MasTec (MTZ) to Offer $100M in Convertible Senior Notes, 4M Shares in Secondary Offering

June 1, 2009 4:34 PM EDT

MasTec, Inc. (NYSE: MTZ) today announced an underwritten public offering of convertible notes and an underwritten public secondary offering of common stock by certain selling shareholders.

MasTec will offer approximately $100,000,000 aggregate principal amount of convertible senior notes in a registered public offering. In addition, MasTec has granted to the underwriters an option to purchase up to an additional $15,000,000 aggregate principal amount of the convertible notes. The convertible notes will be convertible, under certain circumstances, into shares of MasTec common stock.

The convertible notes will be MasTec's senior unsecured obligations and will rank equally with any existing and future unsecured senior debt, and senior to any existing and future subordinated debt. The convertible notes will be guaranteed by the MasTec subsidiaries that guarantee MasTec's 7.625% senior notes due 2017.

Concurrently, certain shareholders will offer 4 million shares of MasTec common stock in an underwritten registered public offering. All of the shares are being offered by Jon Wanzek, founder and CEO of Wanzek Construction, Inc., and his affiliates. Mr. Wanzek and his affiliates received 7.5 million MasTec shares in conjunction with MasTec's 2008 acquisition of Wanzek Construction. Assuming a successful completion of the common stock offering, Mr. Wanzek and his affiliate group will remain one of MasTec's largest shareholders.

MasTec intends to use the proceeds from the convertible notes offering to refinance the existing $55 million 8% convertible notes issued in conjunction with MasTec's 2008 acquisition of Wanzek Construction, for working capital, possible acquisitions of assets and businesses, and for general corporate purposes. MasTec will not receive any proceeds from the sale of the shares of common stock by the selling shareholders.

The closing of the convertible notes offering and the common stock offering will not be contingent on each other.

The common shares and convertible notes purchased by the underwriters are expected to be offered for resale from time to time in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or otherwise.

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