CORALGABLES, Fla., June 5, 2024/PRNewswire/ -- MasTec, Inc. (NYSE: MTZ) ("MasTec") today announcedthat 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 outstandingprincipal 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 TenderOffer is listed below:
| IEA Notes | IEA Notes | Offer | Early Tender | Total |
6.625% Senior | (144A) | $225,116,000 | $950.00 | $50.00 | $1,000.00 |
(1) For each $1,000principal amount ofIEA Notes, excluding accrued but unpaidinterest thereon, which interest will be paid in |
(2) Total Considerationincludes the Early Tender Payment. |
The Tender Offer is scheduled to expire at 5:00P.M.,Eastern Time on July 5, 2024, unlessextended or earlier terminated (the "Expiration Time"). Holders whovalidly tender theirIEA Notes at or before 5:00 P.M., Eastern Time on June 18, 2024, unless extended or earlierterminated (the "Early Tender Deadline") will receive $1,000 per $1,000principal amount ofIEA Notes (the "Total Consideration"), ifsuch IEA Notes are accepted for purchase, which includes an earlytender payment of $50 per$1,000 principal amount of IEA Notes(the "Early Tender Payment"). Holders who validly tender their IEANotes after the Early Tender Deadline but by the Expiration Timewill receive $950 per $1,000 principal amount of IEA Notes (the "OfferConsideration") if such IEA Notes are accepted for purchase.
Holders whose tendered IEA Notes are accepted for purchase willalso receive accrued and unpaid interest from, and including, themost recent interest payment date for the IEA Notes, to, but notincluding, the applicable payment date for the IEA Notes in theTender Offer.
Holders who validly tender their IEA Notes by the Early TenderDeadline (and do not validly withdraw their IEA Notes), and whoseIEA Notes are accepted for purchase, are expected to, if IEA soelects, receive payment on June 24,2024. Holders who validly tender their IEA Notes after theEarly Tender Deadline but prior to the Expiration Time, and whoseIEA Notes are accepted for purchase, will receive payment promptlyafter 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 eliminatesubstantially all of the restrictive covenants and related eventsof default (the "Proposed Amendments") in the indenture, dated asofAugust 17, 2021 (the "IEA Indenture"), among IEA, theguarantors party thereto and Wilmington Trust, NationalAssociation, as trustee, which governs the IEA Notes. The ProposedAmendments require the consent of at least a majority in aggregateprincipal amount of the outstanding IEA Notes (the "RequisiteConsents").
Holders may not tender their IEA Notes in the Tender Offerwithout delivering consents or deliver consents without tenderingtheir IEA Notes.
The Tender Offer is subject to the satisfaction or waiver ofcertain conditions, including the condition that MasTecsuccessfully completes one or more debt financing transactions,including potential debt securities offerings, in an amount equalto or greater than $600.0 million, onterms acceptable to MasTec. The Tender Offer is not conditionedupon the receipt of the Requisite Consents.
IEA Notes tendered pursuant to the Tender Offer may be validlywithdrawn and consents delivered may be validly revoked at any timebefore 5:00 P.M., Eastern Time onJune 18, 2024, unless extended byIEA.
IEA has retained J.P. Morgan to serve as the sole Dealer Managerfor the Tender Offer. Questions regarding the Tender Offer may bedirected to J.P. Morgan at (212) 834-4818 or toll-free at (866)834-4666. You may also contact your broker, dealer, commercial bankor trust company or other nominee for assistance.
The complete terms and conditions of the Tender Offer aredescribed in the Offer to Purchase and Consent Solicitationstatement dated June 5, 2024. Copiesof such document may be obtained by contactingD.F. King, asTender Agent and Information Agent, by telephone at (888) 605-1956(U.S. toll-free) or (212) 269-5550 (banks and brokers), or by emailat IEA@dfking.com for the Tender Offer.
None of MasTec, IEA, the Dealer Manager, the Tender Agent or theInformation Agent makes any recommendation as to whether Holdersshould tender their IEA Notes pursuant to the Tender Offer orwhether Holders should deliver their consents to the ProposedAmendments, and no one has been authorized by any of them to makesuch recommendations. Holders must make their own decisions as towhether to tender IEA Notes and deliver consents, and, if so, theprincipal amount of IEA Notes to tender.
This press release is provided for informational purposes onlyand does not constitute an offer to sell or purchase, or asolicitation of an offer purchase, or the solicitation of tendersor consents with respect to, any security. No offer, solicitationor purchase will be made in any jurisdiction in which such anoffer, solicitation or purchase would be unlawful. The Tender Offeris being made solely pursuant to the offering documents referencedabove and only to such persons and in such jurisdictions as arepermitted under applicable law.
About MasTec
MasTec, Inc. is a leading infrastructure construction companyoperating mainly throughout NorthAmerica across a range of industries. MasTec's primaryactivities include the engineering, building, installation,maintenance and upgrade of communications, energy, utility andother infrastructure, such as: wireless, wireline/fiber andcustomer fulfillment activities; power delivery infrastructure,including transmission, distribution, environmental planning andcompliance; power generation infrastructure, primarily from cleanenergy and renewable sources; pipeline infrastructure, includingfor natural gas, water and carbon capture sequestration pipelinesand pipeline integrity services; heavy civil and industrialinfrastructure, including roads, bridges and rail; andenvironmental remediation services. MasTec's customers areprimarily in these industries.
