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MTZ > SEC Filings for MTZ > Form 8-K on 4-Nov-2009All Recent SEC Filings

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Form 8-K for MASTEC INC


4-Nov-2009

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Other Events, Fi


Item 1.01 Entry into a Material Definitive Agreement.

On November 3, 2009, MasTec, Inc., a Florida corporation ("MasTec", "we", "us" or "our"); Precision Acquisition, LLC, a Wisconsin limited liability company and wholly-owned subsidiary of MasTec ("Buyer"); Precision Pipeline LLC, a Wisconsin limited liability company ("Precision Pipeline"); Precision Transport Company, LLC, a Wisconsin limited liability company ("Transport" and, together with Precision Pipeline, "Precision" or the "Companies"); PPL Management, Inc., a Wisconsin corporation ("PPL"); Michael Daniel Murphy ("Murphy"); Steven R. Rooney ("Rooney" and, together with PPL and Murphy, "Sellers"); Angela D. Murphy and Karen K. Rooney entered into an interest purchase agreement (the "Purchase Agreement"), pursuant to which Buyer has agreed to purchase all of the issued and outstanding membership interests in the Companies (including all transactions contemplated by the Purchase Agreement and related ancillary agreements, the "Transaction") for an aggregate purchase price, subject to adjustment, composed of (i) $150 million in cash (the "Cash Consideration") and
(ii) a five-year earn-out (the "Earn-Out") equal to 40% of Precision's EBITDA (as defined in the Purchase Agreement) for the last two months of 2009 and 30% of Precision's annualized EBITDA in excess of $35 million for the remainder of the Earn-Out period, payable, at MasTec's option, in cash or, under certain circumstances, shares of MasTec's common stock, par value $0.10 per share, or a combination thereof. MasTec will assume indebtedness of the Companies up to a maximum of $20 million to the extent that the Companies have property, plant and equipment with a net book value in excess of $44 million. Any additional indebtedness will reduce the Cash Consideration dollar for dollar. Cash Consideration equal to $15 million will be held for a period of 18 months following consummation of the Transaction pursuant to the terms of an escrow agreement to fund the Sellers' potential indemnification obligations under the Purchase Agreement.

MasTec's obligation to close the Transaction is conditioned on its obtaining financing, on such terms as may be acceptable to MasTec in its sole and absolute discretion, that provides net proceeds to MasTec of not less than $75 million (the "Financing"). Consummation of the Transaction is subject to certain additional conditions, including, among others, those relating to the accuracy of the parties' representations and warranties, delivery of certain ancillary agreements, including certain noncompetition and employment agreements, the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. Either the Buyer or the Sellers may terminate the Purchase Agreement if the Transaction has not closed on or prior to December 16, 2009. No assurance can be given that MasTec will be able to obtain the Financing or that the Buyer will otherwise be able to close the Transaction.

The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.

In connection with the Transaction, on November 3, 2009, MasTec entered into an amendment (the "Letter Amendment") to its Second Amended and Restated Loan and Security Agreement, dated July 29, 2008, as amended (the "Credit Facility"), with Bank of America, N.A., as administrative agent for the lenders thereunder, pursuant to which the lenders thereunder consented to the Transaction, subject to the condition that MasTec consummate the Financing. Additionally, interest on outstanding balances on the Credit Facility accrue at rates based, at MasTec's option, on the agent bank's base rate plus a margin of between 1.25% and 1.75%, or at the LIBOR rate plus a margin of between 2.25% and 3.00%, depending on certain financial thresholds.



Item 7.01 Regulation FD Disclosure.

On November 3, 2009, MasTec issued a press release regarding the Transaction. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Included below is additional information relating to the Transaction and a description of Precision's business:

Business of Precision

Based in Eau Claire, Wisconsin and founded in 2004, Precision is a leading natural gas, crude oil and refined products transmission pipeline infrastructure contractor. Precision focuses on large diameter transcontinental projects and related services, such as mainline cross country pipelines, pipeline integrity projects, looping and laterals, hydrostatic testing, pipeline drying services and


meter and pump station construction. Precision had revenue of $303 million and EBITDA of $37 million for the year ended December 31, 2007 and revenue of $507 million and EBITDA of $93 million for the year ended December 31, 2008. Precision had estimated revenue of $83 million and EBITDA of $26 million for the eight months ended August 31, 2009. For the full year of 2009, Precision estimates revenue of slightly less than $300 million and EBITDA of approximately $60 million. As of September 30, 2009, Precision had over $500 million in backlog. Due to the long-term nature of Precision's contracts and other factors that may affect Precision's projects, not all contractual revenues included in this backlog estimate are expected to be realized by the year ending December 31, 2010.

We believe that Precision's business will complement our other existing natural gas services that include constructing gathering systems, compressor stations and processing plants and intra-state mid-stream pipelines. Our existing natural gas infrastructure expertise and capability has been developed both organically and through acquisitions since 2004, and we believe that our acquisition of Precision will enhance our end-to-end design and construction capabilities within the energy industry. As a result of the Precision acquisition, we will become one of the leading energy pipeline contractors in the country, capable of providing a full array of construction services to oil and gas producers, as well as mid-stream and interstate pipeline operators.

