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Debt
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
The following table provides details of the carrying values of debt as of the dates indicated (in millions):
December 31,
 Description
Maturity Date20242023
Senior credit facility:November 1, 2026
Revolving loans$43.1 $773.0 
Term loan332.5 341.3 
4.500% Senior Notes
August 15, 2028600.0 600.0 
5.900% Senior Notes
June 15, 2029550.0 — 
6.625% Senior Notes
August 15, 202971.6 284.2 
Five-Year Term Loan Facility
October 7, 2027285.0 300.0 
Three-Year Term Loan Facility
October 7, 2025— 400.0 
Finance lease and other obligations356.5 380.3 
Total debt obligations$2,238.7 $3,078.8 
Less unamortized deferred financing costs(14.6)(13.5)
Total debt, net of deferred financing costs$2,224.1 $3,065.3 
Current portion of long-term debt186.1 177.2 
Long-term debt$2,038.0 $2,888.1 
Senior Credit Facility
The Company maintains a $2.25 billion senior unsecured credit facility (the “Credit Facility”), which is composed of $1.9 billion of revolving commitments and a term loan with an original principal amount of $350.0 million (the “Term Loan”). Borrowings under the Credit Facility will be used for working capital requirements, capital expenditures and other corporate purposes, including potential acquisitions, equity investments or other strategic arrangements, and/or the repurchase or prepayment of indebtedness, among other corporate borrowing requirements, including potential share repurchases. The Term Loan is subject to amortization in quarterly principal installments of approximately $2.2 million, which quarterly installments increase to approximately $4.4 million in March 2025 until maturity. Quarterly principal installments on the Term Loan are subject to adjustment, if applicable, for certain prepayments. As of both December 31, 2024 and 2023, the fair values of the Credit Facility and Term Loan, as estimated based on an income approach utilizing significant unobservable Level 3 inputs including discount rate assumptions, approximated their carrying values.
The Credit Facility allows the Company to borrow up to an aggregate equivalent amount of $300 million in revolving advances in either Canadian dollars and/or Mexican pesos. The maximum amount available for letters of credit under the Credit Facility is $650 million, of which up to $200 million can be denominated in either Canadian dollars and/or Mexican pesos. The Credit Facility also provides for swing line loans of up to $125 million, and, subject to certain conditions, the Company has the option to increase revolving commitments and/or establish additional term loan tranches, as defined in the Credit Facility. Subject to certain limitations described in the Credit Facility, these additional term loan tranches may have terms and pricing that differ from the Credit Facility.
Outstanding revolving loans and the Term Loan under the Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) Term SOFR, as defined in the Credit Facility, plus a margin of 1.125% to 1.625%, or (b) a Base Rate, as defined in the Credit Facility, plus a margin of 0.125% to 0.625%. The Base Rate equals the highest of (i) the Federal Funds Rate, as defined in the Credit Facility, plus 0.50%, (ii) Bank of America’s prime rate, and (iii) Term SOFR plus 1.00%. Financial standby letters of credit and commercial letters of credit issued under the Credit Facility are subject to a letter of credit fee ranging from 1.125% to 1.625%, and performance standby letters of credit issued under the Credit Facility are subject to a letter of credit fee ranging from 0.3125% to 0.6875%. The Company must also pay a commitment fee to the lenders ranging from 0.150% to 0.225% on any unused availability under the Credit Facility. In each of the foregoing cases, the applicable margin or fee is based on the Company’s Consolidated Leverage Ratio, as defined in the Credit Facility, as of the then most recent fiscal quarter. On December 9, 2024, the Company entered into the Second Amendment to its Credit Facility, which among other things, replaced the interest rate benchmark for borrowings denominated in Canadian dollars from the Canadian Dollar Offered Rate (“CDOR”) to a rate based on the Canadian Overnight Repo Rate Average (“CORRA”).
Revolving loans accrued interest at weighted average rates of approximately 4.97% and 7.71% per annum as of December 31, 2024 and 2023, respectively. The Term Loan accrued interest at rates of 6.22% and 7.08% as of December 31, 2024 and 2023, respectively. Letters of credit of approximately $64.3 million and $64.9 million were issued as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, letter of credit fees accrued at 0.5625% and 0.6875% per annum, respectively, for performance standby letters of credit, and for financial standby letters of credit, accrued at 1.375% and 1.625% per annum, respectively. Outstanding letters of credit mature at various dates and most have automatic renewal provisions, subject to prior notice of cancellation. As of December 31, 2024 and 2023, availability for revolving loans totaled $1,792.6 million and $1,062.1 million, respectively, or up to $585.7 million and $585.1 million, respectively, for new letters of credit. As of December 31, 2024, outstanding revolving borrowings denominated in foreign currencies totaled $43.1 million and accrued interest at a weighted average rate of approximately 4.970% per annum, and as of December 31, 2023, there were no outstanding revolving borrowings denominated in foreign currencies. Revolving loan borrowing capacity included $256.9 million and $300.0 million of availability in either Canadian dollars or
Mexican pesos as of December 31, 2024 and 2023, respectively. The unused facility fee as of December 31, 2024 and 2023 accrued at rates of 0.200% and 0.225% per annum, respectively.