Forward-Looking Statements
This press release contains forward-looking statements.Forward-looking statements include, but are not limited to, theanticipated results and execution of the Tender Offer and ConsentSolicitation and the actions that IEA may take with respectthereto; expectations regarding the future financial andoperational performance of MasTec; expectations regarding MasTec'sbusiness or financial outlook; expectations regarding MasTec'splans, strategies and opportunities; expectations regardingopportunities, technological developments, competitive positioning,future economic conditions and other trends in particular marketsor industries; the impact of inflation on MasTec's costs and theability to recover increased costs, as well as other statementsreflecting expectations, intentions, assumptions or beliefs aboutfuture events and other statements that do not relate strictly tohistorical or current facts. These statements are based oncurrently available operating, financial, economic and otherinformation, and are subject to a number of significant risks anduncertainties. A variety of factors in addition to those mentionedabove, many of which are beyond our control, could cause actualfuture results to differ materially from those projected in theforward-looking statements. Other factors that might cause such adifference include, but are not limited to: risks related to timelycompletion, or completion at all, of the Tender Offer; risksrelated to IEA's ability to obtain consents under the ConsentSolicitation; risks that conditions to the closing of the proposedtransaction are not satisfied or waived at all or on theanticipated timeline; market conditions, including from rising orelevated levels of inflation or interest rates, regulatory orpolicy changes, including permitting processes and tax incentivesthat affect us or our customers' industries, supply chain issuesand technological developments; the effect of federal, local,state, foreign or tax legislation and other regulations affectingthe industries we serve and related projects and expenditures;project delays due to permitting processes, compliance withenvironmental and other regulatory requirements and challenges tothe granting of project permits, which could cause increased costsand delayed or reduced revenue; the effect on demand for ourservices of changes in the amount of capital expenditures by ourcustomers due to, among other things, economic conditions,including potential economic downturns, inflationary issues, theavailability and cost of financing, supply chain disruptions,climate-related matters, customer consolidation in the industrieswe serve and/or the effects of public health matters; activity inthe industries we serve and the impact on the expenditure levels ofour customers of, among other items, fluctuations in commodityprices, including for fuel and energy sources, fluctuations in thecost of materials, labor, supplies or equipment, and/orsupply-related issues that affect availability or cause delays forsuch items; the outcome of our plans for future operations, growthand services, including business development efforts, backlog,acquisitions and dispositions; risks related to completed orpotential acquisitions, including our ability to integrate acquiredbusinesses within expected timeframes, including their businessoperations, internal controls and/or systems, which may be found tohave material weaknesses, and our ability to achieve the revenue,cost savings and earnings levels from such acquisitions at or abovethe levels projected, as well as the risk of potential assetimpairment charges and write-downs of goodwill; our ability tomanage projects effectively and in accordance with our estimates,as well as our ability to accurately estimate the costs associatedwith our fixed price and other contracts, including any materialchanges in estimates for completion of projects and estimates ofthe recoverability of change orders; our ability to attract andretain qualified personnel, key management and skilled employees,including from acquired businesses, our ability to enforce anynoncompetition agreements, and our ability to maintain a workforcebased upon current and anticipated workloads; any material changesin estimates for legal costs or case settlements or adversedeterminations on any claim, lawsuit or proceeding; the adequacy ofour insurance, legal and other reserves; the timing and extent offluctuations in operational, geographic and weather factors,including from climate-related events, that affect our customers,projects and the industries in which we operate; the highlycompetitive nature of our industry and the ability of ourcustomers, including our largest customers, to terminate or reducethe amount of work, or in some cases, the prices paid for services,on short or no notice under our contracts, and/or customer disputesrelated to our performance of services and the resolution ofunapproved change orders; the effect of state and federalregulatory initiatives, including risks related to the costs ofcompliance with existing and potential future environmental, socialand governance requirements, including with respect toclimate-related matters; requirements of and restrictions imposedby our credit facility, term loans, senior notes and any futureloans or securities; systems and information technologyinterruptions and/or data security breaches that could adverselyaffect our ability to operate, our operating results, our datasecurity or our reputation, or other cybersecurity-related matters;our dependence on a limited number of customers and our ability toreplace non-recurring projects with new projects; risks associatedwith potential environmental issues and other hazards from ouroperations; disputes with, or failures of, our subcontractors todeliver agreed-upon supplies or services in a timely fashion, andthe risk of being required to pay our subcontractors even if ourcustomers do not pay us; risks related to our strategicarrangements, including our equity investments; risks associatedwith volatility of our stock price or any dilution or stock pricevolatility that shareholders may experience, including as a resultof shares we may issue as purchase consideration in connection withacquisitions, or as a result of other stock issuances; our abilityto obtain performance and surety bonds; risks associated withoperating in or expanding into additional international markets,including risks from fluctuations in foreign currencies, foreignlabor and general business conditions and risks from failure tocomply with laws applicable to our foreign activities and/orgovernmental policy uncertainty; risks related to our operationsthat employ a unionized workforce, including labor availability,productivity and relations, risks related to a small number of ourexisting shareholders having the ability to influence majorcorporate decisions, as well as risks associated with multiemployerunion pension plans, including underfunding and withdrawalliabilities; risks associated with our internal controls overfinancial reporting, as well as other risks detailed in our filingswith the Securities and Exchange Commission.
We believe these forward-looking statements are reasonable;however, you should not place undue reliance on any forward-lookingstatements, 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 ofour underlying assumptions are incorrect, our actual results maydiffer significantly from the results that we express in, or implyby, any of our forward-looking statements. These and other risksare detailed in our filings with the Securities and ExchangeCommission. We do not undertake any obligation to publicly updateor revise these forward-looking statements after the date of thispress release to reflect future events or circ*mstances, except asrequired by applicable law. We qualify any and all of ourforward-looking statements by these cautionary factors.
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SOURCE MasTec, Inc.
