MasTec, Inc. (NYSE:MTZ) entered into a definitive agreement to acquire Henkels & McCoy Group, Inc. from Henkels family for approximately $590 million on December 20, 2021. Under the terms of agreement, total transaction consideration will be $600 million, with approximately $420 million in cash (including the repayment of Henkels' debt) plus approximately 2 million shares of MasTec common stock, subject to customary purchase price adjustments. Cash will be provided by MasTec's cash on hand as well as borrowing under its existing unsecured credit facility.

For the year ended September 30, 2021, Henkels had EBITDA of $70 million and net income of $10.4 million. The transaction is subject to receiving required Hart-Scott-Rodino approvals, obtaining necessary regulatory approvals and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of both MasTec and Henkels, as well as Henkels' shareholders.

The transaction is expected to close by year end 2021. MasTec anticipates that post-acquisition leverage metrics will remain comfortably within its target range with ample liquidity. The transaction is also expected that significant revenue and operating margin opportunities will materialize from this combination, none of these potential opportunities are included in the current expectation that Henkels' 2022 results will approximate its fiscal 2021 results at approximately $1.5 billion in revenue and $70 million in adjusted EBITDA1.

Both actual fiscal 2021 and expected post-acquisition 2022 results reflect impacts of underperforming communications and pipeline services operations, which are anticipated to improve over time. David Barkus, Ira Rosner, Kyle Hershey, Chris Marotta, Amy Edwards, Ilana Strickon and Christine Gay of Holland & Knight LLP acted as legal counsel to MasTec. Houlihan Lokey served as exclusive financial advisor, and David M. Grinberg, Payom M. Pirahesh, Laura Collins, Karen Kazmerzak, Edward W. Sharon, Elizabeth Chen, Michael P. Heinz, Eric Schwartz, Heather M. Palmer, Benjamin A. Rosemergy, James Mendenhall, Scott T. Nonaka, Banks Bruce, Scott J.F. Goldstein, Katherine A. Roberts, James D. Weiss, Jessica N. Adkins, Rachel D. Kleinberg, Edwin L. Norris, Joshua T. Hofheimer, Brian J. Stretch and Leslie A. Shubert of Sidley Austin LLP served as legal counsel, to Henkels.