MasTec Announces Expiration of Tender Offer and Consent Solicitation for Senior Notes Due 2017
CORAL GABLES, Fla., March 29, 2013 /PRNewswire/ -- MasTec, Inc. (NYSE: MTZ) — MasTec, Inc. (the "Company" or "MasTec") today announced the expiration and final results of its previously announced cash tender offer for any and all of its $150,000,000 outstanding principal amount of 7.625% Senior Notes due 2017 (the "Notes") and solicitation of consents from the holders (the "Holders") of the Notes to adopt certain amendments to the indenture governing the Notes (the "Indenture"). The tender offer expired pursuant to its terms at 11:59 P.M., Eastern Time, on March 28, 2013 (the "Expiration Time").
On March 18, 2013 (the "Initial Payment Date"), MasTec made a payment in cash for all Notes tendered prior to 5:00 P.M., Eastern Time, on March 14, 2013 (the "Early Tender Deadline"). As of the Early Tender Deadline, MasTec had received tenders and consents in respect of $121,125,000 aggregate principal amount of the Notes, representing approximately 80.75% of the outstanding aggregate principal amount of the Notes, all of which were accepted for purchase. The Holders of the accepted Notes received total consideration of $1,027.92 per $1,000 principal amount of Notes tendered, which amount included an early tender payment of $30.00 per $1,000 principal amount of Notes tendered. Holders whose tendered Notes were accepted for purchase also received accrued and unpaid interest from, and including, the most recent interest payment date for the Notes, to, but not including, the Initial Payment Date.
As of the Early Tender Deadline, MasTec also received consents from Holders representing approximately 80.75% of the aggregate principal amount outstanding of the Notes, a sufficient number of consents to effect the proposed amendments to the Indenture. On the Initial Payment Date, MasTec and the guarantors party to the Indenture entered into a supplemental indenture effecting the proposed amendments with respect to the Notes.
Between the Early Tender Deadline and the Expiration Time, MasTec received no additional tenders of Notes.
A total of approximately $28,875,000 in aggregate principal amount of the Notes remains outstanding. As previously announced, MasTec has called for redemption all of its remaining outstanding Notes not purchased in the tender offer, with a redemption date of April 1, 2013 (the "Redemption Date"). The CUSIP numbers for the Notes are 576323AF6, 576323AE9 and U5759TAB1. Upon redemption, Holders of the Notes being redeemed will receive 102.542% of the principal amount thereof (or $1,025.42 per $1,000 in principal amount of the Notes) plus accrued interest from and including the most recent interest payment date to, but not including, the Redemption Date.
A notice of redemption has been mailed to all registered Holders of the Notes. Copies of the Notice of Redemption may be obtained from U.S. Bank National Association, the paying agent, by calling (800) 934-6802 (U.S. toll-free).
The tender offer and consent solicitation were made upon the terms and subject to the conditions set forth in the related 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).
This press release appears as a matter of record only and 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 were 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.
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.
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