Form 425 Infrastructure & Energy Filed by: MASTEC INC


strategic benefits and synergies anticipated from the acquisition of IEA; the development of, and opportunities for, future projects, including renewable and other projects, designed to support the transition to a zero-carbon economy; the Company’s ability to successfully integrate the activities of the IEA; the anticipated closing and sources of funding for the acquisition of IEA; the effect of inflation on the Company’s costs and ability to recoup increased costs; other statements that reflect expectations, intentions, assumptions or beliefs about future events; and other statements that are not purely historical or current facts. These statements are based on currently available operational, financial, economic and other information and are subject to a number of significant risks and uncertainties. A variety of factors in addition to those discussed above, many of which are beyond our control, could cause actual future results to differ materially from those projected in the forward-looking statements. Other factors that could cause such a difference include, but are not limited to: risks related to completed or potential acquisitions, including the acquisition of Henkels & McCoy Group, Inc., and the ability to identify suitable acquisition or strategic investment opportunities to complete acquired to integrate businesses within the anticipated timeframe and to achieve the revenue, cost savings and earnings levels from such acquisitions at or above forecast levels, including the risk of potential asset impairments and goodwill impairments; risks related to the timely completion, or any completion, of the Exchange Offer; risks related to the Company’s ability to obtain consent through consent collection; risks that the conditions to closing of the proposed transaction will not be met or waived at all or within the expected timetable; Risks related to the impact of inflation on costs and economic activity, consumer demand and interest rates; risks related to adverse impacts of health epidemics and pandemics or other communicable disease outbreaks, such as the COVID-19 pandemic, including its supply chain impact or inflationary issues and the potential impact of related health regulations and recommendations; market conditions, technological developments, regulatory or policy changes, including permitting processes and tax incentives, affecting us or our customers’ industries; the effects of federal, local, state, foreign or tax laws and other regulations affecting the industries we serve and related projects and expenses; the impact on demand for our services of changes in the level of capital expenditure by our clients due to, among other things, economic conditions, including potential adverse impacts of public health issues such as: the COVID-19 pandemic on economic activity generally, the availability and cost of financing and customer consolidation in the industries in which we operate; activities in the industries we serve and the impact on our customers’ spending levels caused by fluctuations in commodity prices, including those for oil, natural gas, electricity and other energy sources; our ability to manage projects effectively and in accordance with our estimates and our ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completing projects and estimates of recoverability of change orders; the timing and magnitude of fluctuations in operational, geographic and weather factors affecting our customers, projects and the industries in which we operate; the highly competitive nature of our industry and the ability of our customers, including our largest customers, to cancel or reduce the amount of work or in some cases the prices paid for services under our contracts at short notice or without notice; and/or customer disputes relating to our Providing services and resolving unauthorized change orders; our dependence on, and ability to do so, a limited number of customers replace one-off projects with new projects; the impact of state and federal regulatory initiatives, including the costs of complying with existing and potential future safety and environmental requirements, including those relating to climate change; risks related to potential environmental problems and other hazards from our operations; Disputes with, or failure by, our subcontractors to deliver agreed deliveries or services on time and the risk of being paid by our subcontractors even if our customers do not pay us; risks related to our strategic arrangements, including our investments; any risk arising from system or information technology disruptions or data security breaches; any material changes in estimates for legal fees or case settlements or adverse determinations regarding any claim, litigation or proceeding; the adequacy of our insurance, legal and other reserves; the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and divestitures; our ability to retain a workforce based on current and anticipated workloads; our ability to attract and retain qualified personnel, key executives and qualified employees, including from acquired companies, and our ability to enforce non-compete agreements; fluctuations in fuel, maintenance, materials, labor and other costs; Risks related to the volatility of our share price or any dilution or share price volatility that shareholders may experience in connection with shares that we may issue as consideration for earn-out obligations or as a purchase price in connection with past or future acquisitions or as a result of other stock offerings; restrictions imposed by our credit facility, senior notes and prospective loans or securities; our ability to obtain performance and surety bonds; risks associated with our operations that employ a unionized workforce, including labor availability, productivity and relationships, and risks associated with multi-employer pension plans, including underfunding and retirement obligations; risks associated with operating in or expanding into additional international markets, including risks from fluctuations in foreign currencies, foreign labor force and general business conditions, risks from non-compliance with laws applicable to our foreign operations and/or uncertainty in government policies; and a small number of our existing shareholders have the ability to influence important company decisions. We believe these forward-looking statements are reasonable; However, you should not place undue reliance on forward-looking statements, which are based on current expectations. In addition, forward-looking statements speak only as of the date they are made. If any of these risks or uncertainties materializes, or if any of our underlying assumptions are incorrect, our actual results could differ materially from the results we express or imply in our forward-looking statements. We undertake no obligation to publicly update or revise any of these forward-looking statements after the date of this press release to reflect future events or circumstances, except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

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