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Mastec Inc, et al. – ‘424B3’ on 1/6/11

On:  Thursday, 1/6/11, at 7:01am ET   ·   Accession #:  1193125-11-2416   ·   File #s:  333-170834, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/06/11  Mastec Inc                        424B3                  1:995K                                   RR Donnelley/FA
          MasTec Venezuela, Inc.
          MasTec Spain, Inc.
          MasTec Services Company, Inc.
          MasTec North America, Inc.
          MasTec North America AC, LLC
          MasTec Latin America, Inc.
          MasTec Contracting Company, Inc.
          MasTec Brazil II, Inc.
          MasTec Brazil I, Inc.
          DirectStar TV, LLC
          Church & Tower, Inc.
          GlobeTec Construction, LLC
          Nsoro MasTec, LLC
          Power Partners MasTec, LLC
          Three Phase Line Construction, Inc.
          Three Phase Acquisition Corp.
          Pumpco, Inc.
          Wanzek Construction, Inc.
          Nsoro MasTec International, Inc.
          MasTec Property Holdings, LLC
          Precision Transport Company, LLC
          Precision Pipeline LLC
          Precision Acquisition, LLC
          MasTec Residential Services, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML    776K 

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-170834

DATED JANUARY 6, 2011

Prospectus

MasTec, Inc.

Offer to Exchange

MasTec, Inc. is offering to exchange (i) up to $115,000,000 aggregate principal amount of 4.00% Senior Convertible Notes due 2014, or the New 4.00% Notes, for a like principal amount of its outstanding 4.00% Senior Convertible Notes due 2014, or the Original 4.00% Notes, plus an exchange fee of $5.00 per $1,000 in principal amount of Original 4.00% Notes validly tendered and accepted in the exchange offer and (ii) up to $100,000,000 aggregate principal amount of 4.25% Senior Convertible Notes due 2014, or the New 4.25% Notes, for a like principal amount of its outstanding 4.25% Senior Convertible Notes due 2014, or the Original 4.25% Notes, plus an exchange fee of $5.00 per $1,000 in principal amount of Original 4.25% Notes validly tendered and accepted in the exchange offer. The Original 4.00% Notes and the Original 4.25% Notes are collectively referred to as the Original Notes, and the New 4.00% Notes and the New 4.25% Notes are collectively referred to as the New Notes.

General Differences Between the New Notes and the Original Notes

The terms of the New Notes are substantially identical to the terms of the Original Notes, except for the following modifications:

Optional Physical, Cash or Combination Settlement. Upon conversion of the New Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described in this prospectus. Conversions of the New 4.00% Notes into only shares of our common stock, at our election, will be at an initial conversion rate of 63.4417 shares of our common stock per $1,000 principal amount of New 4.00% Notes (equivalent to an initial conversion price of approximately $15.76 per share, which initially equals 7,295,795 shares of common stock assuming all $115,000,000 aggregate principal amount of the New 4.00% Notes are converted), subject to adjustment as described in this prospectus. Conversions of the New 4.25% Notes into only shares of our common stock, at our election, will be at an initial conversion rate of 64.6162 shares of our common stock per $1,000 principal amount of New 4.25% Notes (equivalent to an initial conversion price of approximately $15.48 per share, which initially equals 6,461,620 shares of our common stock assuming all $100,000,000 aggregate principal amount of the New 4.25% Notes are converted), subject to adjustment as described in this prospectus.

Conditional Conversion Features. The Original Notes are convertible at any time on or prior to 5:00 p.m., New York City time, on the business day immediately preceding the maturity date; however, on or prior to March 15, 2014, in the case of the New 4.00% Notes, and September 15, 2014, in the case of the New 4.25% Notes, the New Notes may be converted only upon the satisfaction of certain specified conditions. See “Description of the New 4.00% Notes—Conversion Rights” and “Description of the New 4.25% Notes—Conversion Rights.”

However, on or after March 15, 2014, in the case of the New 4.00% Notes, and September 15, 2014, in the case of the New 4.25% Notes, until the close of business on the business day immediately preceding the applicable maturity date, holders may convert their New Notes in integral multiples of $1,000 principal amount at any time, regardless of the conditions described in “Description of the New 4.00% Notes—Conversion Rights” and “Description of the New 4.25% Notes—Conversion Rights.”

Registration. The New Notes will be registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act, whereas the Original 4.25% Notes were not so registered; and therefore certain related provisions will not apply to the New 4.25% Notes.

Terms of the Exchange Offer

Conditions of the Exchange Offer

Minimum Tender Condition. The exchange offer for our Original 4.00% Notes is conditioned on a minimum aggregate principal amount of $25,000,000 of such notes being validly tendered and accepted in the exchange offer. The exchange offer for our Original 4.25% Notes is conditioned on a minimum aggregate principal amount of $25,000,000 of such notes being validly tendered and accepted in the exchange offer. However, meeting or exceeding the minimum tender condition for our Original 4.00% Notes is not a condition to the exchange offer for our Original 4.25% Notes, nor is meeting or exceeding the minimum tender condition for our Original 4.25% Notes a condition to the exchange offer for our Original 4.00% Notes.

Other Conditions. As explained more fully in the prospectus, the exchange offer is additionally subject to customary conditions.

Subject to applicable securities laws, we reserve the right to waive any and all conditions to the offer (other than the condition that the registration statement be declared effective), to extend or terminate the offer or otherwise to amend the offer in any respect.

The New Notes will not be listed on any securities exchange. Our common stock is listed on the New York Stock Exchange under the symbol “MTZ.” The last reported sale price of our common stock on January 3, 2011, was $14.47.

See “Risk Factors” beginning on page 11 for a discussion of matters that should be considered in connection with the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Barclays Capital                                     Morgan Stanley

The date of this prospectus is January 6, 2011

Table of Contents

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and in any other written communication authorized by us. We have not authorized, and we have not authorized anyone else to authorize, anyone to provide you with different information, whether orally or in writing. If anyone provide you with different or inconsistent information, you should not rely on it. The information that appears in this prospectus and which is incorporated by reference in this prospectus may only be accurate as of the date of this prospectus or the date of the document in which incorporated information appears. Our business, financial condition, results of operations and prospectus may have changed since the date of such information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted.

In this prospectus, the term “MasTec” refers to MasTec, Inc.; the term “Guarantors” refers to those subsidiaries of MasTec that guarantee the New Notes and the Original Notes; except as otherwise indicated, “we,” “us” and “our” refer to MasTec and its subsidiaries (including the Guarantors).

INFORMATION INCORPORATED BY REFERENCE

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available to you without charge upon written or oral request to:

MasTec, Inc.

800 S. Douglas Road, 12th Floor

Coral Gables, Florida 33134

Attn: Alberto de Cardenas, Esq.

Executive Vice President & General Counsel

To obtain timely delivery of any of our filings, agreements or other documents before the expiration date, you must make your request to us no later than December 30, 2010. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration date of the exchange offer, as extended.

The Securities and Exchange Commission, or SEC, allows us to “incorporate by reference” some of the documents that we file with it into this prospectus. This means that we can disclose important business, financial and other information to you by referring you to those documents, and the information incorporated by reference is considered to be part of this prospectus. Later information that we file with the SEC will automatically update and supersede this information. The following documents are incorporated herein by reference:

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In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, (not including any information furnished under Item 2.02, 7.01 or 9.01 of Form 8-K and any other information that is identified as “furnished” rather than filed, which information is not incorporated by reference herein) prior to the termination of the offering (including any such document filed by us after the filing and prior to the effectiveness of this registration statement) will be deemed to be incorporated herein by reference and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. This prospectus is part of a registration statement that we filed with the SEC, and it does not contain all the information contained in the registration statement and the exhibits to the registration statement. For further information with respect to us, we refer you to the registration statement and to the exhibits to the registration statement. You may read and copy the reports, statements and other information that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., in Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

In addition, our SEC filings and other information about our company are available on our internet website: www.mastec.com. Please note that our internet address is included in this prospectus as an inactive textual reference and the information included on our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus or the registration statement of which this prospectus forms a part.

FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference herein contain forward-looking statements based on our current expectations, assumptions, and estimates about us and our industry. These forward-looking statements involve risks and uncertainties. Words such as “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “will,” “may,” “attempt” and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding our future financial position, business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. These forward-looking statements are based on our current expectations, are not guarantees of future performance and are subject to a number of risks, uncertainties, assumptions and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those anticipated in such forward-looking statements. Important factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to:

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We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. If any of the foregoing risks or uncertainties materialize, or if any of our underlying assumptions are incorrect, our actual results may differ

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significantly from the results that we express in or in imply by any of our forward-looking statements. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. Except as required by applicable law, including the securities laws of the United States, and the rules and regulations of the SEC, we do not plan and assume no obligation to publicly update or revise any forward-looking statements contained herein after the date of this prospectus, whether as a result of any new information, future events or otherwise.

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RISK FACTORS

Before you participate in the exchange offer, you should know that making an investment in the New Notes, the Original Notes or the shares of our common stock, if any, issuable upon conversion thereof involves risks, including the risks described below. Before deciding to exchange Original Notes for New Notes, you should carefully consider the risk factors described below, together with the other information contained in this prospectus and the risk factors contained in our most recent annual report on Form 10-K, as updated or supplemented by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K to the extent filed, each of which is incorporated herein by reference and all other information incorporated by reference in this prospectus. The risk factors set forth below, other than those set forth under the caption “Risks Related to the Exchange Offer and New Notes” unless otherwise noted, are applicable to both the Original Notes and the New Notes issued in the exchange offer. The risks described below are not the only risks facing us. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Related to the Exchange Offer and New Notes

The U.S. Federal income tax consequences of an exchange of an Original Note for a New Note are uncertain. If the IRS disagrees with the position we are taking, you could be subject to additional tax liabilities as a result of exchanging an Original Note for a New Note pursuant to the exchange offer.

In the opinion of Greenberg Traurig, P.A. (“Tax Counsel”), although the matter is subject to significant uncertainty, an exchange of an Original Note for a New Note should not constitute a taxable event with respect to the disposition of the Original Note. If that position is correct, a New Note will be treated as a continuation of the Original Note, and an exchanging holder would not have any U.S. Federal income tax consequences solely with respect to that exchange. We intend to take the position that the exchange is not a taxable event. Given the uncertainty regarding that position, there can be no assurance that the Internal Revenue Service (the “IRS”) or a court will agree with it.

If an exchange of an Original Note for a New Note were a taxable event, contrary to the position we intend to take, the tax consequences of the exchange are uncertain. The exchange might be treated as a taxable event on which each exchanging holder would recognize gain or loss in amount equal to the difference between the holder’s adjusted tax basis in the Original Note and the amount realized with respect to the holder’s receipt of the New Note. Alternatively, the exchange could be tax free if it is made pursuant to a recapitalization of the Company and if the Original Note and the New Note each constitutes a “security” for U.S. Federal income tax purposes. In the opinion of Tax Counsel, there is a substantial possibility that neither the Original Notes nor the New Notes constitute securities for U.S. Federal income tax purposes. In that event, assuming an exchange pursuant to the exchange offer is a taxable event, contrary to our position, an exchange of an Original Note for a New Note would be a transaction on which an exchanging holder would recognize gain or loss.

