MASTEC INC
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): July 31, 2008
MASTEC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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Florida
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0-08106
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65-0829355 |
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134
(Address of Principal Executive Offices) (Zip Code)
(305) 599-1800
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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ITEM 3.02 |
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Unregistered Sales of Equity Securities. |
The text related to the Earn-Out Shares (as defined below) contained in Item 8.01 of this
Current Report on Form 8-K is hereby incorporated by reference herein.
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ITEM 7.01 |
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Regulation FD Disclosure. |
On August 6, 2008, MasTec issued a press release regarding the Acquisition. A copy of that
press release is furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in
this Item 7.01 of this Current Report on Form 8-K, 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.
On July 31, 2008 (the Closing Date), MasTec, Inc., a Florida corporation
(MasTec) through a subsidiary (the Buyer) entered into an Asset Purchase
Agreement (the Purchase Agreement), dated as of July 31, 2008, with NSORO, LLC, a Georgia
limited liability company (the Seller and such transaction, the Acquisition).
As part of the Acquisition, Buyer has acquired substantially all of Sellers project management
services for wireless network operators in the United States to support the buildout and expansion
of their wireless network infrastructure which is comprised of cell sites and central office
switching facilities (the Business). At the time of the Acquisition, substantially all
of the Business revenues come from AT&T.
Pursuant to the terms of the Purchase Agreement, the purchase price for the Acquisition
consists of $17.5 million, which was paid in cash on the Closing Date (subject to adjustment as set
forth in the Purchase Agreement), assumption of $12 million in indebtedness related to a working
capital line secured by receivables and earn-out payments payable over an eight-year period equal
to 50% of the earnings before taxes of the Business above certain minimum thresholds for the Buyer
and an equal second threshold for the Seller (the Earn-Out). The Earn-Out is payable at
MasTecs option in cash, MasTec common stock (the Earn-Out Shares) or a combination
thereof. MasTec has offered to potentially issue the Earn-Out Shares to the Seller in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
The Purchase Agreement only allows MasTec to issue the Earn-Out Shares, if at the time of issuance
such shares are registered for resale pursuant to an effective registration statement.
In connection with the Acquisition, Buyer has also entered into a transitional services
agreement with Seller pursuant to which Seller will continue to provide all services necessary to
operate the Business, consistent with past practice, until such time as Buyer determines. In
consideration of these transitional services, Buyer will pay Seller its costs related to such
services.
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ITEM 9.01 |
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Financial Statements and Exhibits. |
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(a) |
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Financial Statements of Businesses Acquired. |
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Not applicable. |
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(b) |
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Pro Forma Financial Information. |
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Not applicable. |
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(c) |
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Shell Company Transactions. |
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Not applicable. |
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(d) |
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Exhibits. |
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99.1 |
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Press Release dated August 6, 2008. |
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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.
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MASTEC, INC.
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Date: August 6, 2008 |
By: |
/s/ C. Robert Campbell
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Name: |
C. Robert Campbell |
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Title: |
Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated August 6, 2008. |
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EX-99.1 PRESS RELEASE DATED AUGUST 6, 2008
Exhibit 99.1
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Contact:
J. Marc Lewis, Vice President-Investor Relations
305-406-1815
305-406-1886 fax
marc.lewis@mastec.com
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800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134
Tel: 305-599-1800
Fax: 305-406-1960
www.mastec.com |
For Immediate Release
MasTec Continues its Diversification Strategy by Acquiring the Assets of Nsoro, LLC
Coral Gables, FL (August 6, 2008) MasTec, Inc. (NYSE: MTZ) today announced that it has acquired
the assets and liabilities of Nsoro, LLC, a private company specializing in wireless infrastructure
management and construction. MasTec paid $17.5 million in cash plus an earn out and assumed debt
related to a working capital line. Nsoro is headquartered in Atlanta, Georgia, and had revenue of
approximately $70 million in 2007.
Jose Mas, MasTecs President and CEO noted, The acquisition of Nsoros business is a strategic
addition to MasTec. Wireless voice, video and data traffic have all grown dramatically as
consumers have embraced the convenience and higher speeds of mobile network access. As consumers
continue to push for more integration of content into their wireless devices, the bandwidth
requirements keep expanding. As a result, our large communications customers have announced major
wireless spending plans to keep up with this growing market opportunity.
Mr. Mas concluded, We were impressed with the quality of the Nsoro team and expect Nsoros revenue
to grow dramatically in the next few years as it supports wireless infrastructure upgrades. We
expect Nsoro to be accretive in 2009.
Nsoros experienced management team will remain in place after the acquisition, and Darrell Mays,
Nsoros Founder, President and CEO noted, We are excited about joining the MasTec team. We have
strong relations with our customers, and by combining with MasTec, we will expand our ability to
grow in this rapidly expanding market.
Additional details of the transaction and associated risks are included in the 8-K which is being
furnished to the SEC concurrently with this press release.
MasTec is a leading specialty contractor operating mainly throughout the United States across a
range of industries. The Companys core activities are the building, installation, maintenance and
upgrade of communication and utility infrastructure systems. The Companys corporate website is
located at www.mastec.com.
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. These statements are based on managements current expectations and are
subject to a number of risks, uncertainties, and assumptions, including that our revenues, margins
and earnings per share may differ from that projected; that our expectations and estimates
concerning acquired businesses, including our ability to successfully manage the operational
challenges, risks and integration of any such acquisition, may differ from our expectations; that
in connection with the acquisition from Nsoro, we will be able to maintain and grow the customer
relationship
with Nsoros principal customer, which made up substantially all of its revenue at the time of the
acquisition; that we may be impacted by business and economic conditions affecting us or our
customers, including economic downturns, and increases in fuel, maintenance, materials and other
costs, reduced capital expenditures, consolidation and technological and regulatory changes in the
industries we serve; any liquidity issues related to our securities held for sale; material changes
in estimates for legal costs or case settlements; adverse determinations on any claim, lawsuit or
proceeding; the highly competitive nature of our industry; our dependence on a limited number of
customers; the ability of our customers to terminate or reduce the amount of work, or in some cases
prices paid for services under many of our contracts; the adequacy of our insurance, legal and
other reserves and allowances for doubtful accounts; any exposure related to our recently sold DOT
projects and assets; restrictions imposed by our credit facility and senior notes; the outcome of
our plans for future operations, growth, and services, including backlog and acquisitions; as well
as other risks detailed in our filings with the Securities and Exchange Commission. Actual results
may differ significantly from results expressed or implied in these statements. We do not
undertake any obligation to update forward-looking statements.