activities and services. Some of the lenders and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
The above description of the New Term Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Amendment to Existing Credit Facility
On July 7, 2026, the Company amended its existing amended and restated credit agreement, dated as of June 26, 2025 (as amended the “Credit Facility”) among the Company and MasTec North America, as borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto. The amendment increased the US dollar revolving borrowing commitments under the Credit Facility by $350 million to an aggregate amount of $2,250 million. The other terms and conditions of the Credit Facility remain unchanged.
The lenders and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research and principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Some of the lenders and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
The above description of the amendment is not complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
On July 7, 2026, the Company agreed to acquire Electrical Specialists, Inc., d/b/a the Superior Group (the “Superior Group”), pursuant to a Share Purchase Agreement (the “Acquisition Agreement”) among the Company, Superior Group, Stewshi Co., Inc., as the seller, and the shareholders and shareholder representative named therein. Upon consummation of the transactions contemplated by the Acquisition Agreement (the “Acquisition”), the Superior Group will become a wholly-owned subsidiary of the Company. The Superior Group is a premier full-service electrical contractor focused on critical infrastructure. The Superior Group is a recognized leader in building data center infrastructure and also serves a diverse set of end markets including healthcare, entertainment and industrial.
As partial consideration for the Acquisition, the Company will issue shares (the “Consideration Shares”) of its common stock, par value $0.10 per share, to the holders (the “Recipient Holders”) of the Seller’s equity securities. Based on current estimates of the purchase price, the Company anticipates that it will issue approximately 1,195,721 Consideration Shares, having a value of approximately $475,000,000 based on the average of the daily volume weighted average prices of a share of Company’s common stock on the New York Stock Exchange for the five trading days ended July 6, 2026, and representing approximately 1.5% of the outstanding shares of the Company’s common stock after giving effect to the issuance thereof. The precise amount of Consideration Shares will be subject to adjustment as a result of customary purchase price adjustments at the time of consummation of the Acquisition. It is currently contemplated that the Acquisition will be completed in the third quarter of 2026 and is subject to customary closing conditions, including, termination of antitrust review.
The sale and issuance of the Consideration Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and