In the opinion of Tax Counsel, the U.S. Federal income tax treatment of receipt of the exchange fee is uncertain but that it is more likely than not that the exchange fee will be taxable as ordinary income at the time of its receipt. Consequently, we intend to withhold U.S. federal income tax from the exchange fee paid to a non-U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations—Non-U.S. Holders”) participating in the exchange offer. See “Material U.S. Federal Income Tax Considerations” for more information.

The U.S. Federal income tax consequences of conversion of a New Note are subject to uncertainty.

In the opinion of Tax Counsel, the U.S. Federal income tax treatment of a U.S. holder’s conversion of a New Note into our common stock and cash is uncertain. It is possible that the conversion would be treated as a partially taxable exchange or as an exchange pursuant to a recapitalization. In the opinion of Tax Counsel, it is more likely that the conversion would be treated as a partially taxable exchange. However, the IRS may take a different view.

The tax treatment of accrued and unpaid interest on conversion of a New Note is not entirely clear. The receipt of consideration on conversion of a New Note might be treated in part as attributable to accrued and unpaid interest and taxable as ordinary income. In the opinion of Tax Counsel, however, while the matter is subject to significant uncertainty, none of the consideration a holder receives on conversion of a New Note should be attributable to accrued and unpaid interest. However, the IRS may take a different view.

The tax consequences of a holder’s receipt of an interest payment of conversion of a New Note between a record date for an interest payment and the interest payment date and subsequent repayment of that amount to us are uncertain. A U.S. holder should consult its own tax adviser concerning the appropriate consequences.

An active trading market for the New Notes may not develop, which means that you may not be able to sell your New Notes easily. The New 4.00% Notes and the New 4.25% Notes each comprise a new issue of securities for which there is currently no public market, and we cannot assure you that a significant amount of either New 4.00% Notes or New 4.25% Notes will be issued upon consummation of the exchange offer.

Each of the New 4.00% Notes and the New 4.25% Notes comprise a new issue of securities for which there is no public market. We do not plan to list the New Notes on any securities exchange or to include them in any automated quotation system. We cannot assure holders that an active trading market for the New Notes will develop or as to the liquidity or sustainability of any such market, the ability to sell the New Notes or the price at which New Notes may be sold. To the extent that an active trading market does not develop, the liquidity and trading prices for the New Notes will be harmed. The liquidity and future trading prices of the New Notes will depend on many factors, including, among other things, prevailing interest rates, our results of operations and financial condition, the price of our common stock and the market for similar securities. An active or liquid trading market for the New Notes may not develop or be sustained.

Although the closing of the exchange offer is conditioned upon a minimum aggregate principal amount of Original Notes being tendered and accepted in the exchange offer, we may waive that condition in our sole discretion. To the extent that less than all of the Original 4.00% Notes or all of the Original 4.25% Notes are exchanged for New 4.00% Notes or New 4.25% Notes, respectively, the trading market for the New 4.00% Notes or New 4.25% Notes, as applicable, will be more limited than the trading market for the Original Notes. A debt security with a smaller outstanding principal amount available for trading (a smaller “float”) may command a lower price than would a comparable debt security with a larger float. Therefore, the market price for the New Notes may be affected adversely. A limited float could also make the trading price of New Notes more volatile.

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A market in the Original Notes may not exist following the exchange offer, and, if you do not participate in the exchange offer, any Original Notes that you retain may become less liquid as a result of the exchange offer.

To the extent that Original Notes are exchanged in the exchange offer, the liquidity of the trading market for the Original Notes, if any, after the completion of the exchange offer may be substantially reduced. Any Original Notes exchanged will reduce the aggregate number of Original Notes outstanding. As a result, the Original Notes may trade at a discount to the price at which they would trade if the exchange offer were not consummated, subject to prevailing interest rates, the market for similar securities and other factors. We cannot assure you that an active market in the Original Notes will exist or be maintained following the exchange offer, and we cannot assure you as to the prices at which the Original Notes may be traded, if at all.

The New Notes contain significant conditions to your ability to convert the New Notes that do not apply to the Original Notes, and you may be precluded from converting the New Notes at a time when you otherwise would have been allowed to convert the Original Notes had you not exchanged them for New Notes in the exchange offer.

Before March 15, 2014, in the case of the New 4.00% Notes, and September 15, 2014, in the case of the New 4.25% Notes, the New Notes will be convertible by you only if specified conditions are met, which we refer to as the conditional conversion features of the New Notes. See “Description of the New 4.00% Notes—Conversion Rights” and “Description of the New 4.25% Notes—Conversion Rights.” Your ability to convert the Original Notes is not limited by these conditions, and it is possible that you would be able to convert the Original Notes, if you do not tender them in the exchange offer, before you would be able to convert the New Notes, if you do exchange your Original Notes for New Notes. If the conditional conversion features of the New Notes are not met, you will not be able to convert your New 4.00% Notes prior to March 15, 2014 or your New 4.25% Notes prior to September 15, 2014, and you may not be able to receive the value of the cash, common stock or a combination of cash and common stock, as applicable, into which the New Notes would otherwise be convertible, even though our common stock may be trading at a price above the applicable conversion price of the New Notes.

We may be unable to repurchase the New Notes for cash when required by the holders, including following a fundamental change or upon conversion of the New Notes.

Holders of the New Notes (and the Original Notes) have the right to require us to repurchase the New Notes upon the occurrence of certain types of fundamental changes prior to maturity as described under “Description of the New 4.00% Notes—Fundamental Change Put” and “Description of the New 4.25% Notes—Fundamental Change Put.” Any of our future debt agreements may contain a similar provision. Additionally, upon conversion of the New Notes, unless we timely elect to deliver solely shares of our common stock to settle such conversion (other than cash in lieu of fractional shares), we will be required to make cash payments in respect of the New Notes being converted as described under “Description of the New 4.00% Notes—Settlement Upon Conversion” and Description of the New 4.25% Notes—Settlement Upon Conversion.” We may not have sufficient funds to make such payments at the required time or the ability to arrange necessary financing on acceptable terms. In addition, our ability to repurchase the New Notes in cash or satisfy any cash conversion obligations may be limited by law or the terms of other agreements relating to our debt outstanding at the time, including our Credit Facility, which will provide that we may not borrow under the Credit Facility or pay more than $10.0 million in aggregate from cash on hand to defease, redeem or settle conversions of the New Notes prior to the maturity date of the Credit Facility on May 10, 2013. If we fail to timely elect to deliver solely shares of our common stock to settle conversions of New Notes, then we will be required to pay cash to settle a portion, or all, of such conversions. Without the consent of the lenders thereunder, our Credit Facility prohibits us from paying cash from cash on hand to satisfy conversion obligations or to repurchase Original Notes or New Notes in the event of a fundamental change to the extent such obligations, in aggregate, have caused or would cause us to pay more than $10.0 million in aggregate in respect of such obligations prior to the expiration of the Credit Facility in May 2013. Our failure to settle such cash conversion or repurchase obligations in accordance with the terms of the indentures that govern the Original Notes or those that will govern the New Notes would constitute an event of default under such indentures, as applicable, which, in turn, would constitute an event of default under our Credit Facility and our 7.625% notes due 2017.

The conditional conversion feature of the New Notes, if triggered, may adversely affect our financial condition, results of operations and our ability to meet our payment obligations under the New Notes, any Original Notes that remain outstanding following the exchange offer and our other debt.

In the event that any conditional conversion feature of the New Notes is triggered, holders of the New Notes will be entitled to convert the New Notes at their option as described under “Description of the New 4.00% Notes—Conversion Rights” and “Description of the New 4.25% Notes—Conversion Rights.” If one or more holders elect to convert their New Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than cash in lieu of fractional shares), we

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would be required to settle a portion or all of our conversion obligation through the payment of cash, which would adversely affect our liquidity and may affect our ability to meet our payment obligations under the New Notes, any Original Notes that remain outstanding following the exchange offer and our other debt. In addition, even if holders do not elect to convert their New Notes, applicable accounting rules could require us to reclassify all or a portion of the outstanding principal amount of the New Notes as a current liability rather than as a long-term liability if the conditional conversion feature is triggered, which would result in a material reduction of our net working capital.

Upon conversion of the New Notes, you may receive less valuable consideration than expected because the value of our common stock may decline after you exercise your conversion right but before we settle our conversion obligation.

Upon a holder’s election to convert the New Notes, such holder will be exposed to fluctuations in the value of our common stock during the period from the date such holder surrenders New Notes for conversion until the date we settle our conversion obligation.

Under the New Notes, if we elect to satisfy our conversion obligation in cash or a combination of cash and shares of our common stock, the amount of consideration that you will receive upon conversion of your notes will be determined by reference to the volume weighted average prices of our common stock for each trading day in a 40 trading day observation period, and such consideration will be delivered on the third business day following the final trading day of the relevant observation period. As described under “Description of the New 4.00% Notes—Conversion Rights—Settlement Upon Conversion” and “Description of the New 4.25% Notes—Conversion Rights—Settlement Upon Conversion,” this period would be (i) if the relevant conversion date occurs prior to March 15, 2014, in the case of the New 4.00% Notes, and September 15, 2014, in the case of the New 4.25% Notes, the 40 consecutive trading day period beginning on, and including, the second trading day after such conversion date; and (ii) if the relevant conversion date occurs on or after March 15, 2014, in the case of the New 4.00% Notes, and September 15, 2014, in the case of the New 4.25% Notes, the 10 consecutive trading days beginning on, and including, the 12^th scheduled trading day immediately preceding the maturity date. Accordingly, if the price of our common stock decreases during this period, the amount and/or value of consideration you receive will be adversely affected. In addition, if the market price of our common stock at the end of such period is below the average of the volume weighted average price of our common stock during such period, the value of any shares of our common stock that you will receive in satisfaction of our conversion obligation will generally be less than the value used to determine the number of shares that you will receive.

If we elect to satisfy our conversion obligation in solely shares of our common stock, we will be required to deliver the shares of our common stock, together with cash for any fractional share, on the third business day following the relevant conversion date. Accordingly, if the price of our common stock decreases during this period, the value of the shares that you receive would be adversely affected and would be less than the conversion value of the New Notes being converted on the conversion date.

An adverse rating of the New Notes may cause the trading price of the notes to fall.

We do not expect to seek a rating on the New Notes; however, if a rating agency rates the notes, it may assign a rating that is lower than investors’ expectations. Ratings agencies also may lower ratings on the notes in the future. If rating agencies assign a lower-than-expected rating or reduce, or indicate that they may reduce, their ratings in the future, the trading price of the notes could significantly decline.

The accounting method for the New Notes is subject to uncertainty, including as a result of recent changes that could have a material effect on our reported financial results.

