MASTEC INC — Merger & Acquisition 2008

Jul 29, 2008

8-K/A 1 g14424e8vkza.htm MASTEC, INC. MasTec, Inc. PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 30, 2008

MASTEC, INC.

(Exact name of registrant as specified in its charter)

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

800 S. Douglas Road, 12 th Floor, Coral Gables, FL 33134 (Address of Principal Executive Offices/Zip Code)

(305) 599-1800 (Registrant’s telephone number, including area code)

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))

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The purpose of this Form 8-K/A No. 1 is to amend the current Report on Form 8-K filed by MasTec, Inc. on June 5, 2008 (the “Original 8-K”) to, include the financial statements of Pumpco (as defined below) required by Item 9.01 of Form 8-K. This Form 8-K/A No. 1. effects no other changes. For the convenience of the reader all of the information previously contained in the Original 8-K is reproduced below.

link1 "Item 1.01. Entry into a Material Definitive Agreement"

Item 1.01. Entry into a Material Definitive Agreement.

link1 "Item 2.01. Completion of Acquisition Disposition of Assets"

Item 2.01. Completion of Acquisition Disposition of Assets.

link1 "Item 2.03. Creation of a Direct Financial Obligation Under an Off-Balance Sheet Arrangement of a Registrant"

Item 2.03. Creation of a Direct Financial Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported on the Original 8-K, on May 30, 2008 (the “ Closing Date ”), MasTec, Inc., a Florida corporation (“ MasTec ”) through its subsidiary MasTec North America, Inc., a Florida corporation (the “ Buyer ”) entered into a Stock Purchase Agreement (the “ Purchase Agreement ”), dated as of May 1, 2008, with Alan B. Roberts (the “ Seller ”), pursuant to which the Buyer purchased all of the issued and outstanding shares of capital stock (the “ Shares ”) of Pumpco, Inc., (“ Pumpco ”), a Texas corporation engaged in midstream oil and gas pipeline construction (the “ Acquisition ”).

Pursuant to the terms of the Purchase Agreement, the purchase price for the Acquisition consists of $44 million, which was paid in cash on the Closing Date (subject to adjustment as set forth in the Purchase Agreement) and earn-out payments payable over a five-year period equal to fifty percent of Pumpco’s earnings before taxes above a significant threshold, as set forth in the Purchase Agreement (the “ Earn-Out ”). The Earn-Out is payable in cash, MasTec common stock or a combination thereof as set forth in the Purchase Agreement. At closing, Pumpco had approximately $17 million of indebtedness, including $12.4 million of equipment financing.

The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the Acquisition, on May 30, 2008, the Company entered into an equipment term loan in the aggregate principal amount of $22.5 million (the “ Equipment Term Loan ”) with General Electric Capital Corporation (“ GE ”), which proceeds were used to pay off $8.7 million of Pumpco indebtedness with the balance used to pay in part the cash portion of the Acquisition. The Equipment Term Loan was pursuant to several promissory notes substantially in the form of Exhibit 10.2 to this Current Report on Form 8-K. The Equipment Term Loan is secured by most of Pumpco’s existing equipment, as set forth in the Master Security Agreement dated May 30, 2008 between Pumpco and GE (the “ Security Agreement ”). The Equipment Term Loan will be payable in 60 monthly installments and bears interest at a fixed rate of 7.05%. Any prepayments within the first three years of the Equipment Term Loan will be subject to a prepayment penalty of 3%, 2%, or 1% of the then outstanding principal balance, for any unscheduled prepayments made during year one, two or three, respectively, of the Equipment Term Loan. MasTec has guaranteed the Equipment Term Loan pursuant to a Guaranty dated May 30, 2008 between MasTec and GE (the “ Guaranty ”). The foregoing summary of the Equipment Term Loan, Security Agreement and Guaranty is not complete and is qualified in its entirety by the reference to such documents a copy of each of which is filed herewith as Exhibits 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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link1 "Item 9.01 Financial Statements and Exhibits"

Item 9.01 Financial Statements and Exhibits .

(a)	Financial Statements of Businesses Acquired
	The financial statements required by Item 9.01(a) are filed herewith as Exhibit 99.1 and
are hereby incorporated by reference
(b)	Pro Forma Financial Information
	The financial statements required by Item 9.01 (b) are filed herewith as Exhibit 99.2 and
are hereby incorporated by reference.
(c)	Shell Company Transactions
	Not applicable.
(d)	Exhibits

Exhibit number	Description
99.1**	Financial Statements of Business Acquired
99.2**	Pro Forma Financial Information
10.1*	Stock Purchase Agreement executed on May 30 th and dated as of May 1, 2008, between MasTec North America,
Inc. as buyer, and Alan B. Roberts, as seller
10.2*	Form of Promissory Note for the Equipment Term Loan dated
May 30, 2008 between Pumpco, Inc. and General Electric
Capital Corporation
10.3*	Master Security Agreement dated May 30, 2008 between
Pumpco, Inc. and General Electric Capital Corporation
10.4*	Corporate Guaranty dated May 30, 2008 from MasTec, Inc. to
General Electric Capital Corporation
23.1**	Consent of BDO Seidman, LLP

*	previously filed.
**	filed herewith.

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link1 "Signatures"

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.

/s/ C. Robert Campbell
Name: C. Robert Campbell
Title: Executive Vice President and Chief Financial Officer

Exhibits

Exhibit number	Description
99.1**	Financial Statements of Business Acquired
99.2**	Pro Forma Financial Information
10.1*	Stock Purchase Agreement executed on May 30 th and dated as of May 1, 2008, between
MasTec North America, Inc. as buyer, and Alan B. Roberts, as seller
10.2*	Form of Promissory Note for the Equipment Term Loan dated May 30, 2008 between Pumpco, Inc.
and General Electric Capital Corporation
10.3*	Master Security Agreement dated May 30, 2008 between Pumpco, Inc. and General Electric Capital
Corporation
10.4*	Corporate Guaranty dated May 30, 2008 from MasTec, Inc. to General Electric Capital Corporation
23.1**	Consent of BDO Seidman, LLP

*	previously filed
**	filed herewith.

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