MasTec Commences Tender Offer and Consent Solicitation for its 7.625% Senior Notes Due 2017

CORAL GABLES, Fla., March 1, 2013 /PRNewswire/ -- MasTec, Inc. (NYSE: MTZ) — MasTec, Inc. (the "Company" or "MasTec") today announced the commencement of a 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 the solicitation of consents from the holders (the "Holders") of the Notes to adopt certain amendments to the indenture governing the Notes.

Certain information related to the Notes and the tender offer is listed below:












Consideration1, 2








Notes due










5:00 P.M.


March 14,


11:59 P.M.


March 28,




For each $1,000 principal amount of Notes, excluding accrued but unpaid interest thereon, which interest will be paid in addition to the Offer Consideration or the Total Consideration, as applicable.


Total Consideration includes the Early Tender Payment.

The tender offer is scheduled to expire at 11:59 P.M., Eastern Time, on March 28, 2013, unless extended or earlier terminated (the "Expiration Time").  Holders who validly tender their Notes and deliver their consents at or before 5:00 P.M., Eastern Time, on March 14, 2013, unless extended or earlier terminated (the "Early Tender Deadline"), will receive $1,027.92 per $1,000 principal amount of Notes (the "Total Consideration"), if such Notes are accepted for purchase, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes (the "Early Tender Payment").  Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but by the Expiration Time will receive $997.92 per $1,000 principal amount of Notes (the "Offer Consideration") if such Notes are accepted for purchase.  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 in the tender offer.

Holders who validly tender their Notes and deliver their consents by the Early Tender Deadline (and do not validly withdraw their Notes or revoke their consents), and whose Notes are accepted for purchase, will, if the Company so elects, receive payment on a business day following the Early Tender Deadline but before the Expiration Time.  Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but by the Expiration Time, and whose Notes are accepted for purchase, will receive payment promptly after the Expiration Time.

The tender offer is subject to the satisfaction or waiver of certain conditions, including a financing condition and general conditions.  The consents are being solicited to eliminate substantially all of the restrictive covenants and related events of default contained in the indenture governing the Notes.  If 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 governing the Notes.  Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.

Holders may withdraw tenders and revoke consents at any time prior to the earlier of (1) 5:00 P.M., Eastern Time, on March 14, 2013 (unless extended by the Company) and (2) the date on which a supplemental indenture is executed, which is expected to promptly follow receipt of the consents of a majority of the Notes outstanding.

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 governing the Notes 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.

About MasTec

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.comJose Mas, CEO of MasTec, has led the Company since April of 2007.

Forward-Looking Statements

This press release contains forward-looking statements.  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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