In May 2008, the Financial Accounting Standards Board issued an accounting standard for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement). This standard applies to certain convertible debt instruments, including the New Notes, that, by their stated terms, may be settled entirely or partially in cash upon conversion. Under this standard, an entity must separately account for the liability and equity components of such convertible debt instruments (such as the New Notes) to reflect the issuer’s economic interest cost. The equity component will be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet, and the value of the equity component will be treated as an original issue discount for purposes of accounting for the debt component of the New Notes. As a result, we will be required to record a greater amount of non-cash interest expense as a result of the accretion of the discounted carrying value of the notes up to their face amount over the term of the New Notes. We will report lower net income in our financial results because this standard will require interest to include both the current period’s accretion of the debt discount and the New Note’s coupon interest, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the New Notes.

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In addition, under certain circumstances, convertible debt instruments (such as the New notes) that may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the securities are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the securities exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the New Notes, then our diluted earnings per share could be adversely affected. Further, the impact on diluted earnings per share is substantially different under the treasury stock method used for the New Notes and the if-converted method used to calculate diluted earnings per share for the Original Notes. As such, diluted earnings per share in the future will not be easily comparable to periods prior to the exchange offer.

We have not obtained a third-party determination that the exchange offer is fair to holders of the Original Notes and cannot assure you that the value of your New Notes will equal or exceed the value of your Original Notes.

We, nor the dealer managers, are making a recommendation as to whether holders of Original Notes should exchange them for New Notes in the exchange offer. We have not retained, and do not intend to retain, any representative to act on behalf of the holders of the Original Notes for purposes of negotiating the terms of the exchange offer or preparing a report concerning the fairness of the exchange offer. We cannot assure holders of the Original Notes that the value of the New Notes received in the exchange offer will at any time equal or exceed the value of the Original Notes tendered, and we do not take a position as to whether you ought to participate in the exchange offer.

Risks Related to the New Notes and Our Common Stock

There are a number of risks related to investing in the New Notes that are substantially similar to the risks related to investing in the Original Notes, including the following risks.

We have a significant amount of debt. Our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under the New Notes and our other debt.

We have a significant amount of debt and substantial debt service requirements. As of September 30, 2010, we had approximately $417.8 million of outstanding debt.

This level of debt could have significant consequences on our future operations, including:

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the New Notes and our other debt.

Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to a large extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our Credit Facility or otherwise, in an amount sufficient to enable us to meet our payment obligations under the New Notes and our other debt and to fund other liquidity needs. If we are not able to generate

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sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the New Notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the New Notes and our other debt.

The New Notes will be structurally subordinated to our Credit Facility and any other existing and future secured indebtedness of us and our subsidiaries.

The New Notes are not secured by any of our assets or those of our subsidiaries. As a result, the notes will be structurally subordinated to any secured debt we or our subsidiaries may incur, including the Credit Facility, under which we have an available borrowing amount of up to $210.0 million, subject to certain restrictions, and which available borrowing amount may be increased to $260.0 million if certain conditions are met. The Credit Facility is collateralized by a first priority security interest in substantially all of our assets and the assets of our subsidiaries. Additionally, we have guaranteed a $13.5 million equipment term loan that is secured by most of the existing equipment of our wholly-owned subsidiary, Pumpco, Inc. As of September 30, 2010, we had aggregate indebtedness of approximately $417.8 million, of which approximately $52.8 million was secured. In any liquidation, dissolution, bankruptcy or other similar proceeding, holders of our secured debt may assert rights against any assets securing such debt in order to receive full payment of their debt before those assets may be used to pay the holders of the New Notes. In such an event, we may not have sufficient assets remaining to pay amounts due on any or all of the New Notes. The New Notes do not restrict us or our subsidiaries from incurring indebtedness, including senior indebtedness in the future, nor do they limit the amount of indebtedness we can issue that is equal in right of payment.

Not all of our subsidiaries will guarantee the New Notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the New Notes.

The guarantors of the New Notes will not include all of our subsidiaries. In particular, each of our existing subsidiaries that is a foreign subsidiary will not guarantee the New Notes. Additionally, our future restricted subsidiaries will only be required to guarantee the New Notes if they also guarantee any credit facility of MasTec or any other restricted subsidiary, they are not foreign subsidiaries and they are wholly owned by us (subject to certain limited exceptions). No payments on the New Notes will be made from assets of subsidiaries that do not guarantee the New Notes, unless those assets are transferred by dividend or otherwise to us or a subsidiary guarantor.

In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its debt and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the New Notes will be structurally subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables.

MasTec, Inc. is a holding company and it may not have access to the cash flow and other assets of its subsidiaries that may be needed to make payment on the New Notes.

MasTec, Inc. is a holding company, and it conducts substantially all of its operations through its subsidiaries. Consequently, it does not have any income from operations and does not expect to generate income from operations in the future. As a result, its ability to meet its debt service obligations, including its obligations under the New Notes, substantially depends upon its subsidiaries’ cash flow and payment of funds to it by its subsidiaries as dividends, loans, advances or other payments. In addition, the payment of dividends or the making of loans, advances or other payments to MasTec, Inc. may be subject to regulatory or contractual restrictions.

Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may be required to return payments received from us or the Guarantors.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the New Notes and the incurrence of any guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the New Notes or guarantees as to us or any of the Guarantors, as applicable, could be voided as a fraudulent transfer or conveyance if (1) we or any of the Guarantors, as applicable, issued the New Notes or incurred the guarantees with the intent of hindering, delaying, or defrauding creditors or (2) we or any of the Guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the New Notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

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If a court were to find that the issuance of the New Notes or the incurrence of the guarantees was a fraudulent transfer or conveyance as to us or any of the Guarantors, as applicable, the court could void our payment obligations or those of the applicable Guarantor under the New Notes or such guarantee or subordinate the New Notes or such guarantee to presently existing and future indebtedness of ours or of the related Guarantor, or require the holders of the New Notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the New Notes. In addition, each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. This provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws, or may eliminate the Guarantor’s obligations or reduce the Guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. Further, the voidance of the New Notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

We cannot be certain as to the standards a court would use to determine whether or not we or the Guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be subordinated to our or any of our Guarantors’ other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our operations to pay our indebtedness.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the New Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate sufficient cash flow from operations in the future to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

The terms of the New Notes will not contain restrictive covenants and provide only limited protection in the event of a change of control.

The indenture under which the New Notes will be issued will not contain restrictive covenants that would protect you from several kinds of transactions that may adversely affect you. In particular, the indenture will not contain covenants that will limit our ability to pay dividends or make distributions on or redeem our capital stock or limit our ability to incur additional indebtedness and, therefore, may not protect you in the event of a highly leveraged transaction or other similar transaction. The requirement that we offer to repurchase the New Notes upon a change of control is limited to the transactions specified in the definition of a “fundamental change” under “Description of the New 4.00% Notes—Fundamental Change Put” and “Description of the New 4.25% Notes—Fundamental Change Put.” Similarly, the circumstances under which we are required to adjust the conversion rate upon the occurrence of a “non-stock change of control” are limited to circumstances where a note is converted in connection with such a transaction as set forth under “Description of New 4.00% Notes—Conversion Rights—Adjustment to Conversion Rate Upon a Non-Stock Change of Control” and “Description of New 4.25% Notes—Conversion Rights—Adjustment to Conversion Rate Upon a Non-Stock Change of Control.”

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Accordingly, subject to restrictions contained in our other debt agreements, we could enter into certain transactions, such as acquisitions, refinancings or recapitalizations, that could affect our capital structure and the value of the New Notes and common stock issuable upon conversion of the New Notes but would not constitute a fundamental change under the New Notes.

Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the New Notes.

Upon the occurrence of certain types of fundamental changes, you have the right to require us to offer to repurchase the New Notes. However, the fundamental change provisions will not afford protection to holders of the New Notes in the event of certain transactions. For example, transactions such as leveraged recapitalizations, refinancings, restructurings or acquisitions initiated by us would not necessarily constitute a fundamental change requiring us to repurchase the New Notes. In the event of any such transaction, the holders would not have the right to require us to repurchase the New Notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of the New Notes.

Provisions of the New Notes could discourage an acquisition of us by a third party.

Certain provisions of the New Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the New Notes will have the right, at their option, to require us to repurchase all of their New Notes or any portion of the principal amount of such notes in integral multiples of $1,000. We may also be required to issue additional shares upon conversion or provide for conversion into the acquirer’s capital stock in the event of certain fundamental changes.

The conversion rate of the New Notes may not be adjusted for all dilutive events that may adversely affect the trading price of the New Notes or the common stock issuable upon conversion of the New Notes.

The conversion rate of the New Notes is subject to adjustment upon certain events, including the issuance of stock dividends on our common stock, the issuance of rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, cash dividends and issuer tender or exchange offers as described under “Description of New 4.00% Notes — Conversion Rights — Conversion Rate Adjustments” and “Description of New 4.25% Notes — Conversion Rights — Conversion Rate Adjustments.” The conversion rate will not be adjusted for certain other events that may adversely affect the trading price of the New Notes or the common stock issuable upon conversion of the New Notes.

The adjustment to the conversion rate upon the occurrence of certain types of fundamental changes may not adequately compensate you for the lost option time value of your New Notes as a result of such fundamental change.

If certain types of fundamental changes occur on or prior to the date when the New Notes mature, we may adjust the conversion rate of the New Notes to increase the number of shares issuable upon conversion. The number of additional shares to be added to the conversion rate will be determined based on the date on which the fundamental change becomes effective and the price paid per share of our common stock in the fundamental change as described under “Description of the New 4.00% Notes — Conversion Rights — Adjustments to Conversion Rates Upon a Non-Stock Change of Control” and “Description of the New 4.25% Notes — Conversion Rights — Adjustments to Conversion Rates Upon a Non-Stock Change of Control.” Although this adjustment is designed to compensate you for the lost option value of your New Notes as a result of certain types of fundamental changes, the adjustment is only an approximation of such lost value based upon assumptions made on the date of this prospectus and may not adequately compensate you for such loss. In addition, if the price paid per share of our common stock in the fundamental change is (i) in the case of the New 4.00% Notes, less than $12.125 or more than $140.00 (subject to adjustment) or (ii) in the case of the New 4.25% Notes, less than $11.68 or more than $125.00 (subject to adjustment), there will be no such adjustment.

Conversion of the New Notes may dilute the ownership interest of existing shareholders, including holders who have previously converted their New Notes.

The conversion of some or all of the New Notes may dilute the ownership interests of existing shareholders. Any sales in the public market of any of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the anticipated conversion of the New Notes into shares of our common stock could depress the price of our common stock.

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As a noteholder, you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock.

