공고 • Oct 08
MasTec, Inc. (NYSE:MTZ) completed the acquisition of Infrastructure and Energy Alternatives, Inc. (NasdaqCM:IEA) from a group of shareholders.
MasTec, Inc. (NYSE:MTZ) entered into a definitive agreement to acquire Infrastructure and Energy Alternatives, Inc. (NasdaqCM:IEA) from a group of shareholders for approximately $710 million on July 24, 2022. On the terms and subject to the conditions set forth in the Merger Agreement, MasTec will pay for each outstanding share of common stock of IEA $10.50 in cash and 0.0483 of a share of common stock of MasTec. MasTec expects to pay aggregate cash consideration of approximately $600 million and issue a total of approximately 2.8 million shares in connection with the Merger. Cash consideration to be funded with a combination of cash on hand, drawings under our existing credit facility and additional debt financing. MasTec has obtained committed bridge financing from Bank of America and J.P. Morgan, should it be needed, to complete the transaction. MasTec, however, intends to pursue certain other debt financing alternatives to finance the cash portion of the transaction consideration. Financing under the debt commitment letters provides for credit facilities consisting of: (i) an agreement to arrange senior unsecured delayed draw term loan facilities in an aggregate principal amount of up to $1 billion, and/or (ii) a commitment to provide 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $1 billion. Upon termination of the Merger Agreement under certain specified circumstances, IEA would be required to pay MasTec a termination fee of $27.5 million. If the Merger is consummated, the Shares of IEA will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934. J.P. Roehm will remain as President and Chief Executive Officer of IEA, the executive team will remain the same and will remain headquartered in Indianapolis.
Consummation of the Merger is subject to various conditions, including: (1) approval of the stockholders of IEA, (2) the absence of any restraining order, inunction, judgment, order or decree by any court of competent jurisdiction or other law that prohibits consummation of the Merger, (3) expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, (4) the common stock of MasTec to be issued in connection with the Merger shall have been approved for listing on the New York Stock Exchange, (5) effectiveness of the registration statement on Form S-4 to be filed by MasTec pursuant to which the issuance of such shares of common stock of the Company will be registered under the Securities Act of 1933, as amended, and (6) other customary closing conditions, including (a) subject to materiality qualifiers, the accuracy of each party’s representations and warranties under the Merger Agreement, (b) each party’s compliance in all material respects with its obligations and covenants under the Merger Agreement (c) regulatory approvals and (d) the absence of a material adverse effect, as described in the Merger Agreement, with respect to each party thereto. The completion of the Merger is not conditioned on receipt of financing by MasTec. The transaction has been unanimously approved by the Boards of Directors of both MasTec and IEA. Concurrently with the execution of the Merger Agreement, certain stockholders, which collectively beneficially own 16,772,434 IEA Shares, representing approximately 35% of the outstanding IEA Shares, entered into a voting and support agreement (the “Voting Agreement”) with MasTec in which they have agreed, among other things and subject to the terms and conditions of the Voting Agreement, to vote the IEA Shares they beneficially own in favor of the adoption of the Merger Agreement. As of September 6, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. The registration statement on Form S-4 was declared effective on September 8, 2022. Transaction is expected to close in late Q4 2022 and be accretive to MasTec’s 2023 adjusted EPS before synergy benefits, with potential revenue and operational synergies in 2024 and beyond. As of September 6, 2022, completion of the transaction is expected in October 2022.
J.P. Morgan Securities LLC is serving as financial advisor to MasTec, and Philip Richter and Maxwell Yim of Fried Frank Harris Shriver & Jacobson LLP and Holland & Knight LLP are serving as legal counsel. Lazard is serving as financial advisor to IEA, and Barbara L. Becker, Saee M. Muzumdar and Andrew Kaplan of Gibson, Dunn & Crutcher LLP is serving as legal counsel. Lazard Freres & Co. LLC acted as fairness opinion provider to the board of IEA. Jakob Rendtorff of Simpson Thacher & Bartlett LLP acted as legal advsors to J.P. Morgan Securities LLC in the deal. Kenneth M. Schneider and Michael Vogel of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Ares Management LLC and Ares Management Corporation in the transaction. D.F. King & Co., Inc. acted as proxy solicitor to Infrastructure and Energy Alternatives for a fee of approximately $15,000, plus reasonable out-of-pocket expenses. IEA agreed to pay Lazard a fee based on the aggregate consideration involved in the merger, calculated as of immediately prior to the closing of the merger (as of August 25, 2022, such amount was estimated to be approximately $17 million), which is payable contingent upon consummation of the merger.
MasTec, Inc. (NYSE:MTZ) completed the acquisition of Infrastructure and Energy Alternatives, Inc. (NasdaqCM:IEA) from a group of shareholders on October 7, 2022. Infrastructure and Energy Alternatives, Inc. stockholders at a special meeting held on October 7, 2022 approved the transaction.
