MasTec, Inc. Announces Results of Early Participation in Tender Offer and Consent Solicitation
PR Newswire
CORAL GABLES, Fla., June 20, 2024
CORAL GABLES, Fla., June 20, 2024 /PRNewswire/ -- MasTec, Inc. $(MTZ)$ ("MasTec") announced that IEA Energy Services LLC, a wholly owned subsidiary of MasTec ("IEA"), has received valid consents from holders (the "Holders") of not less than a majority in principal amount of IEA's 6.625% Senior Notes due 2029 (the "IEA Notes") sufficient to adopt the Proposed Amendments (as defined herein) with respect to the IEA Notes Indenture (as defined herein) pursuant to the previously announced cash tender offer for any and all outstanding IEA Notes (the "Tender Offer") and the related solicitation of consents from the Holders of the IEA Notes (the "Consent Solicitation").
The Tender Offer expires at 5:00 p.m., Eastern Time, on July 5, 2024 (such date and time, as the same may be extended, the "Expiration Time").
The consents received in the Consent Solicitation from the holders of a majority of the aggregate principal amount of the outstanding IEA Notes (the "Requisite Consents") permit IEA to eliminate or modify certain of the covenants, restrictive provisions and events of default (such amendments, as further described in the Offer to Purchase (as defined herein), the "Proposed Amendments") in the indenture, dated as of August 17, 2021, governing the IEA Notes (the "IEA Notes Indenture"). Accordingly, IEA will execute a supplemental indenture (the "Supplemental Indenture") to the IEA Notes Indenture to effect the Proposed Amendments. Although the Supplemental Indenture will become effective upon execution thereof, the Proposed Amendments will not become operative unless and until the IEA Notes with respect to which the Requisite Consents have been delivered are paid for.
As of 5:00 p.m., Eastern Time on June 18, 2024 (the "Early Tender Deadline"), the principal amount of IEA Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby validly delivered and not validly revoked). For IEA Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline, Holders of such IEA Notes are eligible to receive the total consideration (the "Total Consideration"), which consists of $950 per $1,000 principal amount of such IEA Notes (the "Offer Consideration"), and an early tender premium, equal to $50 per $1,000 principal amount of such IEA Notes (the "Early Tender Payment"). To be eligible to receive the Total Consideration, such Holders must (i) have validly tendered (and not validly withdrawn) their IEA Notes at or prior to the Early Tender Deadline and (ii) validly delivered (and not validly revoked) their consent in the Consent Solicitation at or prior to the Early Tender Deadline.
IEA Notes Tendered at
Early Tender Deadline
------- ----------- ------------ ---------------- ---------- ------------------- ------------------------
IEA Notes
Outstanding Early
IEA Principal Offer Tender Total Principal
Notes CUSIP Amount Consideration(1) Payment(1) Consideration(1)(2) Amount Percentage
------- ----------- ------------ ---------------- ---------- ------------------- ------------ ----------
(144A)
6.625% 45174AAA0
Senior (Reg S)
Notes U4502YAA5
due $(IAI)$
2029 45174AAB8 $225,116,000 $950.00 $50.00 $1,000.00 $203,709,000 90.49 %
(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.
Pursuant to the terms and conditions of the Tender Offer and Consent Solicitation, IEA has accepted for purchase all IEA Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and payment of the Total Consideration, plus accrued and unpaid interest, will be made to the Holders of such IEA Notes on June 24, 2024.
The payment date of the Offer Consideration for IEA Notes that are validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase is expected to be July 9, 2024. In accordance with the terms of the Tender Offer and Consent Solicitation, the withdrawal deadline was 5:00 p.m., Eastern Time, on June 18, 2024. As a result, tendered Notes may no longer be withdrawn, and delivered consents may no longer be revoked, except in certain limited circumstances where additional withdrawal rights are required by law.
Since at least 90% of Holders of the outstanding principal amount of IEA Notes validly tendered and did not validly withdraw such IEA Notes, IEA expects to exercise its right, pursuant to the terms of the IEA Notes Indenture, to redeem the remaining IEA Notes that are outstanding following the Expiration Time. Such redemption will be at a redemption price equal to the Offer Consideration, plus accrued and unpaid interest, if any. This press release is not a notice of redemption of the IEA Notes and there can be no assurance that the Company will redeem the remaining IEA Notes outstanding.
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 and Consent Solicitation are described in the offer to purchase and consent solicitation statement, dated June 5, 2024 (the "Offer to Purchase"), copies of which may be obtained by contacting D.F. King, the tender agent and information agent in connection with the Tender Offer and Consent Solicitation, 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.
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, Inc.
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,
(MORE TO FOLLOW) Dow Jones Newswires
June 20, 2024 06:55 ET (10:55 GMT)
Comments