The Credit Facility requires that the Company maintain a maximum Consolidated Leverage Ratio, as defined in the Credit Facility, of not more than 3.50 as of the end of any fiscal quarter, subject to the Acquisition Adjustment described below. The Credit Facility also requires that the Company maintain a minimum Consolidated Interest Coverage Ratio, as defined in the Credit Facility, of at least 3.00. Additionally, subject to certain conditions, if a Permitted Acquisition, as defined in the Credit Facility, or series of Permitted Acquisitions having consideration exceeding $100 million occurs during a fiscal quarter, the maximum Consolidated Leverage Ratio may be temporarily increased to up to 4.00 during such fiscal quarter and the subsequent four fiscal quarters (the “Acquisition Adjustment”). Such right may be exercised no more than two times during the term of the Credit Facility. Subject to customary exceptions, the Credit Facility limits the Company’s ability to engage in certain activities, including, but not limited to, acquisitions, mergers and consolidations, debt incurrence, investments, asset sales, debt prepayments, lien incurrence and the making of distributions or repurchases of the Company’s capital stock. However, distributions payable solely in common stock are permitted. The Credit Facility provides for customary events of default and carries cross-default provisions with the Company’s other significant debt instruments, including the Company’s indemnity agreement with its surety provider, as well as customary remedies, including the acceleration of repayment of outstanding amounts and other remedies.
Other Credit Facilities. The Company has other credit facilities that support the working capital requirements of its foreign operations and certain letter of credit issuances. Borrowings under the Company’s foreign credit facilities, which have varying dates of maturity and are generally renewed on an annual basis, are denominated in Canadian dollars. Maximum borrowing capacity under these credit facilities totaled Canadian $20.0 million as of both December 31, 2024 and 2023, or approximately $13.9 million and $15.1 million, respectively. There were no outstanding borrowings under the Company’s other credit facilities as of either December 31, 2024 or 2023. Outstanding borrowings that are not renewed are repaid with borrowings under the Credit Facility. Accordingly, the carrying amounts of the Company’s borrowings under its other credit facilities, if any, are included within other debt obligations in the table above and classified within long-term debt in the Company’s consolidated balance sheets. Additionally, the Company has a separate credit facility, which is renewable on an annual basis, under which it may issue up to $50.0 million of performance standby letters of credit.  As of December 31, 2024 and 2023, letters of credit issued under this facility totaled $17.4 million and $17.2 million, respectively, which accrued fees at 0.75% and 0.90% per annum, respectively. The Company’s other credit facilities are subject to customary provisions and covenants.
4.500% Senior Notes
The Company has $600 million aggregate principal amount of senior unsecured notes due August 15, 2028, which bear interest at a rate of 4.500% (the “4.500% Senior Notes”), which were issued at par in a private offering. Interest on the 4.500% Senior Notes is payable semiannually in arrears on February 15 and August 15 of each year. As of December 31, 2024 and 2023, the fair value of the Company’s 4.500% Senior Notes totaled approximately $581.9 million and $565.2 million, respectively.
The Company has the option to redeem all or a portion of the 4.500% Senior Notes at the redemption prices specified in the indenture that governs the 4.500% Senior Notes (the “4.500% Senior Notes Indenture”), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a change of control, as defined in the 4.500% Senior Notes Indenture, occurs, the Company must make an offer to repurchase all of the 4.500% Senior Notes then outstanding at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The 4.500% Senior Notes Indenture, among other things, generally limits the ability of the Company and certain of its subsidiaries to create liens and effect mergers, subject to certain exceptions. The 4.500% Senior Notes Indenture provides for customary events of default, subject to customary grace and cure periods. Generally, if an event of default occurs and is continuing, the trustee or holders of at least 30% of the 4.500% Senior Notes then outstanding may declare the principal of, premium, if any, and accrued interest on all of the 4.500% Senior Notes immediately due and payable.