If you hold New Notes, you are not entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock), but you are subject to all changes affecting the common stock. You will be entitled to rights on the common stock only if and when we deliver shares of common stock to you upon conversion of your New Notes. For example, in the event that an amendment is proposed to our Amended and Restated Articles of Incorporation, as amended, or Bylaws, as amended, requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to the conversion date related to a holder’s conversion of its New Notes (if we elected to settle the relevant conversion by delivering solely shares of our common stock, other than cash in lieu of any fractional share) or the last trading day of the relevant observation period (if we elect to pay and deliver, as the case may be, a combination of cash and shares of our common stock in respect of the relevant conversion), you will not be entitled to vote on the amendment, but you will nevertheless be subject to any changes in the powers, preferences or special rights of our common stock.

You may be deemed to receive a taxable dividend as a result of an adjustment to, or a failure to adjust, the conversion rate of the New Notes even though you do not receive a corresponding cash distribution.

The conversion rate of the New Notes is subject to adjustment in certain circumstances as described under “Description of New 4.00% Notes — Conversion Rate Adjustments” and “Description of New 4.25% Notes — Conversion Rate Adjustments.” Adjustments (or the failure to make adjustments) to the conversion rate of the New Notes that have the effect of increasing your proportionate interest in us may result in a taxable deemed dividend to you to the extent of our earnings and profits. A taxable deemed dividend to you would result, for example, if the conversion rate of the New Notes is adjusted to compensate Note holders for taxable cash dividends to holders of our common stock. The adjustment to the conversion rate of the New Notes converted in connection with a non-stock change in control, as described under “Description of New 4.00% Notes — Adjustment to Conversion Rate Upon a Non-Stock Change of Control” and “Description of New 4.25% Notes — Adjustment to Conversion Rate Upon a Non-Stock Change of Control,” also may be treated as a taxable deemed dividend. Conversely, the failure of the conversion rate of the New Notes to adjust fully to reflect a stock dividend or other event increasing the proportionate interests in us of the holders of our common stock may result in a taxable deemed dividend to holders of our common stock. If you are a non-U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations”), a taxable deemed dividend to you generally will be subject to U.S. federal withholding tax (currently at a 30% rate, or at a lower rate if so specified by an applicable income tax treaty), which may be set off against interest on your New Notes, distributions on your common stock or shares of common stock or proceeds subsequently paid or credited to you. See “Material U.S. Federal Income Tax Considerations.”

Recent regulatory actions may adversely affect the trading price and liquidity of the New Notes.

We expect that many investors in, and potential purchasers of, the New Notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the New Notes. Investors that employ a convertible arbitrage strategy with respect to convertible debt instruments typically implement that strategy by selling short the common stock underlying the convertible notes and adjusting their short position while they simultaneously hold the notes. As a result, any specific rules regulating short selling of securities or other governmental action that interferes with the ability of market participants to effect short sales in our common stock could adversely affect the ability of investors in, or potential purchasers of, the New Notes to conduct the convertible arbitrage strategy that we believe they will employ, or seek to employ, with respect to the New Notes. This could, in turn, adversely affect the trading price and liquidity of the New Notes.

At an open meeting on February 24, 2010, the SEC adopted a new short sale price test through an amendment to Rule 201 of Regulation SHO. The amendments to Rule 201 became effective on May 10, 2010 and restrict short selling when the price of a “covered security” has triggered a “circuit breaker” by falling at least 10% in one day, at which point short sale orders can be displayed or executed only if the order price is above the current national best bid, subject to certain limited exceptions. Compliance with the amendments to Rule 201 is required by November 10, 2010. Because our common stock is a “covered security,” the new restrictions may interfere with the ability of investors in, and potential purchasers of, the New Notes, to effect short sales in our common stock and conduct the convertible arbitrage strategy that we believe they will employ, or seek to employ, with respect to the New Notes.

In addition, on June 10, 2010 the SEC approved a six-month pilot (the “circuit breaker pilot”) pursuant to which several national securities exchanges and the Financial Industry Regulatory Authority, Inc. (“FINRA”) adopted rules to halt trading in securities included in the S&P 500 Index if the price of any such security moves 10% or more from within a five-minute period. On June 30, 2010, the national securities exchanges and FINRA proposed to expand the circuit breaker pilot to include component securities of the Russell 1000 Index and over 300 exchange traded funds. As of November 5, 2010, the expansion of the circuit breaker pilot had not

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yet been approved by the SEC. In light of the sudden, market-wide price declines experienced on May 6, 2010, the circuit breaker pilot, including the proposed expansion of the circuit breaker pilot (if approved), may decrease, or prevent an increase in, the market price and/or liquidity of our common stock and/or interfere with the ability of investors in, and potential purchasers of, the New Notes, to effect hedging transactions in or relating to our common stock and conduct the convertible arbitrage strategy that we believe they will employ, or will seek to employ, with respect to the New Notes.

On July 21, 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act. This new legislation may require many over-the-counter swaps to be centrally cleared and traded on exchanges or comparable trading facilities. In addition, swap dealers and major market participants may be required to comply with margin and capital requirements as well as public reporting requirements to provide transaction and pricing data on both cleared and uncleared swaps. These requirements could adversely affect the ability of investors in, or potential purchasers of, the New Notes to implement a convertible arbitrage strategy with respect to the New Notes (including increasing the costs incurred by such investor in implementing such strategy). This could, in turn, adversely affect the trading price and liquidity of the New Notes. The legislation will become effective on the later of 360 days following the enactment of the legislation or 60 days after the publication of the final rule; however, it is unclear whether the margin requirements will apply retroactively to existing swap transactions. We cannot predict how this legislation will be implemented by the SEC or the magnitude of the effect that this legislation will have on the trading price or liquidity of the New Notes.

Although the direction and magnitude of the effect that the amendments to Regulation SHO, implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the circuit breaker pilot, including the proposed expansion of the circuit breaker pilot (if approved), may have on the trading price and the liquidity of the New Notes will depend on a variety of factors, many of which cannot be determined at this time, past regulatory actions have had a significant impact on the trading prices and liquidity of convertible debt instruments. For example, in September 2008, the SEC issued emergency orders generally prohibiting short sales in the common stock of a variety of financial services companies while Congress worked to provide a comprehensive legislative plan to stabilize the credit and capital markets. The orders made the convertible arbitrage strategy that many convertible debt investors employ difficult to execute and adversely affected both the liquidity and trading price of convertible notes issued by many of the financial services companies subject to the prohibition. Any governmental actions that restrict the ability of investors in, or potential purchasers of, the New Notes to effect short sales in our common stock or to implement hedging strategies, including the recently adopted amendments to Regulation SHO, implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the pilot rules described above, could similarly adversely affect the trading price and the liquidity of the New Notes.

The market price of our common stock has been, and may continue to be, highly volatile, which may impact the price of the New Notes and make them more difficult to resell.

We expect that the market price of the New Notes will be significantly affected by the market price of our common stock. This may result in greater volatility in the market price of the New Notes than would be expected for nonconvertible debt securities. The market price of our common stock has experienced, and may continue to experience, considerable volatility. For the 52-week period ended December 20, 2010, the trading price of our common stock on the New York Stock Exchange has ranged from a low of $9.26 per share to a high of $15.48 per share. Numerous factors could have a significant effect on the price of our common stock, including those described or referred to in this “Risk Factors” section of this prospectus and the documents incorporated herein by reference as well as, among other things:

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In addition, the stock market has experienced significant price and volume fluctuations in recent years that have sometimes been unrelated or disproportionate to the operating performance of companies. The market price for our common stock has been volatile, and, because the New Notes are convertible into shares of our common stock, volatility or depressed prices for our common stock could have a similar effect on the trading price of the New Notes. Holders who receive common stock upon conversion of the New Notes will also be subject to the risk of volatility and depressed prices of our common stock.

Future issuances of common stock or securities convertible into common stock, including issuances in connection with future acquisitions and in connection with certain earn-out obligations in connection with completed acquisitions, may be dilutive and may affect the market price of our common stock and the value of the New Notes.

We grow our business organically as well as through acquisitions. One method of acquiring companies or otherwise funding our corporate activities is through the issuance of additional equity securities. In connection with certain completed acquisitions, we have the option to issue shares of our common stock instead of cash for certain earn-out obligations, provided we first register those shares for resale, and for one such obligation our earn-out obligation is unlimited. Additionally, if we exercise our option to close the EC Source Acquisition, we will be required to deliver to the other EC Source equity holders 5,153,846 shares of our common stock, subject to certain adjustments. Our Amended and Restated Articles of Incorporation provide that we may issue up to a total 145,000,000 shares of common stock, of which 76,275,321 shares were outstanding as of November 30, 2010. Such issuances could have the effect of diluting our earnings per share as well as our existing shareholders’ individual ownership percentages and could lead to volatility in our common stock price.

Additionally, we are not restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The issuance of additional shares of our common stock upon conversion of the New Notes, any Original Notes that remain outstanding following the exchange offer, in connection with future acquisitions or other issuances of our common stock or convertible securities, including outstanding options and warrants, or otherwise will dilute the ownership interest of our common shareholders.

Sales of a substantial number of shares of our common stock or other equity-related securities in the public market could depress the market price of the New Notes, our common stock or both and impair our ability to raise capital through the sale of additional equity or equity-linked securities. We cannot predict the effect that future sales of our common stock or other equity-related securities would have on the market price of our common stock or the value of the New Notes. The price of our common stock could be affected by possible sales of our common stock by investors who view the New Notes as a more attractive means of equity participation in our company and by hedging or arbitrage trading activity that we expect to develop involving our common stock as a result of this offering. The hedging or arbitrage could, in turn, affect the market price of the New Notes.

A small number of our existing shareholders have the ability to influence major corporate decisions.

Jorge Mas, our Chairman, and Jose Mas, our Chief Executive Officer, beneficially owned approximately 28.5% of the outstanding shares of our common stock as of November 1, 2010. Accordingly, they are in a position to influence:

These factors may discourage, delay or prevent a takeover attempt that you might consider in your best interest or that might result in you receiving a premium for your common stock.

Our articles of incorporation and certain provisions of Florida law contain anti-takeover provisions that may make it more difficult to effect a change in our control.

Certain provisions of our Amended and Restated Articles of Incorporation, as amended, and Bylaws and the Florida Business Corporation Act, or the FBCA, could delay or prevent an acquisition or change in control and the replacement of our incumbent directors and management, even if doing so might be beneficial to our shareholders by providing them with the opportunity to sell their shares possibly at a premium over the then market price of our common stock. For example, our Board of Directors is divided into three classes. At any annual meeting of our shareholders, our shareholders only have the right to appoint approximately one-third of the directors on our Board of Directors. Consequently, it will take at least two annual shareholder meetings to effect a change in control of our Board of Directors, which may discourage hostile takeover bids. In addition, our articles of incorporation authorize our Board of Directors, without further shareholder approval, to issue preferred stock. The issuance of preferred stock could also dilute the voting power of the holders of our common stock, including by the grant of voting control to others, which could delay or prevent an acquisition or change in control.

