MasTec Announces Commencement of Cash Tender Offer for IEA's 6.625% Senior Notes due 2029
PR Newswire
CORAL GABLES, Fla., June 5, 2024
CORAL GABLES, Fla., June 5, 2024 /PRNewswire/ -- MasTec, Inc. $(MTZ)$ ("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
Outstanding Early Total
IEA Notes Principal Offer Tender Consideration(1),
IEA Notes CUSIP Amount Consideration(1) Payment(1) (2)
-------------- ----------- ------------ ---------------- ---------- -----------------
(144A)
45174AAA0
(Reg S)
6.625% Senior U4502YAA5
Notes due $(IAI)$
2029 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 $(888.UK)$ 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,
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