8-K

MASTEC, INC.

Date: June 10, 2024

/s/ Alberto de Cardenas

Alberto de Cardenas

Executive Vice President, General Counsel and Secretary

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): June 10, 2024

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)

(IRS Employer

Identification No.)

800 S. Douglas Road, 12th Floor

Coral Gables, Florida 33134

(Address of principal executive offices)

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

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, $0.10 Par Value

MTZ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On June 10, 2024, MasTec, Inc., a Florida corporation (the “Company”), completed its previously announced public offering of $550.0 million aggregate principal amount of its 5.900% senior unsecured notes due 2029 (the “2029 Senior Notes”). The 2029 Senior Notes were issued on June 10, 2024, under an indenture dated as of June 5, 2009, by and among the Company, the Company’s subsidiaries party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a twenty-first supplemental indenture, dated as of June 10, 2024, by and between the Company and the Trustee relating to the 2029 Senior Notes (the “Twenty-First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Pursuant to the terms of the Indenture, the 2029 Senior Notes are senior unsecured obligations of the Company and rank equally with all of the Company’s other senior unsecured indebtedness. The 2029 Senior Notes are effectively subordinated to all secured indebtedness of the Company, to the extent of the value of the assets securing such indebtedness. The 2029 Senior Notes are not guaranteed by any of the Company’s subsidiaries and are therefore structurally subordinated to all of the obligations of the Company’s subsidiaries.

The Company may redeem the 2029 Senior Notes, in whole or in part, at any time at redemption prices specified in the Indenture.

The 2029 Senior Notes bear interest at an annual rate of 5.900%. Interest on the 2029 Senior Notes is payable by the Company on June 15 and December 15 of each year, beginning on December 15, 2024. The 2029 Senior Notes will mature on June 15, 2029. The Indenture provides for customary events of default and remedies.

A copy of the Base Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Twenty-First Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The form of 2029 Senior Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Base Indenture, the Twenty-First Supplemental Indenture and the 2029 Senior Notes are qualified in their entirety by reference to such exhibits. In addition, the legal opinions of Fried, Frank, Harris, Shriver & Jacobson LLP and Holland & Knight LLP related to the 2029 Senior Notes are filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K.

The Trustee has also been appointed registrar and paying agent with regard to the 2029 Senior Notes and serves the same roles with respect to certain other series of the Company’s outstanding senior notes.

Item 2.03

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

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

4.1		Indenture, dated June 5, 2009, by and among MasTec, Inc., MasTec, Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee (incorporated herein by reference to our Current Report on Form 8-K filed with the SEC on June 5, 2009).

4.2		Twenty-First Supplemental Indenture, dated as of June 10, 2024, between MasTec, Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.3		Form of 5.900% Senior Notes due 2029 (included in Exhibit 4.2 hereto).

5.1		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

5.2		Opinion of Holland & Knight LLP.

23.1		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1 hereto).

23.2		Consent of Holland & Knight LLP (included in Exhibit 5.2 hereto).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

MasTec Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Entry into a Material Definitive Agreement