MasTec gives results in exchange offer for IEA notes

By Mary-Katherine Stinson

Lexington, Ky., Oct. 24 – MasTec, Inc. announced the expiration and the results of its offer to exchange any and all of the outstanding $300 million of 6.625% senior notes due Aug. 15, 2029 (Cusips: 45174AAA0, U4502YAA5 and 45174AAB8) issued by IEA Energy Services LLC, a subsidiary of Infrastructure and Energy Alternatives, Inc., for new notes with the same coupon and maturity date issued by MasTec, according to a news release.

As of the expiration deadline of 5 p.m. ET on Oct. 21, $74,884,000 total principal amount of IEA existing notes, or 24.96%, were tendered.

The company also announced that the conditions for the completion of the exchange offer had either been satisfied or waived.

The liability exercise had been conditioned on the closing of the merger between MasTec and IEA, in which IEA survives as a wholly owned subsidiary of MasTec. The merger closed on Oct. 7.

The company did not obtain the required consents to adopt the proposed amendments to the IEA existing indenture. The company waived that condition.

Following the IEA acquisition, the IEA existing notes have been rated investment grade, triggering an automatic suspension of certain covenants, including those that would have been eliminated by the proposed amendments, according to the terms of the IEA notes indenture.

Offer details

As previously reported, in terms of the exchange offer, MasTec was offering an even amount of exchange notes to tendering noteholders, inclusive of a $50 early tender payment.

The new exchange notes are the general senior unsecured obligations of MasTec and will rank equally in right of payment with all of its existing and future unsecured debt.

The company was also soliciting consents from holders of the existing IEA notes to eliminate or modify certain of the covenants, restrictive provisions and events of default in the note indenture. The proposed amendments required the consents of holders of at least a majority in principal amount of the notes.

The consent payment and total consideration had been modified from the original offer as follows: for each $1,000 principal amount of notes tendered at or prior to the consent revocation deadline noteholders will be eligible to receive a consent payment of either $2.50 in cash or, if the requisite consents are obtained, the success fee in cash.

If the requisite consents had been obtained at or prior to the deadline, the company would have paid a total of $750,000 prorated to all tendering holders who did not revoke their consents. As a result, the success fee would have ranged from $2.50 per $1,000 (if all holders consent) to approximately $5 per $1,000 (if holders of a simple majority of the aggregate principal amount of the notes consent).

The success fee included the consent payment.

History of the offer

Since the offer’s launch, the deadlines were repeatedly extended.

The company last amended the early tender date and consent deadline to be 5 p.m. ET on Oct. 14.

The final expiration time had already previously been extended to 5 p.m. ET on Oct. 14. It was originally set to expire at 5 p.m. ET on Sept. 30.

Previously, the early tender deadline and consent deadline was 5 p.m. ET on Sept. 23. This was pushed back from 5 p.m. ET on Sept. 9, originally the same time on Sept. 1. When the offer was launched, the original deadlines for early tender and consent were Aug. 19.

As of 5 p.m. ET on Oct. 14, the company had reported holders of approximately 25% of the outstanding principal amount of the IEA notes had tendered their notes. In an earlier press release, MasTec reported as of Sept. 9, which was the third extended early deadline, that holders of 25.8% of the outstanding principal amount of the IEA notes had tendered their notes.

The exchange offer and consent solicitation were open to qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S.

D.F. King & Co., Inc. (800 549-6864, 212 269-5550 or mastec@dfking.com) is the exchange agent and information agent.

Coral Gables, Fla.-based MasTec is an infrastructure construction company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.