Form 8-K MASTEC INC For: Apr 10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 10, 2015

 

 

MASTEC, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Florida

(State or Other Jurisdiction of Incorporation)

 

Florida		001-08106		65-0829355
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 S. Douglas Road, 12^th Floor, Coral Gables, Florida 33134

(Address of Principal Executive Offices) (Zip Code)

(305) 599-1800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

Item 3.03

Material Modification to Rights of Security Holders.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 10, 2015, MasTec, Inc., a Florida corporation (the “Company”), completed its previously announced solicitation of consents (the “Consent Solicitation”) from holders (“Holders”) of the Company’s outstanding 4.875% Senior Notes due 2023 (the “Notes”). Holders of in excess of a majority in outstanding principal amount of the Notes consented to the amendments and waivers sought by the Company in the Consent Solicitation (collectively, the “Amendments”). To effect the Amendments, on April 10, 2015 the Company, U.S. Bank National Association, as trustee (the “Trustee”), and certain of the Company’s subsidiaries that guarantee the Notes (the “Guarantors”) entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of June 5, 2009, under which the Notes were issued (as amended, supplemented or otherwise modified, the “Indenture”).

The Amendments provide that the dates for the filing and delivery to the Trustee of any applicable reports and other information required to be filed by the Company under the Securities Exchange Act of 1934, as amended (“SEC Required Information”), have been extended to August 1, 2015 (the “Initial Reporting Extension Date”). Pursuant to the Consent Solicitation, the Company offered and is paying to Holders that consented to the Amendments a cash payment of $2.50 for each $1,000 in principal amount of Notes with respect to which consents were delivered. The Amendments further provide the Company with the option, exercisable in its sole discretion, to extend the date by which it must file and deliver to the Trustee any SEC Required Information to November 1, 2015 (the “Second Reporting Extension Date” and, together with the Initial Reporting Extension Date, the “Reporting Extension Dates”). If the Company elects to effect this further extension, it must, on or prior to August 1, 2015, pay the Holders that consented to the Amendments an additional $2.50 for each $1,000 in principal amount of Notes with respect to which they delivered consents.

Additionally, pursuant to the Amendments, (i) the delivery of any officers’ certificates detailing any defaults or non-compliance relating to the delayed filing and delivery of any applicable SEC Required Information is not required through the applicable Reporting Extension Date, (ii) the Holders released and waived any default, breach or non-compliance by the Company, the Guarantors and their respective subsidiaries arising from the failure to timely file or deliver any applicable SEC Required Information and to timely deliver any officers’ certificates otherwise required under the Indenture detailing any defaults or non-compliance relating to the delayed filing and delivery of any applicable SEC Required Information to the Trustee prior to the applicable Reporting Extension Date and (iii) the Company may notify the Holders of the effectiveness of any amendments to the Indenture, including those made by the Supplemental Indenture giving effect to the Amendments, by press release rather than direct mail.

The foregoing description of the Supplemental Indenture and the Amendments effected thereby is only a summary and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

On April 13, 2015, the Company issued a press release announcing the results of the Consent Solicitation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
4.1		Thirteenth Supplemental Indenture, dated as of April 10, 2015, by and among MasTec, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.
99.1		Press Release, dated April 13, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				MASTEC, INC.
Date: April 13, 2015				By:		/s/ Alberto de Cardenas
						Name:		Alberto de Cardenas
						Title:		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Thirteenth Supplemental Indenture, dated as of April 10, 2015, by and among MasTec, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.
99.1		Press Release, dated April 13, 2015

Exhibit 4.1

CONFORMED COPY

THIRTEENTH SUPPLEMENTAL INDENTURE (this “Thirteenth Supplemental Indenture”), dated as of April 10, 2015, among MASTEC, INC., a Florida corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated as of June 5, 2009, providing for (i) the issuance by the Company from time to time of its senior debt securities evidencing its unsecured and unsubordinated indebtedness, in an unlimited aggregate principal amount, in one or more series and (ii) the guaranty of such securities by the guarantors party thereto;