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SELECTED FINANCIAL DATA

The historical consolidated statement of income data and consolidated balance sheet data as of and for each of the fiscal years in the five-year period ended December 31, 2009 included in the following selected financial data have been derived from our audited consolidated financial statements. The historical consolidated statement of income data and consolidated balance sheet data as of and for the nine months ended September 30, 2010 and 2009 have been derived from our unaudited financial statements, which, in the opinion of management, include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. Our consolidated results of operations are not necessarily comparable from period to period due to the impact of acquisitions. See Note 4 – Acquisitions to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2009 and Note 5 – Acquisitions and Joint Ventures to our unaudited consolidated financial statements contained in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2010, each of which is incorporated by reference herein. All periods presented reflect our Canadian operations as discontinued operations. You should read the following information together with our consolidated financial statements and notes thereto as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2010, each of which is incorporated by reference herein. See “Where You Can Find More Information” on page ii.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our consolidated ratios of earnings to fixed charges for the periods indicated:

For the purpose of computing the ratio of earnings to fixed charges, earnings were calculated using net income attributable to MasTec before (1) losses from discontinued operations, (2) income taxes, (3) minority interest and (4) fixed charges, and less undistributed earnings of equity method investees. Fixed charges consist of interest expense, which includes amortization of premiums, discounts and capitalized expenses related to indebtedness, and estimated interest within rental expense.

USE OF PROCEEDS

We will not receive cash proceeds from the issuance of the New Notes. In consideration for issuing the New Notes for Original Notes as described in this prospectus, we will receive Original Notes in like principal amount. The Original Notes surrendered in exchange for the New Notes will be retired and cancelled. Accordingly, no additional debt will result from the exchange. We will bear the expenses of the exchange offer, including the payment of the exchange fee.

CAPITALIZATION

The following table sets forth our cash and cash equivalents balances and our capitalization as of September 30, 2009. Because we will not receive any proceeds from the exchange offer, we have not shown our capitalization on an “as adjusted” basis.

You should read the following table together with our consolidated financial statements and notes thereto as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2010, each of which is incorporated by reference herein. See “Where You Can Find More Information” on page ii.

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COMMON STOCK PRICE RANGE AND DIVIDENDS

Our common stock is listed on the New York Stock Exchange under the symbol “MTZ.” The following table sets forth, for the periods indicated, the high and low per share sale prices of our common stock, as reported by the New York Stock Exchange.

On January 3, 2011, the last reported sale price of our common stock on the New York Stock Exchange was $14.47 per share. We have 145,000,000 shares of common stock, par value $0.10 per share, authorized for issuance under our Amended and Restated Articles of Incorporation. As of November 30, 2010, approximately 76,275,321 shares of common stock were outstanding.

We have never paid any cash dividends and do not anticipate paying any cash dividends in the foreseeable future. Instead we intend to retain any future earnings for reinvestment. Our Board of Directors will make any future determination as to the payment of dividends at its discretion, and its determination will depend upon our operating results, financial condition and capital requirements, general business conditions and such other factors that the board of directors considers relevant. In addition, our Credit Facility prohibits us from paying cash dividends or making other distributions on our common stock without the prior consent of the lender, and the indenture governing our 7.625% senior notes due 2017 contains covenants that restrict our ability to make certain payments including the payment of dividends.

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EXCHANGE OFFER

Terms of the Exchange Offer

Upon the terms and subject to the conditions of the exchange offer (including if the exchange offer is extended or amended, the terms and conditions of any such extension or amendment), we will accept any and all Original Notes validly tendered and not withdrawn prior to 12:00 midnight, New York City time, on the expiration date. The date of acceptance for exchange of the Original Notes, and completion of the exchange offer, is the exchange date, which will be as soon as practicable following the expiration date (unless extended as described in this prospectus). Promptly following the exchange date, we will issue an aggregate principal amount of up to (i) $115.0 million of New 4.00% Notes for a like principal amount of outstanding Original 4.00% Notes, plus an exchange fee of $5.00 for each $1,000 principal amount of Original 4.00% Notes tendered and accepted in connection with the exchange offer and (ii) $100.0 million of New 4.25% Notes for a like principal amount of outstanding Original 4.25% Notes, plus an exchange fee of $5.00 for each $1,000 principal amount of Original 4.25% Notes tendered and accepted in connection with the exchange offer. The New Notes issued in connection with the exchange offer will be delivered promptly following the exchange date. Holders may tender none, some or all of their Original Notes in connection with the exchange offer, but only in $1,000 integral multiples of principal amount.

This prospectus and a letter of transmittal are being sent to all registered holders of outstanding Original Notes. There will be no fixed record date for determining registered holders entitled to participate in the exchange offer.

In connection with the issuance of the Original Notes, we arranged for the Original Notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The New Notes will be issued in the form of Global Notes registered in the name of DTC or its nominee, and each beneficial owner’s interest in it will be transferable in book-entry form through DTC. See “Description of the New 4.00% Notes—Form, Denomination and Registration—Global Notes, Book-Entry Form” and “Description of the New 4.25% Notes—Form, Denomination and Registration—Global Notes, Book-Entry Form.”

The exchange offer for the Original 4.00% Notes is conditioned on a minimum aggregate principal amount of $25.0 million of such notes being validly tendered and accepted in the exchange offer. The exchange offer for the Original 4.25% Notes is conditioned on a minimum aggregate principal amount of $25.0 million of such notes being validly tendered and accepted in the exchange offer.

We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC.

Our board of directors and officers do not make any recommendation to the holders of Original Notes as to whether or not to exchange all or any portion of their Original Notes. In addition, we have not authorized anyone to make any recommendation. You must make your own decision whether to tender your Original Notes for exchange and, if so, the amount of Original Notes to tender.

Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. Original Notes that are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, as supplemented, under which they were originally issued.

We shall be considered to have accepted validly tendered Original Notes if and when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us.

If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes to the tendering holder, without expense to such holder, promptly after the expiration date.

Holders who tender Original Notes will not be required to pay any expenses of soliciting tenders in the exchange or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. See “—Transfer Taxes,” “— Fees and Expenses” and “—Other Fees and Expenses.”

Expiration Date; Extension; Amendments

The expiration date for the exchange offer is 12:00 midnight, New York City time, on January 6, 2011, unless extended by us in our sole discretion, in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended. We reserve the right, in our sole discretion, to extend the exchange offer at any time, and from time to time, before the expiration date by giving written notice to U.S. Bank National Association, the exchange agent, and issuing a timely press release or other public announcement through an appropriate news agency. During any extension of the exchange offer, all Original Notes previously tendered in the exchange offer will remain subject to the exchange offer.

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We reserve the right, in our sole discretion:

If we amend the exchange offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the exchange offer for a period of five to ten business days.

If we determine to extend, amend or terminate the exchange offer, we will publicly announce this determination by issuing a timely press release through an appropriate news agency.

Conditions to the Exchange Offer

Minimum Tender Condition

We may terminate or amend the exchange offer if:

provided, however, that meeting or exceeding the minimum tender condition for our Original 4.00% Notes is not a condition to the exchange offer for our Original 4.25% Notes, nor is meeting or exceeding the minimum tender condition for our Original 4.25% Notes a condition to the exchange offer for our Original 4.00% Notes. Therefore, subject to the satisfaction or waiver of the other terms and conditions to the exchange offer, (i) if the minimum tender condition for the Original 4.00% Notes is met, we will exchange such tendered notes for New 4.00% Notes, notwithstanding that the minimum tender condition for the Original 4.25% Notes has not been met, and (ii) if the minimum tender condition for the Original 4.25% Notes is met, we will exchange such tendered notes for New 4.25% Notes, notwithstanding that the minimum tender condition for the Original 4.00% Notes has not been met.

General Conditions

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange any Original Notes tendered, and we may terminate or amend the exchange offer, if any of the following conditions precedent to the exchange offer is not satisfied, or is reasonably determined by us not to be satisfied, and, in our reasonable judgment and regardless of the circumstances giving rise to the failure of the condition, the failure of the condition makes it inadvisable to proceed with the exchange offer or with the acceptance for exchange of the Original Notes or exchange and issuance of the New Notes:

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All of the foregoing conditions set forth under “—Conditions to the Exchange Offer” are for the sole benefit of us and may be waived by us, in whole or in part, in our sole discretion. Any determination that we make concerning an event, development or circumstance described or referred to above shall be conclusive and binding.

In addition, the registration statement and any post-effective amendment to the registration statement covering the New Notes must be effective under the Securities Act. This condition is not waivable by us.

If any of the foregoing conditions is not satisfied, we may, at any time before the expiration of the exchange offer:

Except for the requirements of applicable U.S. federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the exchange offer which, if not complied with or obtained, would have a material adverse effect on us.

Acceptance of Original Notes for Exchange; Issuance and Delivery of New Notes

Once all of the conditions to the exchange offer are satisfied or waived, we will accept all Original Notes properly tendered and will issue the New Notes promptly after the expiration date. The discussion under the heading “—Conditions to the Exchange Offer,” above, provides further information regarding the conditions to the exchange offer. For purposes of the exchange offer, we will be deemed to have accepted properly tendered Original Notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly after giving such notice.

The New Notes will be issued in denominations of $1,000 and any integral multiples of $1,000.

Issuance of the New Notes in exchange for the Original Notes in the exchange offer will be made only after timely receipt by the exchange agent of the certificate(s) representing the Original Notes (or a confirmation of book-entry transfer), a properly completed and duly executed letter of transmittal (or an agent’s message from DTC) and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange.

Effect of Tender

Any valid tender by a holder of Original Notes that is not validly withdrawn prior to the expiration date of the exchange offer will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the exchange offer and the letter of transmittal. The acceptance of the exchange offer by a tendering holder of Original Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Original Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind.

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Interest

Interest on the New Notes will accrue from the last interest payment date on which interest was paid on the Original Notes. Holders whose Original Notes are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the Original Notes.

Procedures For Tendering

Unless the tender is being made in book-entry form, to tender in the exchange offer, a holder must:

Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account. Although delivery of Original Notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal (or facsimile), with any required signature guarantees and any other required documents (or an agent’s message from DTC), must, in any case, be transmitted to and received or confirmed by the exchange agent at its address set forth under the caption “Exchange Agent” below, prior to 12:00 midnight, New York City time, on the expiration date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant tendering Original Notes and that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and we may enforce such agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the appropriate letter of transmittal are true and correct.

The tender by a holder of Original Notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or Original Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

Any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering such beneficial owner’s Original Notes, either make appropriate arrangements to register ownership of the Original Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signatures on letters of transmittal or notices of withdrawal must be guaranteed by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Original Notes tendered pursuant thereto are tendered:

In the event that a signature on a letter or transmittal or a notice of withdrawal is required to be guaranteed, such guarantee must be by:

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If the letter of transmittal is signed by a person other than the registered holder of any Original Notes, the Original Notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

If the letter of transmittal or any Original Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

Binding Interpretations

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Original Notes. Our determination will be final and binding. We reserve the absolute right to reject any and all tenders of any particular Original Notes not properly tendered or to not accept any particular Original Notes which acceptance might, in our reasonable judgment or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities in the tender of Original Notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes for exchange must be cured within such reasonable period of time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of them incur any liability for failure to give such notification. Tenders of Original Notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Guaranteed Delivery Procedures

A holder who wishes to tender its Original Notes and:

may effect a tender if:

(i) a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,

(ii) the name and address of the holder, and

(iii) the certificate number(s) of the Original Notes and the principal amount of Original Notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal and the certificate(s) representing the Original Notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your Original Notes according to the guaranteed delivery procedures.

