MasTec further extends acquisition exchange offer for IEA notes

By Mary-Katherine Stinson

Lexington, Ky., Sept. 12 – MasTec, Inc. further amended and extended 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 and an 8-K filing with the Securities and Exchange Commission.

The company has amended the offer to further extend the deadline for consents, the early tender date and the expiration date.

The early tender deadline is now 5 p.m. ET on Sept. 23. The consent deadline is now the earlier of 5 p.m. ET on Sept. 23 and 5 p.m. ET on the date that the requisite consents are obtained.

The early deadline was extended from 5 p.m. ET on Sept. 9, originally the same time on Sept. 1. The consent deadline was extended from the earlier of 5 p.m. ET on Sept. 9 and 5 p.m. ET on the date that the requisite consents are obtained. The previous consent deadline was 5 p.m. ET on Sept. 1, originally 5 p.m. ET on Aug. 19.

The final expiration time is now extended to 5 p.m. ET on Oct. 14. It was originally set to expire at 5 p.m. ET on Sept. 30.

As of 5 p.m. ET on Sept. 9, which was the previous early deadline, holders of 25.8% of the outstanding principal amount of the IEA notes had tendered their notes.

All other terms and conditions of the offer remain the same.

As previously reported, the company is 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 require the consents of holders of at least a majority in principal amount of the notes.

The consent payment and total consideration has been modified 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 are obtained at or prior to the deadline, the company will pay a total of $750,000 which will be prorated to all tendering holders who did not revoke their consents. As a result, the success fee will range 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 includes the consent payment.

This consideration also includes an early tender premium of $50 of new notes per $1,000 principal amount.

Holders who tender after that deadline will receive $950 principal amount of the new notes per $1,000 principal amount.

The new exchange notes will be 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 exchange offer and consent solicitation are open to qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S.

The liability management exercise is conditioned upon the completion of the merger wherein IEA will become a wholly owned subsidiary of MasTec, expected to close in the fourth quarter of 2022.

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.

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