We believe that our acquisition of Precision will provide us with a number of strategic benefits, including the following:

• strengthening our technical expertise and footprint in the energy pipeline construction market;

• completing our footprint in the natural gas, crude oil and refined products transportation construction market so that we will have end-to-end construction capabilities from "wellhead to burner tip";

• diversifying our business mix, end markets and customer base and thereby reducing customer concentration risk;

• providing strong opportunities for cross-selling multiple services throughout the natural gas, crude oil and refined petroleum products markets; and

• providing additional depth to our existing management team through the addition of the Precision senior management team.

Precision employs a team of highly-skilled unionized workers and tradesmen whom it deploys throughout North America. The size of the workforce expands and contracts based on active projects, with Precision currently employing approximately 1,600 personnel. Precision also can support three to four spreads of specialized pipeline and related construction equipment.

Since entering the pipeline construction market in 2004, Precision has constructed or rehabilitated approximately 1,200 miles of pipeline. We believe this expertise puts Precision in a position to capitalize on what we expect to be a growing natural gas, crude oil and refined products pipeline construction market.

Precision's current and prior customers include El Paso Energy, Millennium Pipeline, Enbridge Energy, Kinder Morgan and Fortuna Energy. Precision generally obtains its contracts through a competitive bidding process, and it has been increasingly successful at gaining market share from large pipeline developers, growing revenue from $50 million in 2006 to over $500 million in 2008. Precision has also experienced relatively few loss contracts over its short history and has received incentive payments on several jobs for superior performance. Some of Precision's customer contracts may also include "neutral-funding" provisions, which allow Precision to collect payment at the time work is being performed.

We believe that U.S. energy policy goals will continue to promote domestic sources of energy in order to reduce U.S. dependence on foreign energy sources. With recent developments in drilling and completion technologies for oil and gas, we expect new North American producing fields to be developed and old fields to be expanded significantly. We anticipate that the resulting incremental production will provide continuing construction opportunities as oil and gas producers and pipeline operators move this oil, gas and refined products to markets via pipelines. With oil prices close to $80 per barrel and improving natural gas futures, we


believe that Precision's targeted end-markets will continue to grow and provide us with robust pipeline and related construction opportunities. As evidence of this expected growth, as of October 15, 2009, the Federal Energy Regulatory Commission had over 5,000 miles of pending major pipeline projects on file.

With the acquisition of Precision, combined with our historical gas gathering system business and the recent acquisitions of Pumpco, Inc. (specializing in mid-stream natural gas pipelines) and Wanzek Construction, Inc., (specializing in wind, solar and natural gas compression and industrial plant construction), we expect to be a leading player in both renewable energy and gas, crude oil and crude oil products transmission pipeline infrastructure.

Financial Data of Precision

The audited consolidated financial statements filed as Exhibit 99.2 to this Current Report on Form 8-K are those of PPL, of which Precision Pipeline is a 98% owned subsidiary, and its related entities, Transport and Precision Land Company, LLC ("LandCo"), as of and for the years ended December 31, 2008, 2007 and 2006. We are not acquiring PPL or LandCo, which is further discussed in Note 11 to the consolidated financial statements, or their assets or operations. PPL's operations are substantially limited to employing certain employees who manage Precision. PPL will transfer these employees to Precision as part of the Transaction.

We have not yet filed pro forma financial statements that conform with Rule 11-01(b) of Regulation S-X. However, in the future preparation of pro forma financial statements, we expect to make the following balance sheet and income statement adjustments. We cannot assure you that these are the only pro forma adjustments that we will make when we prepare our pro forma financial statements in accordance with Rule 11-01 of Regulation S-X or that we will not make pro forma adjustments that differ from our expectations set forth below.

Balance Sheet Adjustments:

• recording the payment to the Sellers of the Cash Consideration for Precision with the proceeds of the Financing;

• recording goodwill and intangibles, including the fair value of liabilities for contingent consideration as required under Statement of Financial Accounting Standards No. 141(R). Goodwill and intangibles are generally determined, in total, as the purchase price plus the fair value of contingent consideration (earn-outs) less the fair value of the tangible assets acquired and liabilities assumed. A portion of goodwill and intangibles will be amortized into expense;

• recording estimated Financing costs;

. . .



Item 8.01 Other Events.

The audited consolidated balance sheet of PPL Management, Inc. and subsidiaries as of December 31, 2008 and 2007, and the audited consolidated statements of operations, equity and cash flows for the years ended December 31, 2008, 2007 and 2006 are filed as Exhibit 99.2 to this Current Report on Form 8-K and are hereby incorporated herein by reference.

Set forth below are certain risks relating to Precision and the Transaction:

Risks Related to Precision's Industry and Precision's Customers' Industries

As a specialty contractor operating in the United States, Precision is generally subject to the same risks that apply to MasTec's other businesses and which are described in our Annual Report on Form 10-K for the year ended December 31, 2008, as updated by our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009. In addition, the following risk factors set forth certain other risks that are specific to Precision.


