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): January 16, 2007
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
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 Entry into a Material Definitive Agreement
On January 24, 2007, MasTec, Inc., a Florida corporation (the “Company”) entered into a
placement agreement (the “Placement Agreement”) by and among the Company, certain of the Company’s
subsidiaries (the “Guarantors”) and Morgan Stanley & Co. Incorporated (the “Placement Agent”), to
issue and sell, and the Placement Agent has agreed to purchase, $150,000,000 aggregate principal
amount of Senior Notes due 2017 (the “Notes”) in a private placement to qualified institutional
buyers in the United States in reliance on Rule 144A of the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States in reliance on Regulation S under the Securities
Act. The Notes will bear interest at an annual rate equal to 7.625%.
The Placement Agent has agreed to purchase the Notes from the Company at a purchase price of
98.25% of the principal amount thereof plus accrued interest, if any, from the date of issuance.
The Placement Agreement provides that the Notes are to be issued under an indenture and that the
holders of the Notes will be entitled to the benefits of a registration rights agreement pursuant
to which the Company will agree to use commercially reasonable efforts to offer to exchange the
Notes pursuant to an exchange offer registration under the Securities Act and to have such exchange
offer consummated not later than nine months from the closing date of the transaction.
The Placement Agreement contains customary representations and warranties of the parties and
indemnification and contribution provisions whereby the Company and its guarantor subsidiaries, on
the one hand, and the Placement Agent, on the other, have agreed to indemnify each other against
certain liabilities.
A copy of the Placement Agreement is attached hereto as Exhibit 4.1 and is hereby incorporated
by reference in this Item 1.01 of this report on Form 8-K.
ITEM 8.01 Other Events
On January 16, 2007, the Company issued a press release pursuant to Rule 135c of the
Securities Act of 1933, as amended, (the “Securities Act”) announcing its intention to offer,
subject to market and other conditions, $150,000,000 aggregate principal amount of senior notes due
2017 (the “Notes”) in a private placement to qualified institutional buyers in the United States in
reliance on Rule 144A of the Securities Act, and outside the United States in reliance on
Regulation S under the Securities Act. On January 25, 2007, the Company announced the pricing of
its previously announced sale of the Notes. The Notes have not and will not be registered under
the Securities Act and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act.
The press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are hereby
incorporated by reference in this Item 8.01 of this report on Form 8-K.