, customer consolidation in the industries
we serve and/or the effects of public health matters; activity in
the industries we serve and the impact on the expenditure levels of
our customers of, among other items, fluctuations in commodity
prices, including for fuel and energy sources, fluctuations in the
cost of materials, labor, supplies or equipment, and/or
supply-related issues that affect availability or cause delays for
such items; the outcome of our plans for future operations, growth
and services, including business development efforts, backlog,
acquisitions and dispositions; risks related to completed or
potential acquisitions, including our ability to integrate acquired
businesses within expected timeframes, including their business
operations, internal controls and/or systems, which may be found to
have material weaknesses, and our ability to achieve the revenue,
cost savings and earnings levels from such acquisitions at or above
the levels projected, as well as the risk of potential asset
impairment charges and write-downs of goodwill; our ability to
manage projects effectively and in accordance with our estimates,
as well as our ability to accurately estimate the costs associated
with our fixed price and other contracts, including any material
changes in estimates for completion of projects and estimates of
the recoverability of change orders; our ability to attract and
retain qualified personnel, key management and skilled employees,
including from acquired businesses, our ability to enforce any
noncompetition agreements, and our ability to maintain a workforce
based upon current and anticipated workloads; any material changes
in estimates for legal costs or case settlements or adverse
determinations on any claim, lawsuit or proceeding; the adequacy of
our insurance, legal and other reserves; the timing and extent of
fluctuations in operational, geographic and weather factors,
including from climate-related events, that affect our customers,
projects and the industries in which we operate; the highly
competitive nature of our industry and the ability of our
customers, including our largest customers, to terminate or reduce
the amount of work, or in some cases, the prices paid for services,
on short or no notice under our contracts, and/or customer disputes
related to our performance of services and the resolution of
unapproved change orders; the effect of state and federal
regulatory initiatives, including risks related to the costs of
compliance with existing and potential future environmental, social
and governance requirements, including with respect to
climate-related matters; requirements of and restrictions imposed
by our credit facility, term loans, senior notes and any future
loans or securities; systems and information technology
interruptions and/or data security breaches that could adversely
affect our ability to operate, our operating results, our data
security or our reputation, or other cybersecurity-related matters;
our dependence on a limited number of customers and our ability to
replace non-recurring projects with new projects; risks associated
with potential environmental issues and other hazards from our
operations; disputes with, or failures of, our subcontractors to
deliver agreed-upon supplies or services in a timely fashion, and
the risk of being required to pay our subcontractors even if our
customers do not pay us; risks related to our strategic
arrangements, including our equity investments; risks associated
with volatility of our stock price or any dilution or stock price
volatility that shareholders may experience, including as a result
of shares we may issue as purchase consideration in connection with
acquisitions, or as a result of other stock issuances; our ability
to obtain performance and surety bonds; risks associated with
operating in or expanding into additional international markets,
including risks from fluctuations in foreign currencies, foreign
labor and general business conditions and risks from failure to
comply with laws applicable to our foreign activities and/or
governmental policy uncertainty; risks related to our operations
that employ a unionized workforce, including labor availability,
productivity and relations, risks related to a small number of our
existing shareholders having the ability to influence major
corporate decisions, as well as risks associated with multiemployer
union pension plans, including underfunding and withdrawal
liabilities; risks associated with our internal controls over
financial reporting, as well as other risks detailed in our filings
with the Securities and Exchange Commission.
We believe these forward-looking statements are reasonable;
however, you should not place undue reliance on any forward-looking
statements, which are based on current expectations. Furthermore,
forward-looking statements speak only as of the date they are made.
If any of these risks or uncertainties materialize, or if any of
our underlying assumptions are incorrect, our actual results may
differ significantly from the results that we express in, or imply
by, any of our forward-looking statements. These and other risks
are detailed in our filings with the Securities and Exchange
Commission. We do not undertake any obligation to publicly update
or revise these forward-looking statements after the date of this
press release to reflect future events or circumstances, except as
required by applicable law. We qualify any and all of our
forward-looking statements by these cautionary factors.
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SOURCE MasTec, Inc.