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Withdrawal of Tenders

Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time prior to the expiration date.

To withdraw a tender of Original Notes in connection with the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to the expiration date. Any such notice of withdrawal must:

We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices of withdrawal. Any Original Notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no New Notes will be issued in exchange for such withdrawn Original Notes unless such Original Notes are validly re-tendered. Any Original Notes which have been tendered but which are not accepted for exchange or which are withdrawn will be returned to the holder without cost to such holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be re-tendered at any time prior to the expiration date by following one of the procedures described above under the caption “—Procedures for Tendering.”

Exchange Agent

We have appointed U.S. Bank National Association as exchange agent in connection with the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent at its offices at: U.S. Bank National Association—Corporate Trust Services, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attn: Specialized Finance. The exchange agent’s telephone number is (800) 934-6802 and facsimile number is (651) 495-8158.

Fees and Expenses

Barclays Capital, Inc. and Morgan Stanley & Co. Incorporated are acting as dealer managers in connection with the exchange offer. The dealer managers will not receive a fee for their services but will be entitled to reimbursement for their expenses. The obligations of the dealer managers are subject to certain conditions. We have agreed to indemnify the dealer managers against certain liabilities, including liabilities under the federal securities laws, or to contribute to payments that the dealer managers may be required to make in respect thereof. Questions regarding the terms of the exchange offer may be directed to the dealer managers at the address set forth on the back cover page of this prospectus.

From time to time, the dealer managers and their respective affiliates have provided investment banking and other services to us for customary compensation. The dealer managers, in the ordinary course of business, also make markets in our securities, which may include the Original Notes. As a result, from time to time, the dealer managers may own certain of our securities, including the Original Notes and the New Notes.

We have retained U.S. Bank National Association to act as the exchange agent in connection with the exchange offer. The exchange agent may contact holders of Original Notes by mail, telephone, facsimile transmission and personal interviews and may request brokers, dealers and other nominee existing holders to forward materials relating to the exchange offer to beneficial owners. The exchange agent will receive a fee for its services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against liabilities in connection with its services, including liabilities under the federal securities laws.

The exchange agent has not been retained to make solicitations or recommendations. The fees it receives will not be based on the principal amount of Original Notes tendered under the exchange offer.

We will not pay any fees or commissions to any broker, dealer or any other person for soliciting tenders of Original Notes under the exchange offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

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We will pay all transfer taxes, if any, applicable to the exchange of the outstanding Original Notes under the exchange offer, except as set forth under “— Transfer Taxes.”

Accounting Treatment

The New Notes will be recorded at the same gross carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer.

The liability and equity components of the New Notes will be separately accounted for to reflect our economic interest cost. The equity component will be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet and the value of the equity component will be treated as original issue discount for purposes of accounting for the debt component of the New Notes. We will record non- cash interest expense as a result of the accretion of the discounted carrying value of the notes up to their face amount over the term of the New Notes. Interest expense will include both the current period’s accretion of the debt discount and the New Note’s coupon interest.

The exchange fee we pay to note holders will increase our deferred financing costs and will be amortized over the term of the New Notes in accordance with generally accepted accounting principles. Fees paid to third parties will be expensed as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of outstanding Original Notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to the tendering holder.

Other Fees and Expenses

Tendering holders of Original Notes will not be required to pay any expenses of soliciting tenders in the exchange offer. However if a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions.

Legal Limitation

The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, or may be waived by us in whole or in part at any time and from time to time in our sole discretion (to the extent such condition is waivable by us). Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time, and from time to time.

In addition, we will not accept for exchange any Original Notes tendered, and no New Notes will be issued in exchange for any such Original Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indentures in respect of the New Notes under the Trust Indenture Act of 1939, as amended.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your decision on what action to take.

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DESCRIPTION OF THE NEW 4.00% NOTES

The New 4.00% Notes, which are referred to in this “Description of the New 4.00% Notes” section of this prospectus as the notes, will be issued under a supplemental indenture (the “New 4.00% Notes Supplemental Indenture”) among MasTec, Inc., as issuer, the guarantors and U.S. Bank National Association, as trustee, to the Indenture dated as of June 5, 2009 (the “Base Indenture” and together with the New 4.00% Notes Supplemental Indenture, the “Indenture”). The terms of the notes include those provided in the Indenture and those terms made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The description of the Base Indenture is incorporated herein by reference to the section entitled “Description of Debt Securities” contained on pages 11 through 25 of our registration statement on Form S-3ASR (File No. 333-158502), filed with the SEC on April 8, 2009. If the information contained in this prospectus is inconsistent with the information set forth on such pages, you should rely on the information contained in this prospectus.

The following description is only a summary of the material provisions of the notes and the Indenture. We urge you to read the Indenture in its entirety because it, and not this description, defines your rights as a holder of the notes. You may request copies of these documents as set forth under the caption “Where You Can Find More Information.”

When we refer to “MasTec, Inc.,” “MasTec,” “we,” “our” or “us” in this Description of the New 4.00% Notes, we refer only to MasTec, Inc. and not its subsidiaries.

Brief Description of the Notes

The notes will:

Subject to satisfaction of certain conditions and during the periods described below, the notes may be converted by you at an initial conversion rate of 63.4417 shares of our common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $15.76 per share. The conversion rate is subject to adjustment if certain events occur as described below.

Upon conversion of a note, we will satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described under “— Conversion Rights — Settlement Upon Conversion.” You will not receive any separate cash payment or additional shares representing interest, if any, accrued and unpaid to the conversion date except under the limited circumstances described below.

We currently intend to satisfy our conversion obligation by delivering a combination of cash and shares of our common stock, using $1,000 as the cash amount in the settlement calculation set forth under “—Settlement Upon Conversion.” However, prior to the expiration of our Credit Facility in May 2013, without the prior consent of the lenders thereunder, we may not pay more than $10.0 million in aggregate to settle such conversions. See “Risk Factors—Risks Related to the Exchange Offer and New Notes—We may be unable to repurchase the New Notes for cash when required by the holders, including following a fundamental change or upon conversion of the New Notes.”

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Neither we nor any of our subsidiaries will be subject to any financial covenants under the Indenture. In addition, neither we nor any of our subsidiaries will be restricted under the Indenture from paying dividends, incurring debt or issuing or repurchasing our securities. You are not afforded protection under the Indenture in the event of a highly leveraged transaction or a change in control of us, except to the extent described below under “ — Conversion Rights” and “ — Fundamental Change Put.”

No sinking fund is provided for the notes and the notes will not be subject to defeasance.

The notes initially will be issued in book-entry form only in denominations of $1,000 principal amount and whole multiples thereof. Beneficial interests in the notes will be shown on, and transfers of beneficial interests in the notes will be effected only through, records maintained by The Depository Trust Company, or DTC, or its nominee, and any such interests may not be exchanged for certificated notes except in limited circumstances. For information regarding conversion, registration of transfer and exchange of global notes held in DTC, see “—Form, Denomination and Registration—Global Notes, Book-Entry Form.”

If certificated notes are issued, you may present them for conversion, registration of transfer and exchange, without service charge, at our office or agency in New York City, which will initially be the office or agency of the trustee in New York City.

We do not intend to list the notes on any securities exchange or any automated dealer quotation system.

Guarantees

Payment of the principal of, premium, if any, and interest on the notes will be guaranteed, jointly and severally, on an unsecured unsubordinated basis by each of our subsidiaries that guarantee our 7.625% Senior Notes due 2017. In addition, each future wholly-owned domestic subsidiary that guarantees any unsecured indebtedness of MasTec will guarantee the payment of the principal of, premium, if any, and interest on the notes.

The obligations of each subsidiary guarantor under its note guarantee will be limited so as not to constitute a fraudulent conveyance under applicable federal or state laws. Each subsidiary guarantor that makes a payment or distribution under its note guarantee will be entitled to contribution from any other subsidiary guarantor or MasTec, as the case may be.

The note guarantee issued by any subsidiary guarantor will be automatically and unconditionally released and discharged upon (1) any sale, exchange or transfer to any person (other than an affiliate of MasTec) of (i) the capital stock of such subsidiary guarantor so that such subsidiary guarantor is no longer a subsidiary of MasTec or (ii) all or substantially all of the assets of such subsidiary guarantor, (2) the release or discharge of the guarantee which resulted in the creation of such note guarantee, except a discharge or release by or as a result of payment under such guarantee, or (3) the release or discharge of any and all guarantees of other unsecured indebtedness of MasTec provided by such subsidiary guarantor to the holders of other unsecured indebtedness (including any deemed release upon payment in full of all obligations under such other unsecured indebtedness); provided, however, to the extent that any subsidiary of MasTec provides a guarantee of any unsecured indebtedness of MasTec in the future, such subsidiary shall be required to guarantee the notes.

Additional Notes

We may, without the consent of the holders of the notes, increase the principal amount of the notes by issuing additional notes in the future on the same terms and conditions, except for any differences in the issue price and interest accrued prior to the issue date of the additional notes; provided that such differences do not cause the additional notes to constitute a different class of securities than the notes for U.S. federal income tax purposes; provided further, that the additional notes have the same CUSIP number as the notes offered hereby; and provided further, that the additional notes may have a different CUSIP number on a temporary basis if necessary to comply with applicable U.S. securities laws. The notes offered by this prospectus and any additional notes would rank equally and ratably and would be treated as a single class for all purposes under the Indenture. No additional notes may be issued if any event of default has occurred with respect to the notes and is continuing.

Payment at Maturity

On the maturity date, each holder will be entitled to receive on such date $1,000 in cash for each $1,000 in principal amount of notes, together with accrued and unpaid interest (including additional interest, if any) to, but not including, the maturity date. With respect to global notes, principal and interest (including additional interest, if any) will be paid to DTC in immediately available funds. With respect to any certificated notes, principal and interest (including additional interest, if any) will be payable at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.

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Interest

The notes will bear interest at a rate of 4.00% per year. Interest will accrue from the last interest payment date on which interest was paid on the Original 4.00% Notes or from the most recent date to which interest has been paid or duly provided for. We will pay interest (including additional interest, if any) semi-annually, in arrears on June 15 and December 15 of each year, commencing on June 15, 2011, to holders of record at 5:00 p.m., New York City time, on the preceding June 1 and December 1, respectively. However, there are two exceptions to the preceding sentence:

We will pay interest on:

Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If a payment date is not a business day, payment will be made on the next succeeding business day, and no additional interest will accrue thereon.

To the extent lawful, payments of principal or interest (including additional interest, if any) on the notes that are not made when due will accrue interest at the annual rate of 1% above the then applicable interest rate from the required payment date.