5.900% Senior Notes
On June 10, 2024, the Company completed an offering of $550 million aggregate principal amount of 5.900% senior notes due June 15, 2029 (the “5.900% Senior Notes”). Interest on the 5.900% Senior Notes is payable semiannually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2024. The 5.900% Senior Notes are general senior unsecured obligations of the Company, and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness. The 5.900% Senior Notes are effectively subordinated to all secured indebtedness of the Company, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the obligations of the subsidiaries of the Company, including trade payables. Financing costs incurred in connection with the issuance of the 5.900% Senior Notes totaled approximately $5.9 million, which will be amortized over the term of the 5.900% Senior Notes using the effective interest method. As of December 31, 2024, the fair value of the Company’s 5.900% Senior Notes totaled approximately $558.8 million.
The Company has the option to redeem all or a portion of the 5.900% Senior Notes at the redemption prices specified in the indenture that governs the 5.900% Senior Notes (the “5.900% Senior Notes Indenture”), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a change of control triggering event, as defined in the 5.900% Senior Notes Indenture, occurs, each holder of the 5.900% Senior Notes will have the right to require the Company to repurchase all or any portion of such holder’s 5.900% Senior Notes then outstanding at a price equal to 101% of the principal amount of the 5.900% Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the right of holders of 5.900% Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.
The 5.900% Senior Notes Indenture, among other things, generally limits the ability of the Company and certain of its subsidiaries to create liens, enter into sale and leaseback transactions and effect mergers, subject to certain exceptions. The 5.900% Senior Notes Indenture provides for customary events of default, which include, subject, in certain cases, to customary grace and cure periods, among others, nonpayment of principal or interest; breach of other covenants or agreements in the 5.900% Senior Notes Indenture; failure to pay certain other indebtedness; and certain events
of bankruptcy or insolvency. Generally, if an event of default occurs and is continuing, the trustee or holders of at least 25% of the 5.900% Senior Notes then outstanding may declare the principal amount, premium, if any, and accrued interest on all of the 5.900% Senior Notes to be immediately due and payable.
As further described below, the Company used a portion of the proceeds from the 5.900% Senior Notes offering to purchase $203.7 million in aggregate principal amount of 6.625% IEA Senior Notes (as defined below). The remaining net proceeds from the 5.900% Senior Notes offering were used, along with available cash, for the repayment of the Company’s $400.0 million Three-Year Term Loan Facility. The Company recorded a pre-tax debt extinguishment loss of approximately $11.3 million in the second quarter of 2024 in connection with these transactions, which is separately presented within the Company’s consolidated statements of operations.
6.625% Senior Notes
The Company has $74.9 million aggregate principal amount of 6.625% senior unsecured notes due August 15, 2029 (the “6.625% Senior Notes”), with a carrying value of $71.6 million and $70.9 million as of December 31, 2024 and 2023, respectively. Interest on the 6.625% Senior Notes is payable semiannually in arrears on February 15 and August 15 of each year. The 6.625% Senior Notes were previously composed of $225.1 million aggregate principal amount of 6.625% IEA senior notes (the “6.625% IEA Senior Notes”) and $74.9 million aggregate principal amount of 6.625% MasTec senior notes (the “6.625% MasTec Senior Notes”).
Concurrently with the Company’s offering of the 5.900% Senior Notes, IEA Energy Services LLC (“IEA LLC”), a wholly-owned subsidiary of the Company, launched a tender offer and consent solicitation (the “IEA Tender”) for the 6.625% IEA Senior Notes due 2029. The Company used a portion of the proceeds from the 5.900% Senior Notes offering to purchase $203.7 million in aggregate principal amount of 6.625% IEA Senior Notes tendered at a price equal to 100.0% of the principal amount of the 6.625% IEA Senior Notes, plus accrued and unpaid interest to, but excluding, the payment date. In July 2024, subsequent to the IEA Tender, IEA LLC exercised its right under the indenture that governs the 6.625% IEA Senior Notes to redeem the remaining $21.4 million in aggregate principal amount of the 6.625% IEA Senior Notes at a price equal to 95.0% of the principal amount of the 6.625% IEA Senior Notes redeemed, which amount approximated their carrying value, plus accrued and unpaid interest to, but excluding, the redemption date. As of both December 31, 2024 and 2023, the fair value of the Company’s remaining 6.625% Senior Notes approximated their carrying value.
The 6.625% Senior Notes are general senior unsecured obligations of the Company, and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior in right of payment to any of the Company’s future subordinated indebtedness. The 6.625% Senior Notes are effectively subordinated to all secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all obligations of the subsidiaries of the Company, including trade payables.
The 6.625% Senior Notes Indenture provides for customary events of default, which include, subject, in certain cases, to customary grace and cure periods, among others, nonpayment of principal or interest; breach of other covenants or agreements in the 6.625% Senior Notes Indenture; failure to pay certain other indebtedness; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is continuing, the trustee or holders of at least 30% of the 6.625% Senior Notes then outstanding may declare the principal of, premium, if any, and accrued interest on all of the 6.625% Senior Notes immediately due and payable.
