CORAL
GABLES, Fla., June 5, 2024
/PRNewswire/ -- MasTec, Inc. (NYSE: MTZ) ("MasTec") today announced
the pricing of its public offering of $550,000,000 aggregate principal amount of senior
notes due 2029. The notes will pay interest semi-annually at a rate
of 5.900% and will mature on June 15,
2029. The notes were priced at 99.956%.
The notes will be MasTec's senior unsecured obligations and will
rank equal in right of payment with all existing and future senior
unsecured indebtedness of MasTec, and senior in right of payment to
any future subordinated indebtedness of MasTec. The notes will be
effectively subordinated to all secured indebtedness of MasTec, to
the extent of the value of the assets securing such indebtedness.
The notes will be structurally subordinated to all of the
liabilities of the subsidiaries of MasTec, including trade payables
and any outstanding IEA 6.625% Notes (as defined below).
MasTec intends to use the net proceeds from the offering (i)
subject to the terms and conditions of the previously announced
tender offer by IEA Energy Services LLC, a wholly owned subsidiary
of MasTec, to purchase any and all of its 6.625% Senior Notes due
2029 (the "IEA 6.625% Notes") that are validly tendered and not
validly withdrawn and accepted for purchase pursuant to the tender
offer, (ii) to repay some or all of the term loans outstanding
under MasTec's three-year term loan facility and (iii) to pay
related fees and expenses. MasTec intends to use any remaining net
proceeds thereafter to repay a portion of its senior unsecured
credit facility and/or for general corporate purposes. Prior to the
consummation of the tender offer, the net proceeds may be used for
general corporate purposes, including the temporary repayment of a
portion of MasTec's revolving credit facility.
MasTec expects to close the notes offering on June 10, 2024, subject to customary conditions,
but closing is not contingent on the successful completion of the
tender offer.
J.P. Morgan Securities LLC and BofA Securities, Inc. are acting
as joint book-running managers for the notes offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the senior notes, nor shall there
be any sale of the senior notes in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or jurisdiction. A shelf registration statement
relating to the notes was filed with the Securities and Exchange
Commission and is effective. A written prospectus and accompanying
base prospectus for this offering describing the terms of the
offering and meeting the requirements of Section 10 of the
Securities Act of 1933 (other than a free writing prospectus as
defined in Securities Act Rule 405) will be filed with the
Securities and Exchange Commission and when available may be
obtained for free by visiting EDGAR on the SEC website at
www.sec.gov or by contacting J.P. Morgan Securities LLC, 383
Madison Avenue, New York, New York
10179, Attn: Investment Grade Syndicate Desk – 3rd floor, by
calling collect at (212) 834-4533, and BofA Securities, Inc., 201
North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attn: Prospectus
Department, by calling toll free at (800) 294-1322 or by email at
dg.prospectus_requests@bofa.com.
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 within
the meaning of the Private Securities Litigation Reform Act.
Forward-looking statements include, but are not limited to,
statements relating to the terms, timing and completion of the
offering of notes by MasTec, including the anticipated use of
proceeds therefrom, the anticipated results and execution of the
tender offer and consent solicitation and the actions that MasTec
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 MasTec'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.