MASTEC INC: Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Section 8.01 under the headings “Notes of the IEA” and “Borrowing under the MasTec Term Loan Agreement” is incorporated herein by reference.


Item 8.01. Other Events.


Completion of the acquisition of IEA

On October 7, 2022, MasTec, Inc.a Florida corporation (the “Company”), has completed its previously announced acquisition of Infrastructure and Energy Alternatives Inc., a Delaware company (“IEA”), pursuant to the agreement and plan of merger, dated July 24, 2022 (the “Merger Agreement”), by and between the Company, IEA, and Indigo Acquisition I Corp.a Delaware company and wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into IEA (the “Merger”), with IEA remaining the surviving company of the Merger and becoming a wholly owned subsidiary of the Company.

A description of the consideration payable to holders of IEA common stock, par value $0.0001 per share (the “IEA Common Shares”) is set forth under “The Agreements – Description of Merger Agreement – Merger Consideration” in the Company’s proxy statement/prospectus filed with the
Security and Exchange Commission (the “SEC”) on September 8, 2022 (the “Proxy Statement/Prospectus”), and that description is incorporated herein by reference.

A description of the consideration payable to holders of IEA stock options, restricted stock units and performance stock units is set forth under “The Arrangements – Description of the Merger Agreement – Treatment of Stock Options, Warrants and Other Stock-Based Awards”, in the Proxy Circular/Prospectus and that description is incorporated herein by reference.

A description of the consideration payable to holders of IEA Anti-Dilution Warrants, Prefunded Warrants, Series B Warrants and SPAC Warrants is set forth under “The Agreements – Description of the Agreement Merger – Treatment of Stock Options, Warrants and Other Equity-Based Awards”, in the Proxy Circular/Prospectus and that description is incorporated herein by reference.

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As a result of the merger, among other things, the company issues approximately 2,651,719 common shares of the company to former common stockholders of IEA and records the issuance of an additional 128,205 common shares of the company as part of certain former IEA Warrants which, if exercised, will be settled, in part, with common shares of the Company.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which has been attached as Schedule 2.1 to the current Form 8 Report. -K filed by the IEA with the SECOND on July 25, 2022and is incorporated by reference into this Section 8.01.

IEA Notes

From the effective date of the Merger, AIE Energy Services LLC (the “IEA Issuer”), a wholly-owned subsidiary of IEA, under the terms of the IEA Issuer 6.625% Senior Notes due 2029 (“IEA Notes”) and the trust, dated August 17, 2021 (the “IEA Indenture”), by and between the IEA Issuer, the Guarantors named therein and
Wilmington Trust, National Associationas Trustee (the “Trustee”), became an indirect wholly-owned subsidiary of the Company.

The IEA Obligations are the senior unsecured obligations of the IEA Issuer and rank pari passu in right of payment with all future senior unsecured indebtedness of the IEA Issuer and in priority of payment to any future subordinated debt of the Issuer IEA. The IEA Notes were guaranteed by the Guarantors (as defined in the IEA Deed) in accordance with the IEA Deed at the time the IEA Notes were issued. The guarantors of the IEA Notes were automatically and unconditionally discharged and released from their obligations under the IEA Indenture upon the full repayment and termination of IEA’s existing credit facility and the release of the guarantors under of this credit facility. The IEA Notes will be structurally subordinated to all indebtedness and other indebtedness, including trade payables, of the Company’s subsidiaries and will be effectively subordinated to any secured indebtedness of the IEA Issuer, to the extent of the value of the collateral securing such debt.

Any time before August 15, 2024, the IEA Issuer may also redeem all or part of the IEA Securities at a price equal to 100% of the principal amount of the IEA Securities, plus a “compensation premium”, together with accrued and unpaid interest, if any, at , excluding the redemption date. Moreover, at any time before August 15, 2024, the IEA Issuer may redeem up to 40% of the original principal amount of the IEA Bonds with the proceeds of certain equity offerings at a redemption price of 106.625% of the principal amount of the AIE Bonds, plus accrued interest and unpaid, if up to, but not including, the redemption date. On or after August 15, 2024the IEA Notes are redeemable at any time and from time to time at the option of the IEA Issuer, in whole or in part, at specified redemption prices (expressed as percentages of the principal amount) of 103.3% decreasing over a two-year period. period at 100.0%.

The terms of the IEA Indenture, among other things, limit the ability of the IEA Issuer to incur additional indebtedness; pay dividends or make other restricted payments; make loans and investments; incur privileges; sell assets; enter into affiliate transactions; enter into certain sale-leaseback transactions; enter into agreements restricting the ability of the Issuer’s subsidiaries to pay dividends; and merge, consolidate or amalgamate or sell all or substantially all of its assets, subject to certain thresholds and exceptions. Some of these limitations are waived so long as the IEA Securities are rated investment grade by at least two nationally recognized statistical rating agencies, subject to certain conditions. The AIE Indenture provides for customary events of default which include (subject in some cases to customary grace and relief periods), among others, non-payment of principal or interest; violation of other covenants or agreements in the deed; failure to pay certain other debts; non-payment of certain final judgments; the inability of certain warranties to be enforceable; and certain cases of bankruptcy or insolvency.

The above summary of the IEA Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the IEA Indenture, which is filed as Schedule 10.1 hereto, the terms of which are incorporated herein by reference.

Borrow under the MasTec Term Loan Agreement

As indicated previously, the September 1, 2022the Company has entered into a new deferred draw unsecured term loan agreement (the “Term Loan Agreement”) between the Company and MasTec North America, Inc.as borrowers, Bank of America, North America., as administrative agent and the other lenders parties thereto, which provided
$700 million deferred draw term loan commitments. On October 7, 2022the Company has borrowed all $700 million in the form of term loans available under the Term Loan Agreement to fund a portion of the cash consideration paid to IEA shareholders in connection with the merger.

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The description of the Term Loan Agreement contained in this Section 2.03 does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement. The Term Credit Agreement was attached as Exhibit 10.2 to the Company’s current report on Form 8-K filed by the Company with the
SECOND on September 1, 2022the terms of which are incorporated herein by reference.

Item 9.01. Financial statements and supporting documents.


(d) Exhibits

Exhibit
  No.                                     Description

10.1           Indenture, dated as of August 17, 2021, by and among IEA Energy
             Services LLC, the guarantors party thereto from time to time and
             Wilmington Trust National Association, as trustee, governing the
             6.625% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1
             to IEA's Current Report on Form 8-K (File No. 001-37796) filed
             August 17, 2021).

104          The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL

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