WHEREAS, the Company has heretofore supplemented the Indenture by, among other things, executing and delivering to the Trustee (i) the Fifth Supplemental Indenture, dated as of March 18, 2013 (the “Fifth Supplemental Indenture”), by and among the Company, the guarantors party thereto and the Trustee, relating to the Company’s 4.875% Senior Notes due 2023 (the “Notes”), (ii) the Sixth Supplemental Indenture, dated as of September 30, 2013, by and among the Company, the guarantors party thereto and the Trustee, relating to the joinder of certain subsidiaries of the Company as subsidiary guarantors, (iii) the Seventh Supplemental Indenture, dated as of November 11, 2013, by and among the Company, the guarantors party thereto and the Trustee, relating to the joinder of certain subsidiaries of the Company as subsidiary guarantors, (iv) the Tenth Supplemental Indenture, dated as of July 10, 2014, by and among the Company, the guarantors party thereto and the Trustee, relating to the joinder of certain subsidiaries of the Company as subsidiary guarantors, (v) the Eleventh Supplemental Indenture, dated as of August 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, relating to the joinder of certain subsidiaries of the Company as guarantors and (vi) the Twelfth Supplemental Indenture, dated as of December 8, 2014, by and among the Company, the guarantors party thereto and the Trustee, relating to the joinder of certain subsidiaries of the Company as guarantors;

WHEREAS, the Issuer has solicited (the “Consent Solicitation”) the Holders to direct the Trustee to execute and deliver an amendment to the Indenture to amend certain definitions in Article 1 of the Fifth Supplemental Indenture, certain covenants in Article 4 of the Fifth Supplemental Indenture, certain terms in Article 9 of the Fifth Supplemental Indenture and to waive certain defaults, breaches or non-compliance (the “Amendment”);

WHEREAS, Section 9.02 of the Fifth Supplemental Indenture provides that the Company may amend or supplement the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes (the “Requisite Consents”);

WHEREAS, in connection with the Consent Solicitation, Holders that delivered and have not withdrawn a valid consent to the amendments on a timely basis (the “Consenting Holders”) are entitled to receive consent fees (the “Consent Fees”) with respect to the Notes in respect of which they have validly consented if the conditions to the Consent Solicitation are met;

WHEREAS, the Holders that have approved this Thirteenth Supplemental Indenture (as evidenced by their execution of a Consent Form) constitute Holders of not less than a majority in aggregate principal amount of the Notes now outstanding and are willing to direct the Trustee to execute and deliver this Supplemental Indenture;

WHEREAS, consistent with the practice of the Depository Trust Company (“DTC”), DTC has authorized direct participants in DTC set forth in the position listing of DTC as of the date hereof to approve this Supplemental Indenture as if they were Holders of the Notes held of record in the name of DTC or the name of its nominee;

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WHEREAS, the Trustee is hereby directed by the Holders of the requisite principal amount of Notes to execute and deliver this Thirteenth Supplemental Indenture in its capacity as Trustee; and

WHEREAS, the execution and delivery of this Thirteenth Supplemental Indenture have been duly authorized by the Company and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

 

1.

Defined Terms. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.

Amendments to the Fifth Supplemental Indenture.

 

(a)

Amendments to Definitions. Section 1.02 of the Fifth Supplemental Indenture is hereby amended to add the following definitions in alphabetical order:

 

i.

“2014 Form 10-K” means the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

ii.

“Initial Reporting Extension Date” means, if the Company pays the Initial Consent Payment (as defined in the Solicitation Documents), August 1, 2015.

 

iii.

“Reporting Extension Date” means each of the Initial Reporting Extension Date and the Second Reporting Extension Date, as applicable.

 

iv.

“SEC Required Information” has the meaning ascribed to such term in Section 4.03(a).

 

v.

“Second Reporting Extension Date” means, if the Company, in its sole discretion pays the Second Consent Payment (as defined in the Solicitation Documents) on or before August 1, 2015, November 1, 2015.

 

vi.

“Solicitation Documents” means the Consent Solicitation Statement, dated as of March 31, 2015, and the related Consent Form, each as may be amended and supplemented from time to time.

 

vii.

“Q1 2015 Form 10-Q” means the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015.

 

viii.

“Q2 2015 Form 10-Q” means the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015.

 

(b)

Amendments to Covenants. Article 4 of the Fifth Supplemental Indenture is hereby amended as follows:

 

i.

Section 4.03(a). The provision contained therein is hereby amended as follows:

 

1.