If a Change of Control, as defined in the 6.625% Senior Notes Indenture, occurs, the Company must make an offer to repurchase all of the 6.625% Senior Notes, then outstanding at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
Five-Year Term Loan Facility
As of December 31, 2024, the Company had $285.0 million outstanding under an unsecured five-year term loan (the “Five-Year Term Loan”) maturing on October 7, 2027, for which the original principal amount totaled $300.0 million. The Five-Year Term Loan is subject to amortization in quarterly principal installments of approximately $3.75 million, which installments commenced on March 31, 2024 and will increase to $7.5 million on March 31, 2026, until maturity, subject to the application of certain prepayments. The fair value of the Five-Year Term Loan as of both December 31, 2024 and 2023, as estimated based on an income approach utilizing significant unobservable Level 3 inputs including discount rate assumptions, approximated its carrying value.
The Five-Year Term Loan bears interest, at the Company’s option, at a rate equal to either (a) Term SOFR plus a margin of 1.250% to 1.625%, or (b) a Base Rate, plus a margin of 0.250% to 0.625%. The Base Rate equals the highest of (i) the Federal Funds Rate, as defined in the Five-Year Term Loan Facility, plus 0.50%, (ii) Bank of America’s prime rate, and (iii) Term SOFR plus 1.00%. The applicable margin is based on the Company’s Consolidated Leverage Ratio and Debt Rating, each as defined in the Five-Year Term Loan Facility, as of the then most recent fiscal quarter. As of December 31, 2024 and 2023, the Five-Year Term Loan accrued interest at rates of 6.253% and 6.958%, respectively.
The obligations under the Five-Year Term Loan are unsecured and are not guaranteed by any of the Company or its subsidiaries. The Five-Year Term Loan requires the Company to maintain a Consolidated Leverage Ratio, as defined in the Five-Year Term Loan, of not more than 3.50 as of the end of any fiscal quarter, subject to the Acquisition Adjustment described below. The Five-Year Term Loan also requires the Company to maintain a Consolidated Interest Coverage Ratio, as defined in the Amended Credit Facility, of at least 3.00. The Five-Year Term Loan provides that, for purposes of calculating the Consolidated Leverage Ratio, funded indebtedness excludes undrawn standby performance letters of credit included in the calculation of Consolidated Funded Indebtedness, as defined in the Five-Year Term Loan. Notwithstanding the terms discussed above, subject to certain conditions, if a permitted acquisition or series of permitted acquisitions having consideration exceeding $100 million occurs during a fiscal quarter, the Consolidated Leverage Ratio may be temporarily increased to up to 4.00 during such fiscal quarter and the subsequent four fiscal quarters (the “Acquisition Adjustment”). Such right may be exercised no more than two times during the term of the Five-Year Term Loan. Subject to customary exceptions, the Five-Year Term Loan limits the borrowers’ ability to engage in certain activities, including but not limited to acquisitions, mergers and consolidations, debt incurrence, investments, asset sales, debt prepayments, lien incurrence and the making of distributions on or repurchases of capital stock. However, distributions payable solely in capital stock are permitted. The Five-Year Term Loan
provides for customary events of default and carries cross-default provisions with the Company’s other significant debt instruments, including the Company’s indemnity agreement with its surety provider, as well as customary remedies, including the acceleration of repayment of outstanding amounts.
Selected Transaction Costs. In connection with the 2022 acquisition of IEA, the Company incurred approximately $2.9 million of fees and expenses for bridge term loan facility commitments, which commitments were subsequently terminated upon the Company having entered into the Five-Year and Three-Year Term Loan Facilities. The Company also incurred approximately $1.9 million of fees and expenses in connection with the 6.625% MasTec Senior Notes. These amounts are primarily reflected within acquisition and integration costs within other expense in the Company’s consolidated statements of operations for the year ended December 31, 2022.
Debt Covenants
MasTec was in compliance with the provisions and covenants of its outstanding debt instruments as of both December 31, 2024 and 2023.
Contractual Maturities of Debt
Contractual maturities of MasTec’s debt, which includes finance lease obligations, as of December 31, 2024 were as follows (in millions):
2025$186.7 
2026487.3 
2027301.7 
2028631.3 
2029630.1 
Thereafter1.6 
Total
$2,238.7 
As of December 31, 2024 and 2023, accrued interest payable, which is recorded within other accrued expenses in the consolidated balance sheets, totaled $20.8 million and $24.1 million, respectively.