Conversion Rights

Before the close of business on the business day immediately preceding March 15, 2014, the notes will be convertible only upon satisfaction of one or more of the conditions described under the headings “—Conversion Upon Satisfaction of Sale Price Condition,” “—Conversion Upon Satisfaction of Trading Price Condition” and “—Conversion Upon Specified Corporate Events.” On or after March 15, 2014, holders may convert their notes at any time before the close of business on the business day immediately preceding the maturity date, irrespective of whether any of the foregoing conditions has been met. In all cases, the right to convert notes will expire at the close of business on the business day immediately preceding the maturity date. The initial conversion rate will be 63.4417 shares of common stock per $1,000 principal amount of notes (corresponding to an initial conversion price of approximately $15.76 per share). Upon conversion of notes, we will satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, all as set forth below under “—Settlement Upon Conversion.” If we satisfy our conversion obligation in solely cash or through the payment and delivery, as the case may be, of a combination of cash and shares of our common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as defined below) calculated on a proportionate basis for each trading day in a specified observation period (as defined below under “—Settlement Upon Conversion”). The trustee will initially act as the conversion agent.

The conversion rate and the corresponding conversion price in effect at any given time are referred to as the “applicable conversion rate” and the “applicable conversion price,” respectively, and will be subject to adjustment as described below. The applicable conversion price at any given time will be computed by dividing $1,000 by the applicable conversion rate at such time. A holder may convert all or any portion of such holder’s notes so long as such portion is an integral multiple of $1,000 in principal amount.

If a holder has delivered a purchase notice upon the occurrence of a fundamental change as described under “—Fundamental Change Put” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the notice in accordance with the Indenture.

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Upon conversion, the converting holder will not receive any separate cash payment or additional shares representing accrued and unpaid interest (excluding any additional interest), if any, except as described below. We will not issue fractional shares of our common stock upon conversion of notes. Instead, we will pay cash in lieu of fractional shares as described under “—Settlement Upon Conversion.” Our payment and delivery to a converting holder of the full amount of cash and the full number of shares of our common stock, if any, together with any cash payment for any fractional share, into which such holder’s note is convertible, or the trustee’s payment and delivery of such amounts on our behalf, will be deemed to satisfy in full our obligation to pay:

As a result, accrued and unpaid interest (excluding any additional interest), if any, to, but not including, the conversion date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of notes, accrued and unpaid interest (excluding any additional interest) will be deemed to be paid out of the consideration paid upon such conversion.

If you convert after the record date for an interest payment but prior to the corresponding interest payment date, you will receive on the corresponding interest payment date the interest (including additional interest, if any) accrued and unpaid on your notes, notwithstanding your conversion of those notes prior to the interest payment date, assuming you were the holder of record on the corresponding record date. However, except as provided in the next sentence, at the time you surrender your notes for conversion, you must pay us an amount equal to the interest (excluding any additional interest) that has accrued and will be paid on the notes being converted on the corresponding interest payment date. You are not required to make such payment:

Except as described under “—Conversion Rate Adjustments,” we will not make any payment or other adjustment for dividends on any common stock issued upon conversion of the notes.

Conversion Upon Satisfaction of Sale Price Condition

Before the close of business on the business day immediately preceding March 15, 2014, holders may surrender their notes for conversion during any calendar quarter commencing after March 31, 2011 (and only during such calendar quarter), if the last reported sale price of our common stock for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day.

The “last reported sale price” of our common stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices, or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which our common stock is traded. If our common stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” will be the average of the last quoted bid and ask prices per share for our common stock in the over-the-counter market on the relevant date as reported by the OTCBB, Pink OTC Markets Inc. or a similar organization. If our common stock is not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices per share of our common stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose. The last reported sale price will be determined without reference to after-hours or extended market trading.

Unless expressly stated to the contrary, “trading day” means a day on which (i) trading in our common stock generally occurs on The New York Stock Exchange or, if our common stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which our common stock is then listed or, if our common stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock is then traded, and (ii) a last reported sale price for our common stock is available on such securities exchange or market. If our common stock is not so listed or traded, “trading day” means a “business day.”

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Conversion Upon Satisfaction of Trading Price Condition

Before the close of business on the business day immediately preceding March 15, 2014, holders may surrender their notes for conversion during the five business day period after any five consecutive trading day period (we refer to this five trading day period as the “measurement period”) in which the “trading price” per $1,000 principal amount of notes, as determined following a request by a holder of notes in accordance with the procedures described below, for each trading day during that measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day. We refer to this condition as the “trading price condition.”

The “trading price” of the notes on any trading day means the average of the secondary market bid quotations obtained by the bid solicitation agent for $2.0 million principal amount of the notes at approximately 3:30 p.m., New York City time, on such trading day from three independent nationally recognized securities dealers selected by the bid solicitation agent; provided that, if three such bids cannot reasonably be obtained by the bid solicitation agent but two such bids are obtained, then the average of the two bids will be used, and if only one such bid can reasonably be obtained by the bid solicitation agent, then that one bid will be used. If the bid solicitation agent cannot reasonably obtain at least one bid for $2.0 million principal amount of the notes from a nationally recognized securities dealer on any trading day, then the trading price per $1,000 principal amount of notes will be deemed to be less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on that trading day. If (x) we are not acting as bid solicitation agent, and we do not, when required to do so, instruct the bid solicitation agent to obtain bids when required, or if we give such instruction to the bid solicitation agent, and the bid solicitation agent fails to make such determination, or (y) we are acting as bid solicitation agent and we fail to make such determination, then, in either case, the trading price per $1,000 principal amount of the notes will be deemed to be less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each trading day such failure continues.

The bid solicitation agent (if other than us) will have no obligation to determine the trading price per $1,000 principal amount of the notes unless we have requested such determination. We will have no obligation to make such request (or, if we are acting as bid solicitation agent, we will have no obligation to determine the trading price) unless a holder of a note provides us with reasonable evidence that the trading price per $1,000 principal amount of notes would be less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate. At such time, we will instruct the bid solicitation agent (if other than us) to determine, or if we are acting as bid solicitation agent, we will determine, the trading price in the manner described above beginning on the next trading day following the receipt of such evidence and on each successive trading day until the trading price per $1,000 principal amount of notes is greater than or equal to 98% of the product of the last reported sale price of our common stock and the applicable conversion rate. If the trading price condition has been met, we will so notify the holders, the conversion agent (if other than the trustee) and the trustee within one business day. If, at any time after the trading price condition has been met, the trading price per $1,000 principal amount of notes is equal to or greater than 98% of the product of the last reported sale price of our common stock and the conversion rate for such date, we will so notify the holders, the conversion agent (if other than the trustee) and the trustee within one business day.

We will initially act as the bid solicitation agent.

Conversion Upon Specified Corporate Events

Certain Distributions

If, before the close of business on the business day immediately preceding March 15, 2014, we elect to:

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then, in either case, we must notify the holders of the notes at least 45 scheduled trading days before the ex-dividend date for such issuance or distribution. Once we have given such notice, holders may surrender their notes for conversion at any time until the earlier of (x) 5:00 p.m., New York City time, on the business day immediately preceding the ex-dividend date and (y) the time we announce that such distribution will not take place.

Holders of the notes may not exercise this conversion right if each holder will have the right to participate (as a result of holding the notes, and at the same time and on the same terms as common stock holders participate) in any of the transactions described above as if such holder of the notes held a number of shares of our common stock equal to (i) the applicable conversion rate, multiplied by (ii) (x) the principal amount of notes held by such holder divided by (y) $1,000, without having to convert its notes.

Certain Corporate Events

If, before the close of business on the business day immediately preceding March 15, 2014:

then, in either case, the notes may be surrendered for conversion at any time from or after the date that is 45 scheduled trading days before the initial anticipated effective date of the transaction (or, if we do not have knowledge of such transaction on or before such date, the business day after we are required to give notice of such transaction) until 35 trading days after the actual effective date of such transaction or, if such transaction also constitutes a fundamental change, until the related fundamental change repurchase date (as described under “—Fundamental Change Put”). We will notify holders, the conversion agent (if other than the trustee) and the trustee:

Conversions On or After March 15, 2014

On or after March 15, 2014, holders may surrender their notes for conversion at any time before the close of business on the business day immediately preceding the maturity date, regardless of whether any of the foregoing conditions has been met.

Conversion Procedures

Procedures to be Followed by a Holder

If you hold a beneficial interest in a global note, to convert you must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program and, if required, pay funds equal to interest (excluding any additional interest) payable on the next interest payment date to which you are not entitled and, if required, pay all taxes or duties, if any.

If you hold a certificated note, to convert you must:

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The conversion date will be the date on which you have satisfied all of the foregoing requirements.

You will not be required to pay any taxes or duties relating to the issuance or delivery of our common stock, if any, if you exercise your conversion rights, but you will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the common stock, if any, in a name other than your own. Certificates representing common stock, if any, will be issued and delivered only after all applicable taxes and duties, if any, payable by you have been paid in full.

If a holder has delivered a purchase notice as described under “—Fundamental Change Put” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the purchase notice in accordance with the Indenture. If a holder submits its notes for required purchase, the holder’s right to withdraw the purchase notice and convert the notes that are subject to required purchase will terminate at the close of business on the business day immediately preceding the relevant fundamental change purchase date.

Settlement Upon Conversion

Upon conversion, we may choose to pay or deliver, as the case may be, either cash, which we refer to as cash settlement, shares of our common stock, which we refer to as physical settlement, or a combination of cash and shares of our common stock, which we refer to as combination settlement, as described below. We refer to each of these settlement methods as a “settlement method.”

All conversions occurring on or after March 15, 2014 will be settled using the same settlement method. Prior to March 15, 2014, we will use the same settlement method for all conversions occurring on the same conversion date, but we will not have any obligation to use the same settlement method with respect to conversions that occur on different trading days. That is, we may choose on one trading day to settle conversions in physical settlement, and choose on another trading day cash settlement or combination settlement. If we elect a settlement method, we will inform holders so converting through the trustee of such settlement method we have selected no later than the close of business on the trading day immediately following the related conversion date (or, in the case of any conversions occurring on or after March 15, 2014, no later than March 15, 2014). If we do not timely elect a settlement method, we will no longer have the right to elect cash settlement or physical settlement and we will be deemed to have elected combination settlement in respect of our conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of convertible note will be deemed to be $1,000. If we elect combination settlement, but we do not timely notify converting holders of the specified dollar amount per $1,000 principal amount of notes, such specified dollar amount will be deemed to be $1,000.

Settlement amounts will be computed as follows:

The “daily settlement amount,” for each of the trading days during the applicable observation period, shall consist of:

The “daily conversion value” means, for each of the trading days during the applicable observation period, the quotient of (A) the product of (1) the conversion rate in effect on such trading day and (2) the daily VWAP on such trading day divided by (B) the number of trading days in the applicable observation period.