The first sentence is hereby deleted in its entirety and replaced with the following:

 

2

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“Whether or not the Company is then required to file reports with the SEC, the Company shall file with the SEC all such reports and other information as it would be required to file with the SEC by Section 13(a) or 15(d) under the Exchange Act (the “SEC Required Information”) if it were subject thereto, no later than 15 days after the respective dates by which such reports would be required to be filed under the SEC’s rules and regulations.”

 

2.

The following text is hereby inserted at the end thereof:

“Notwithstanding the foregoing, the Company shall not be required to file with the SEC or supply to the Trustee (i) any applicable SEC Required Information, including, but not limited to, the 2014 Form 10-K and the Q1 2015 Form 10-Q, prior to the Initial Reporting Extension Date or (ii) if the Reporting Extension Date is the Second Reporting Extension Date, any applicable SEC Required Information, including, but not limited to, the 2014 Form 10-K, the Q1 2015 Form 10-Q and the Q2 2015 Form 10-Q, prior to the Second Reporting Extension Date.”

 

ii.

Section 4.04(a). The provision contained therein is hereby amended as follows:

 

1.

The following text is hereby inserted at the end thereof:

“Notwithstanding the foregoing or any other provision of this Indenture, the Company shall have no obligation to deliver the Officers’ Certificate required by this Section 4.04(a) relating to the fiscal year ended December 31, 2014 until the Initial Reporting Extension Date or, if applicable, the Second Reporting Extension Date.”

 

iii.

Section 4.04(b). The provision contained therein is hereby amended as follows:

 

1.

The following text is hereby inserted at the end thereof:

“Notwithstanding the foregoing or any other provision of this Indenture, the Company shall have no obligation to deliver the Officer’s Certificate required by this Section 4.04(b) relating to any breach of or failure to comply with Section 4.03 or Section 4.04(a) that occurred prior to the Initial Reporting Extension Date, or, if applicable, the Second Reporting Extension Date.”

 

(c)

Amendments to Terms. Article 9 of the Fifth Supplemental Indenture is hereby amended as follows:

 

i.

Section 9.02. The third paragraph of the provision contained therein is hereby amended as follows:

 

1.

The third paragraph is hereby deleted in its entirety and replaced with the following:

“After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall either (i) mail to Holders affected thereby a notice or (ii) issue a press release, in either case, briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice or issue such press release, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.”

 

3.

Waiver. Any Default or Event of Default or non-compliance by the Company, the Subsidiary Guarantors and their respective Subsidiaries and all claims of any Holder arising therefrom, in each case arising from the failure to timely file or deliver any applicable SEC Required Information and failure to timely deliver any Officers’ Certificate required by Section 4.04(a) and any Officers’ Certificate required by Section 4.04(b) prior to the Initial Reporting Extension Date or, if the Reporting Extension Date is the Second Reporting Extension Date, the Second Reporting Extension Date, are hereby released and waived.

 

3

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4.

Effectiveness. This Supplemental Indenture shall become effective and binding upon execution hereof by the Company, the Guarantors and the Trustee; provided that Sections 2 and 3 of this Thirteenth Supplemental Indenture shall not become operative unless and until the Company makes the Initial Consent Payment (as defined in the Company’s Consent Solicitation Statement dated March 31, 2015) as contemplated by the Consent Solicitation and provided written confirmation thereof to the Trustee.

 

5.

No Recourse against Others. No recourse for the payment of the principal of, premium, if any, or interest on any of the notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of any obligor in this Indenture, or in any of the Notes or Guarantees or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Company or of any Subsidiary or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

 

6.

Notices. All notices or other communications shall be given as provided in Section 13.02 of the Fifth Supplemental Indenture.

 

7.

Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

 

8.

Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

9.

Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

 

10.

Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

11.

Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

 

4

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IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture to be duly executed as of the date first above written.

 

 

[Signature Page to Thirteenth Supplemental Indenture]

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[Signature Page to Thirteenth Supplemental Indenture]

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[Signature Page to Thirteenth Supplemental Indenture]

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[Signature Page to Thirteenth Supplemental Indenture]

Exhibit 99.1

 

 

		800 S. Douglas Road, 12th Floor
		Coral Gables, Florida 33134
Contact:		Tel: 305-599-1800
J. Marc Lewis, Vice President-Investor Relations		Fax: 305-406-1960
305-406-1815		www.mastec.com
305-406-1886 fax
[email protected]

For Immediate Release

MasTec Announces Successful Completion of Solicitation of Consents from Senior Note Holders

Coral Gables, FL (April 13, 2015) — MasTec, Inc. (NYSE: MTZ) today reported it has successfully completed its previously announced consent solicitation, seeking extension of reporting requirements under the indenture governing its $400 million Senior Notes due March 15, 2023 (the “Notes”). Having received the requisite consents from holders of the Notes, MasTec entered into a supplemental indenture, providing for, among other things, extension of the dates for the filing and delivery to the indenture trustee of any applicable reports and other information required to be filed by MasTec under the Securities Exchange Act of 1934, as amended, in accordance with the previously announced terms of the consent solicitation.

