| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On August 4, 2020, MasTec, Inc., a Florida corporation (the “Company”), completed its previously announced private offering (the “Offering”) of $600.0 million aggregate principal amount of its 4.50% senior unsecured notes due 2028 (the “Notes”). The Notes are guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) by the Company’s wholly owned domestic restricted subsidiaries that guarantee its existing credit facilities (the “Guarantors”). The offer and sale of the Securities (the “Offering”) were effected in a private offering, exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 144A thereunder.
The Securities were issued on August 4, 2020 (the “Closing Date”) pursuant to an indenture, dated August 4, 2020 (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).
The Notes are the general senior unsecured obligations of the Company and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Company, including its existing credit facilities, to the extent of the value of the assets securing such indebtedness. The Notes bear interest at 4.50% per annum, which will accrue from August 4, 2020, and will be payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021. The Notes will mature on August 15, 2028 unless earlier redeemed or repurchased.
The Company may redeem the Notes, in whole or in part, at any time on or after August 15, 2023 at redemption prices specified in the Indenture.
The Company may also redeem all or part of the Notes at any time prior to August 15, 2023 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, plus a “make-whole” premium.
Additionally, the Company may redeem up to 40% of the aggregate principal amount of the Notes prior to August 15, 2023 with the net cash proceeds of certain sales of its capital stock at 104.500% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption only if, (i) after the redemption, at least 50% of the aggregate principal amount of the Notes originally issued remains outstanding (excluding Notes held by the Company and its subsidiaries), unless all such Notes are redeemed substantially concurrently, and (ii) the notice of redemption is mailed within 90 days of such sale of capital stock.
If the Company undergoes a Change of Control (as defined in the Indenture) prior to maturity, the Company must make an offer to repurchase all of the Notes then outstanding at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to (but excluding) the repurchase date.
The terms of the Indenture, among other things, generally limit the ability of the Company and certain of its subsidiaries (subject to certain exceptions) to (i) create liens, (ii) pay dividends, (iii) acquire shares of capital stock, (iv) make certain investments and (v) effect mergers.
The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of covenants or other agreements in the Indenture; defaults in failure to pay certain other indebtedness; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is continuing under the Indenture, the Trustee or the holders of at least 30% in aggregate principal amount of the Notes then outstanding may declare the principal of, premium, if any, and accrued interest on all the Notes immediately due and payable.
Use of Proceeds
The Company expects to use the net proceeds from the Offering ultimately to redeem or repurchase all of its $400 million aggregate principal amount of 4.875% senior notes due 2023 (the “2023 Notes”), to pay fees and expenses in connection therewith and to repay revolving loans under its existing credit facilities. Prior to redeeming the 2023 Notes on August 19, 2020, the Company may temporarily pay down amounts under its revolving credit facility and then, subject to customary borrowing conditions, reborrow under such facility to effect the redemption. As previously reported, the Company has issued a conditional notice of redemption to redeem the 2023 Notes on August 19, 2020.
