MasTec, Inc. Announces Early Tender and Consent Solicitation Results
CORAL GABLES, Fla., March 15, 2013 /PRNewswire/ -- MasTec, Inc. (MTZ) today announced that holders of $121,125,000 in principal amount of its 7.625% Senior Notes due 2017 (the "Notes"), or 80.75% of the outstanding principal amount, tendered their Notes on or prior to 5:00 p.m., Eastern Time, on March 14, 2013 (the "Early Tender Deadline") pursuant to MasTec's previously announced cash tender offer for any and all of the $150.0 million outstanding principal amount of the Notes. Subject to the terms, and upon satisfaction or waiver of the conditions, of the tender, MasTec intends to exercise the early settlement option for the tender offer, with payment for the tendered Notes expected on March 18, 2013 (the "Initial Payment Date").
In addition, MasTec announced that it received consents from holders of 80.75% of the Notes as of the Early Tender Deadline, which is a sufficient number of consents to effect all of the proposed amendments to the indenture governing the Notes (the "Indenture"), as set forth in MasTec's Offer to Purchase and Consent Solicitation Statement, dated March 1, 2013 (the "Statement"), and the related Consent and Letter of Transmittal, pursuant to which the tender offer and consent solicitation are being made. The proposed amendments eliminate substantially all of the restrictive covenants and related events of default contained in the Indenture. In addition, when the proposed amendments become operative, a notice of redemption to Holders whose Notes are to be redeemed will be permitted to be provided not less than three days before a redemption date instead of not less than 30 days before a redemption date, as currently required under the Indenture. MasTec will execute a supplemental indenture effecting the proposed amendments to the Indenture, which will be effective upon payment for the Notes on the Initial Payment Date. The supplemental indenture, when effective, will be binding on the holders of Notes not purchased in the tender offer.
The tender offer will expire at 11:59 p.m., Eastern Time, on March 28, 2013 unless extended or earlier terminated (the "Expiration Time"). As described in more detail in the Statement and related Consent and Letter of Transmittal, subject to the terms and conditions of the tender offer, holders who validly tendered their Notes and delivered their consents by the Early Tender Deadline (and did not validly withdraw their Notes or revoke their consents) will be entitled to receive $1,027.92 per $1,000 principal amount of Notes tendered (the "Total Consideration"), which includes an early tender payment of $30.00 per $1,000 principal amount of Notes tendered (the "Early Tender Payment"). Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but by the Expiration Time are eligible only to receive an amount equal to the Total Consideration minus the Early Tender Payment, or $997.92 per $1,000 principal amount of Notes tendered. Holders whose tendered Notes are accepted for purchase will also receive accrued and unpaid interest from, and including, the most recent interest payment date for the Notes, to, but not including, the applicable payment date for the Notes. Notes tendered after the Early Tender Deadline may not be withdrawn and the related consents may not be revoked.
The obligation of MasTec to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Offer is conditioned upon the satisfaction or waiver of certain conditions, including a financing condition and general conditions.
If less than all of the Notes are tendered and accepted for purchase pursuant to the tender offer, MasTec expects to redeem the remaining outstanding Notes upon the terms and conditions set forth in the Indenture and satisfy and discharge its obligations under the Indenture, but MasTec is not obligated to do so.
MasTec has retained Barclays Capital Inc. to serve as the Dealer Manager for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Barclays Capital Inc. at (800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect). 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 March 1, 2013 and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting D.F. King & Co., Inc., as Tender Agent and Information Agent, at (800) 769-4414 (U.S. toll-free) or (212) 269-5550 (banks and brokers).
None of MasTec, the Dealer Manager, the Tender Agent or the Information Agent makes any recommendation as to whether holders should tender their Notes pursuant to the tender offer or deliver their consents to the proposed Indenture 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 Notes and deliver consents, and, if so, the principal amount of Notes to tender.
This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful. The tender offer and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement dated March 1, 2013 and the related Consent and Letter of Transmittal. In any jurisdiction in which the laws require that the tender offer and consent solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of MasTec by Barclays Capital Inc. or one or more registered brokers or dealers under the laws of such jurisdiction. The tender offer and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.
MasTec, Inc. is a leading infrastructure construction company operating mainly throughout North America across a range of industries. Our primary activities include, but are not limited to, the engineering, building, installation, maintenance and upgrade of energy, utility and communications infrastructure, including: electrical utility transmission and distribution, power generation, natural gas and petroleum pipeline infrastructure, wireless, wireline and satellite communications, wind farms, solar farms and other renewable energy infrastructure and industrial infrastructure. MasTec's customers are primarily in these industries. The Company's corporate website is located at www.mastec.com. Jose Mas, CEO of MasTec, has led the Company since April of 2007.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to a number of risks, uncertainties, and assumptions, including further or continued economic downturns, reduced capital expenditures, reduced financing availability, customer consolidation and technological and regulatory changes in the industries we serve; market conditions, technical and regulatory changes that affect us or our customers' industries; our ability to accurately estimate the costs associated with our fixed-price and other contracts and performance on such projects; our ability to replace non-recurring projects with new projects; our ability to retain qualified personnel and key management, including from acquired businesses, enforce any noncompetition agreements, integrate acquired businesses within the expected timeframes and achieve the revenue, cost savings and earnings levels from such acquisitions at or above the levels projected; the impact of the American Recovery and Reinvestment Act of 2009 and any similar local or state tax legislation and other regulations affecting renewable energy, electrical transmission, broadband and related projects and expenditures; the effect of state and federal regulatory initiatives, including costs of compliance with existing and future environmental requirements; our ability to attract and retain qualified managers and skilled employees; trends in oil and natural gas prices; increases in fuel, maintenance, materials, labor and other costs; fluctuations in foreign currencies; the timing and extent of fluctuations in geographic, weather, equipment and operational factors affecting the industries in which we operate; any material changes in estimates for legal costs or case settlements or adverse determinations on any claim, lawsuit or proceeding; the highly competitive nature of our industry; our dependence on a limited number of customers; the ability of our customers, including our largest customers, to terminate or reduce the amount of work, or in some cases prices paid for services on short or no notice under our contracts; the impact of any unionized workforce on our operations, including labor availability and relations; liabilities associated with multiemployer union pension plans, including underfunding and withdrawal liabilities, for our operations that employ unionized workers; any liquidity issues related to our securities held for sale; the adequacy of our insurance, legal and other reserves and allowances for doubtful accounts; any exposure related to our divested state Department of Transportation projects and assets; restrictions imposed by our credit facility, senior notes, convertible notes and any future loans or securities; the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and dispositions; any dilution or stock price volatility which shareholders may experience in connection with shares we may issue as consideration for earn-out obligations in connection with past or future acquisitions, or as a result of conversions of convertible notes or other stock issuances; as well as other risks detailed in our filings with the Securities and Exchange Commission. Actual results may differ significantly from results expressed or implied in these statements. We do not undertake any obligation to update forward-looking statements.
SOURCE MasTec, Inc.