Further information regarding the Consent Solicitation is available in the Company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission and available on its website at sec.gov.

MasTec, Inc. is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of energy, utility and communications infrastructure, such as: electrical utility transmission and distribution; natural gas and petroleum pipeline infrastructure; wireless, wireline and satellite communications; power generation, including renewable energy infrastructure; and industrial infrastructure. MasTec’s customers are primarily in these industries. The Company’s corporate website is located at www.mastec.com. Information included on our website is not incorporated into this press release.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market conditions, technological developments and regulatory changes that affect us or our customers’ industries, activity in the oil and gas, utility and power generation industries and the impact on our customers’ expenditure levels caused by fluctuations in prices of oil, natural gas, electricity and other energy sources, the effect on demand for our services of changes in the amount of capital expenditures by our customers, economic conditions, the availability and cost of financing and customer consolidation in the industries we serve, the highly competitive nature of our industry, our ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects, our

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ability to manage projects effectively and in accordance with our estimates, the timing and extent of fluctuations in geographic, weather and operational factors affecting our customers, projects and the industries in which we operate, the ability of our customers, including our largest customers, to terminate or reduce the amount of work, or in some cases, the prices paid for services on short or no notice under our contracts, our dependence on a limited number of customers as well as any impact of potential consolidation of those customers, customer disputes related to our performance of services, any material changes in estimates for legal costs or case settlements or adverse determinations on any claim, lawsuit or proceeding, disputes with, or failures of, our subcontractors to deliver agreed-upon supplies or services in a timely fashion, our ability to replace non-recurring projects with new projects, the adequacy of our insurance, legal and other reserves and allowances for doubtful accounts, risks related to acquisitions and joint ventures, risks associated with operating in or expanding into additional international markets, risks from failure to comply with laws applicable to our foreign activities, fluctuations in foreign currencies, the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and dispositions, our ability to maintain a workforce based upon current and anticipated workloads, our ability to attract and retain qualified personnel, key management and skilled employees, including from acquired businesses, and our ability to enforce any noncompetition agreements, our ability to identify suitable acquisition or strategic investment opportunities, to integrate acquired businesses within expected timeframes and to achieve the revenue, cost savings and earnings levels from such acquisitions at or above the levels projected, any exposure resulting from system or information technology interruptions or data security breaches, the impact of U.S. federal, local or state tax legislation and other regulations affecting renewable energy, electricity prices, electrical transmission, oil and gas production, wireless, wireline/fiber and related projects and expenditures, the effect of state and federal regulatory initiatives, including costs of compliance with existing and future safety and environmental requirements, fluctuations in fuel, maintenance, materials, labor and other costs, the impact of being required to pay our subcontractors even if our customers do not pay us, risks associated with potential environmental issues and other hazards from our operations, the impact of any unionized workforce on our operations, including labor availability, productivity and relations, liabilities associated with multi-employer pension plans for our operations that employ unionized workers, including underfunding and withdrawal liabilities, restrictions imposed by our credit facility, senior notes and any future loans or securities, our ability to obtain performance and surety bonds, a small number of our existing shareholders have the ability to influence major corporate decisions, any dilution or stock price volatility that shareholders may experience in connection with shares we may issue as consideration for earn-out obligations or as purchase consideration in connection with past or future acquisitions, or as a result of other stock issuances, uncertainties related to the independent investigation described in the Specified 8-Ks (as defined in the Statement), including, without limitation: the time needed to complete the investigation; whether the investigation will lead to the discovery of accounting errors, whether the investigation will discover any material weakness in internal control over financial reporting or discover other adverse facts; unanticipated material issues that could delay the completion of the investigation or the release and filing of the Company’s financial results and periodic financial reports; and possible regulatory action or private party litigation and other factors, many of which are beyond our control. We do not undertake any obligation to update forward-looking statements.

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