Precision derives a significant portion of its revenue from a few customers, and the loss of any one of these customers or a reduction in any such customer's demand for Precision's services could impair its financial performance.

For the eight months ended August 31, 2009 and the year ended December 31, 2008, Precision derived approximately 77.8% and 91.2%, respectively, of its revenue from its top two customers. Because Precision's business is concentrated among relatively few major customers, and all of its services are provided on a non-recurring, project-by-project basis, Precision could experience a reduction in its results of operations, cash flows and liquidity if:

• any of Precision's customers cancels, reduces the work under or suspend their contracts; or

• Precision completes the required work under its projects and cannot replace them with similar projects.

Additionally, because Precision's customer contracts may be canceled on short notice even if Precision is not in default under the contracts, its revenues are not guaranteed.

Precision's failure to properly manage projects, or project delays, may result in additional costs or claims, which could have a material adverse effect on its operating results, cash flows and liquidity.

Precision's engagements generally involve large-scale, complex projects. The quality of Precision's performance on such projects depends in large part upon its ability to manage its relationships with clients and to effectively manage the projects and deploy appropriate resources, including third-party contractors and Precision's personnel, in a timely manner. If Precision miscalculates the resources or time needed to complete a project with capped or fixed fees, or the resources or time needed to meet contractual milestones, its results of operations, cash flows and liquidity could be adversely affected. Additionally, delays on a particular project, including permitting delays, may cause Precision to incur costs for standby pay, and may lead to personnel shortages on other projects scheduled to commence at a later date. In addition, many of Precision's contracts require Precision to share in cost overages or in some cases to pay liquidated damages in the event it does not meet project deadlines, and, therefore, any failure to properly estimate or manage cost or delay in the completion of projects could subject it to penalties which could further materially and adversely affect its results of operations, cash flows and liquidity. Further, any defects or errors, or failures to meet its customers' expectations, could result in large damage claims against it, and, because of the substantial cost of, and potentially long lead-time necessary to acquire certain of the materials and equipment used in, Precision's projects, damage claims may substantially exceed the amount Precision charges for its associated services.

Demand for Precision's pipeline construction services depends on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and natural gas prices and the cost of energy infrastructure projects.

Demand for Precision's pipeline construction services is particularly sensitive to the level of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty, and a variety of other factors that are beyond Precision's control. Low prices for oil and natural gas generally depress levels of exploration, development, and production activity, resulting in a corresponding decline in the demand for Precision's pipeline construction services. Factors affecting the prices of oil and natural gas include:

• governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves, as well as environmental laws and initiatives to control global warming;

• global weather conditions and natural disasters;

• worldwide political, military, and economic conditions;

• the level of oil production by non-OPEC countries and the available excess production capacity within OPEC;

• oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;



• the cost of producing and delivering oil and gas;

• potential acceleration of development of alternative fuels; and

• the level of supply and demand for oil and natural gas, especially demand for natural gas in the United States.

Historically, the markets for oil and gas have been volatile and are likely to continue to be volatile. Spending on exploration and production activities by large oil and gas companies has a significant impact on the activity levels of Precision's business.

In addition, demand for Precision's pipeline construction services may be affected by the costs of energy exploration and constructing energy infrastructure projects. For example, while high oil and gas prices may increase oil and gas exploration, production and transportation activity, high demand for equipment, materials and labor required for such projects may increase the costs of such projects and dampen demand. Furthermore, increased costs for raw materials such as steel and other commodities may make some projects uneconomical despite robust oil and gas prices, thus reducing demand for Precision's services.

Precision's backlog is subject to cancellation and unexpected adjustments and is an uncertain indicator of future operating results.

Precision's backlog as of September 30, 2009 was over $500 million, which is an amount derived primarily from long-term projects with two customers. Due to the long-term nature of Precision's contracts and other factors that may affect Precision's projects, not all contractual revenues included in this backlog estimate are expected to be realized by the year ending December 31, 2010. We cannot guarantee that the revenue projected in Precision's backlog will be realized or, if realized, will result in profits. In addition, project cancellations, project deferrals or delays, or scope adjustments may occur, from time to time, with respect to contracts reflected in Precision's backlog. For example, all of Precision's contracts are terminable at the discretion of the client with or without cause. Precision may also experience variances in the realization of its backlog because of project delays or cancellations resulting from weather conditions, permitting delays, external market factors and economic factors beyond its control. These types of backlog reductions could adversely affect its results of operations, cash flows and liquidity. Accordingly, . . .



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of the Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

10.1   Purchase Agreement, dated November 3, 2009, by and among MasTec, Inc.,
       Precision Acquisition, LLC, Precision Pipeline LLC, Precision Transport
       Company, LLC, PPL Management, Inc., Michael Daniel Murphy, Steven R. Rooney,
       Angela D. Murphy and Karen K. Rooney.

23.1   Consent of LarsonAllen LLP.

99.1   Press Release dated November 3, 2009 (relating to the Transaction).

99.2   Audited consolidated balance sheet of PPL Management, Inc. and subsidiaries
       as of December 31, 2008 and 2007, and the audited consolidated statements of
       operations, equity, and cash flows for the years ended December 31, 2008,
       2007 and 2006.


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