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The “daily VWAP” means, for each of the trading days during the applicable observation period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “MTZ.N<equity> AQR” (or its equivalent successor, if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of our common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The “daily VWAP” will be determined without regard to after hours trading or any other trading outside of the regular trading session’s trading hours.

The “observation period” with respect to any note surrendered for conversion means:

For the purpose of determining amounts due upon conversion only, “trading day” means a day on which (i) trading in our common stock generally occurs on The New York Stock Exchange or, if our common stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which our common stock is then listed or, if our common stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock is then listed or admitted for trading and (ii) there is no market disruption event (as defined below). If our common stock is not so listed or admitted for trading, “trading day” means a “business day.”

“Scheduled trading day” means a day that is scheduled to be a trading day on the principal U.S. national or regional securities exchange or market on which our common stock is listed or admitted for trading. If our common stock is not so listed or admitted for trading, “scheduled trading day” means a “business day.”

“Market disruption event” means (i) a failure by the principal U.S. national or regional securities exchange or market on which our common stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence, before 1:00 p.m., New York City time, on any scheduled trading day for our common stock, for a period of more than one half-hour in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in our common stock or in any options contracts or future contracts relating to our common stock.

Except as described below under “—Change in the Conversion Rights upon Certain Reclassifications, Business Combinations, Asset Sales and Corporate Events,” we will pay or deliver, as the case may be, the consideration due in respect of a conversion on the third business day immediately following the relevant conversion date, if we elect physical settlement, or on the third business day immediately following the last trading day of the applicable observation period in the case of any other settlement method.

We will deliver cash in lieu of any fractional share of common stock issuable upon conversion based on the daily VWAP of the common stock on the relevant conversion date (in the case of physical settlement) or based on the daily VWAP on the last trading day of the applicable observation period (in the case of combination settlement).

Each conversion will be deemed to have been effected as to any notes surrendered for conversion on the relevant conversion date; provided, however, that the person in whose name any shares of our common stock will be issuable upon such conversion will become the holder of record of such shares as of the close of business on the conversion date (in the case of physical settlement) or the last trading day of the applicable observation period (in the case of combination settlement).

Conversion Rate Adjustments

We will adjust the conversion rate for the following events:

(1) If we issue shares of our common stock as a dividend or distribution on shares of our common stock, or if we effect a share split or share combination, the conversion rate will be adjusted based on the following formula:

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where,

(2) If we distribute to all or substantially all holders of our common stock any rights or warrants (other than rights issued pursuant to a shareholders’ right plan) entitling them for a period of not more than 45 days from the issuance date for such distribution to subscribe for or purchase shares of our common stock, at a price per share less than the last reported sale price of our common stock on the trading day immediately preceding the declaration date of such distribution, the conversion rate will be increased based on the following formula; provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration:

where,

(3) If we distribute shares of our capital stock, evidences of our indebtedness or other of our assets or property to all or substantially all holders of our common stock, excluding:

then the conversion rate will be increased based on the following formula:

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where,

With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our common stock in shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit of ours that are listed on a national or regional securities exchange, which is referred to in this prospectus as a “spin-off,” the conversion rate will be increased based on the following formula:

where,

Any adjustment to the conversion rate under the preceding paragraph of this clause (3) will be made immediately after the open of business on the day after the last day of the valuation period, but will be given effect as of the open of business on the record date for the spin-off. Because we will make the adjustment to the conversion rate at the end of the valuation period with retroactive effect, we will delay the settlement of any notes where the final day of the related observation period occurs during the valuation period. In such event, we will deliver shares of our common stock (based on the adjusted conversion rate as described above) on the third business day immediately following the last day of the valuation period.

(4) If we pay any cash dividends or distributions paid exclusively in cash to all or substantially all holders of our common stock (other than dividends or distributions made in connection with our liquidation, dissolution or winding-up or upon a merger, consolidation or sale, lease, transfer, conveyance or other disposition resulting in a change in the conversion consideration as described under “—Change in the Conversion Rights upon Certain Reclassifications, Business Combinations, Asset Sales and Corporate Events”), the conversion rate will be increased based on the following formula:

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where,

(5) If we or any of our subsidiaries makes a payment in respect of a tender offer or exchange offer for our common stock, to the extent that the cash and value of any other consideration included in the payment per share of our common stock exceeds the last reported sale price of our common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the conversion rate will be increased based on the following formula:

where,

Any adjustment to the conversion rate under this clause (5) will be made immediately prior to the open of business on the day following the last day of the averaging period, but will be given effect as of the open of business on the trading day next succeeding the date such tender offer or exchange offer expires. Because we will make the adjustment to the conversion rate at the end of the averaging period with retroactive effect, we will delay the settlement of any notes where the final day of the related observation period occurs during the averaging period. In such event, we will deliver shares of our common stock, if any, (based on the adjusted conversion rate as described above) on the third business day immediately following the last day of the averaging period.

To the extent that any future shareholders’ rights plan adopted by us is in effect upon conversion of the notes into common stock, you will receive, in addition to the common stock, the rights under the applicable rights agreement unless the rights have separated from our common stock at the time of conversion of the notes, in which case, the conversion rate will be adjusted as if we distributed to all holders of our common stock shares of our capital stock, evidences of indebtedness or assets as described above in clause (3), subject to readjustment in the event of the expiration, termination or redemption of such rights.

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We will not make any adjustment if holders may participate in the transaction or in certain other cases. Except with respect to a spin-off, in cases where the fair market value of assets, debt securities or certain rights, warrants or options to purchase our securities, applicable to one share of common stock, distributed to shareholders:

rather than being entitled to an adjustment in the conversion price, the holder of notes will be entitled to receive upon conversion, in addition to the shares of common stock, the kind and amount of assets, debt securities or rights, warrants or options comprising the distribution that such holder would have received if such holder had converted such notes immediately prior to the record date for determining the shareholders entitled to receive the distribution.

Except as stated above, we will not adjust the conversion rate for the issuance of our common stock or any securities convertible into or exchangeable for our common stock or carrying the right to purchase any of the foregoing.

As used in this section, “ex-dividend date” means the first date upon which a sale of our common stock does not automatically transfer the right to receive the relevant dividend from the seller of the common stock to its buyer.

If a taxable distribution to holders of our common stock or other transaction occurs that results in any adjustment of the conversion rate (including an adjustment at our option), you may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal income tax as a dividend. In certain other circumstances, the absence of an adjustment may result in a taxable dividend to the holders of our common stock. See “Material U.S. Federal Income Tax Considerations.”

We will not be required to make an adjustment in the conversion rate unless the adjustment would require a change of at least 1% in the conversion rate. However, we will carry forward any adjustment that is less than 1% of the conversion rate, take such carried-forward adjustments into account in any subsequent adjustment, and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the notes and otherwise (b)(1) five business days prior to the first day of the conversion period related to the maturity of the notes (whether at stated maturity or otherwise) or (2) prior to any repurchase date, unless such adjustment has already been made.

If we adjust the conversion rate pursuant to the above provisions, we will issue a press release containing the relevant information and make this information available on our website or through another public medium as we may use at that time.

Change in the Conversion Rights upon Certain Reclassifications, Business Combinations, Asset Sales and Corporate Events

If we:

and in either case holders of our common stock receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their common stock, then from and after the effective date of such transaction, the right to convert each $1,000 principal amount of notes will, without the consent of any holders of the notes, upon the occurrence of any conversion triggering event and during the periods described in the description of such triggering event, be changed into the right to convert such principal amount of notes into the kind and amount of shares of stock, other securities or other properties or assets (including cash or any combination thereof) that a holder of a number of shares of common stock equal to the conversion rate immediately before the effective date of such transaction would have owned or been entitled to receive in such reclassification,

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change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “reference property”). However, at and after the effective time of the transaction, (i) we will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of notes, as set forth under “—Settlement Upon Conversion,” and (ii)(x) any amount payable in cash upon conversion of notes as set forth under “—Settlement Upon Conversion” will continue to be payable in cash, (y) any shares of our common stock that we would have been required to deliver upon conversion of the notes as set forth under “—Settlement Upon Conversion” will instead be deliverable in the amount and type of reference property that a holder of that number of shares of our common stock would have received in such transaction and (z) the daily VWAP will be calculated based on the value of a unit of reference property that a holder of one share of our common stock would have received in such transaction. If the transaction causes our common stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the reference property into which the notes will become convertible will be deemed to be the weighted average of the kinds and amounts of consideration received by the holders of our common stock that affirmatively make such an election. We may not become a party to any such transaction unless its terms are consistent with the foregoing in all material respects.

If the reference property in a transaction described above consists solely of cash, then for all conversions that occur after the effective date of such transaction (i) the consideration due upon such conversion will consist of cash in an amount, per $1,000 principal amount of such note, equal to the product of (A) the amount of cash paid per share of our common stock pursuant to such transaction and (B) the applicable conversion rate on the conversion date for such conversion; and (ii) we will pay such consideration on the third business day after such conversion date.

Adjustment of Prices

Whenever any provision of the Indenture requires us to calculate the last reported sale prices, the daily VWAPs, the daily conversion values or the daily settlement amounts over a span of multiple days (including an observation period and the period used to determine the “stock price” for purposes of a non-stock change of control), our board of directors or a committee thereof will make appropriate adjustments to each to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the ex-dividend date of the event occurs, at any time during the relevant period.

Adjustment to Conversion Rate Upon a Non-Stock Change of Control

If and only to the extent you elect to convert your notes in connection with a transaction described under clause (1) or clause (4) under the definition of a fundamental change described below under “—Fundamental Change Put” pursuant to which 10% or more of the consideration for our common stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such fundamental change transaction consists of cash or securities (or other property) that are not shares of common stock traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange, which we refer to as a “non-stock change of control,” we will increase the conversion rate as described below. The number of additional shares by which the conversion is increased (the “additional shares”) will be determined by reference to the table below, based on the date on which the non-stock change of control becomes effective (the “effective date”) and the price (the “stock price”) paid per share for our common stock in such non-stock change of control. If holders of our common stock receive only cash in such transaction, the price paid per share will be the cash amount paid per share. Otherwise, the price paid per share will be the average of the last reported sale prices of our common stock on the five trading days prior to but not including the effective date of such non-stock change of control. We will notify you of the anticipated effective date of any fundamental change at least 20 calendar days prior to such date.

A conversion of the notes by a holder will be deemed for these purposes to be “in connection with” a non-stock change of control if the conversion notice is received by the conversion agent following the effective date of the non-stock change of control but before the close of business on the business day immediately preceding the related repurchase date (as specified in the repurchase notice described under “—Fundamental Change Put”).

The number of additional shares will be adjusted in the same manner as and as of any date on which the conversion rate of the notes is adjusted as described above under “—Conversion Rate Adjustments.” The stock prices set forth in the first row of the table below (i.e., the column headers) will be simultaneously adjusted to equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment and the denominator of which is the conversion rate as so adjusted.

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The following table sets forth the number of additional shares by which the conversion rate shall be increased: