`Please stand by. We're about to begin. Good day, everyone. Welcome to MasTec's Infrastructure and Energy Alternatives Acquisition conference call, initially broadcast today on Monday, July 25, 2022. Let me remind participants that today's call is being recorded. I'd now like to turn the call over to Mr. J. Marc Lewis, MasTec's Vice President of Investor Relations. Please go ahead, sir.
Thanks, Alan. Good morning, everyone, and welcome to the MasTec IEA Acquisition call. The following statement is made pursuant to the safe harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. In these communications, we may make certain statements that are forward-looking, such as statements regarding MasTec's future results, plans, and anticipated trends in the industries where we operate. These forward-looking statements are the company's expectations on the day of initial broadcast of this conference call, and the company does not undertake to update these expectations based on subsequent events or knowledge. Various risks, uncertainties, and assumptions are detailed in today's press release, the accompanying slide presentation, and our filings with the SEC.
Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may differ significantly from results expressed or implied in these communications. We may refer to a slide presentation in today's prepared remarks, which will be available through the webcast and also available for download in the Events and Presentations area of the Investors section at MasTec's website at mastec.com. It's a great transaction for both of our companies and for their shareholders, so let's get right into the details. With us today, we have CEO José Mas and CFO George Pita. I'd now like to turn the call over to Jose for his commentary on the transaction. Jose?
Thanks, Mark. Good morning, and thank you for joining us today. This morning, MasTec is proud to announce that it has entered into a definitive agreement to acquire Infrastructure and Energy Alternatives, Inc. IEA is a publicly traded company that specializes in infrastructure construction with a focus on both renewable energy and civil infrastructure. Since its founding in 2011, IEA has been a leading contractor in the transition of our country's energy generation profile. As an early entrant in the wind industry, coupled with its significant growth in solar over the last few years, IEA will enhance MasTec's service offerings as we continue to grow our ability to better serve our customers in our country's energy transformation.
I would like to take this opportunity to let the IEA family know how excited we are about this transaction and the shared cultural similarities that I believe make this a great combination to help serve an industry that is undergoing significant growth. I'd like to highlight six key points that I believe make this an excellent strategic fit for MasTec. First, it continues to grow our presence in the energy market and enhances our ESG profile in what we believe is an ongoing early transformation related to both power generation and delivery as the country transitions to a carbon neutral economy. Second, IEA's roots are those of a union renewable contractor. This transaction expands our renewable business into union markets. MasTec has been an exclusively non-union renewables construction company.
More importantly, it allows us to cross-sell complementary services to these same customers with the investments we made last year in growing our union transmission and distribution presence through the acquisitions of both INTREN and Henkels & McCoy. Third, IEA would add nearly 6,000 team members in a market where skilled labor to serve a growing market is so scarce. In a challenging procurement and labor market, this added scale gives us the ability to more efficiently service our customers with consistency. IEA is led by an excellent management team with deep generational roots in the business and a strong family-type culture with an emphasis on safety. Our cultures are similar and complementary. We believe with MasTec's support, there are great opportunities for future growth and margin improvement.
Fifth, IEA civil in- and infrastructure business combined with MasTec's civil and infrastructure business creates an improved competitor of size and added scale in yet another market that's undergoing strong growth with the benefit of investments from the infrastructure bill. Finally, we believe the transaction is an effective use of capital and attractive multiple and will be immediately accretive even without accounting for synergies. As with most MasTec deals, we've been intrigued with the potential of IEA for a long time. For nearly a year, JP Roehm, IEA's CEO, and I have been discussing the possibility of this transaction. I have long admired their reputation in the market and the loyalty of their people. Today, IEA generates roughly $2.5 billion in revenue, comprised of about $1.7 billion in renewables and $800 million in civil.
Within their renewables, in addition to their wind and solar business, we're excited about their maintenance services business. Organically started in 2020, IEA has built a leading renewable maintenance services business that focuses on blade and tower repairs, maintenance, and repowering. While more recurring in nature, we believe demand for these services will grow rapidly as the industry matures and many of the initial OEM warranty periods expire on wind farms. As it relates to their civil business, about 75% is transportation related, and the balance is environmental remediation, primarily for coal ash removal.
IEA EBITDA guidance for this year is approximately $140 million-$150 million, and our expectation is EBITDA in 2023 will be between $160 million-$170 million, exclusive of any potential revenue or cost synergies, resulting in approximately a 6.5x purchase price multiple on their standalone 2023 EBITDA. We believe the combination significantly expands our clean energy and infrastructure segment service capabilities. Based on the significant demand for our services in the renewable market, this combination allows us to provide our customers with more cost-effective solutions at scale. While we believe this transaction makes a great deal of sense for MasTec, we also recognize that we made a number of large acquisitions in 2021.
We carefully considered our bandwidth and our ability to ultimately integrate and properly support IEA. It's important to note that both INTREN, which we acquired in May of 2001, and Henkels & McCoy, that we acquired at year-end 2021, are both performing above expectations. Also, we're impressed with IEA's management team, and we have a lot of confidence in their ability to continue to grow and improve their business. We believe the renewable industry has been negatively impacted in 2022 with the recent solar circumvention investigation, which has now been mitigated, and are confident that both IEA and MasTec have the potential for margin improvements in 2023.
Under the terms of our agreement, IEA shareholders will receive $14 a share, comprised of $10.50 per share in cash and $3.50 per share in MasTec shares, or approximately 2.8 million MasTec shares. The acquisition is expected to close during the fourth quarter of 2022, and we expect debt levels for IEA to be about $275 million at closing. We expect MasTec's net debt leverage ratio to be just under 3x at closing, and we expect to delever during 2023 back to levels approaching 2x, with further reductions to below 2x during 2024.
While not providing guidance for 2023, in our slide deck today, we provided an early outlook of what our business should look like with the addition of IEA in 2023, with revenues of approximately $13 billion and a blended margin rate of about approximately 9% EBITDA. We also believe the potential for strong revenue growth and margin expansion will continue, and our slide deck includes a path to exceed $15 billion of revenue at a double-digit EBITDA margin rate. In addition, in anticipation of our earnings call at the end of next week, we wanted to give an update on what we are seeing in our business.
While we expect second quarter 2022 to be in line, we are experiencing higher level of cost for the balance of the year with limited ability to mitigate or generally pass on increases to our customers. We have many contracts that allow for an annual escalator, but customers have been unwilling to allow escalations outside of annual adjustments. As an example, MasTec expects to use approximately 15 million gallons of fuel a quarter, and our average current costs are about $1.50 a gallon greater than they were at the end of the first quarter. In addition to fuel, labor increases along with supply chain costs and some project inefficiencies have put pressure on second half 2022 margins.
For the second half of 2022, we are expecting non-oil and gas margins of 9.5%-10%, a 250 basis point improvement over the first half of 2022, but roughly a 130 basis point reduction from prior expectations, with revenues in line or potentially slightly better than expectations. These changes imply second half of the year EBITDA margins of 11.5%-12% in communications, 10%-10.5% in power delivery, and 6%-6.5% in clean energy and infrastructure. With respect to our oil and gas business, we are experiencing both revenue and margin pressure in the second half of 2022.
We expected to be able to offset some of the revenue associated with the push out of the MVP project, but current bids and activity all impact 2023 and not 2022. We expect oil and gas second half of 2022 revenues to be down about 15% versus analyst estimates and cost pressures have impacted our margin profile, and we now expect second half oil and gas margins of approximately 13% versus roughly 17.5% in analyst estimates. On a positive note, future pipeline activity continues to accelerate, and we're happy to report that post-quarter end, we have signed our largest pipeline contract award in over three years. We expect further awards leading up to 2023, and we're more optimistic about our pipeline group's long-term potential.
While we look forward to going into a lot more detail on our earnings call, I just wanted to remind everyone that our new EBITDA guidance of $750 million for 2022 is a reduction from last year of about $180 million. This expected reduction year-over-year is driven by a year-over-year EBITDA reduction in our oil and gas business of $375 million, offset by a significant improvement in our non-oil and gas businesses. With that said, we expected to do better in 2022. While disappointed with our performance, I'm convinced that we've made the right strategic decisions for long-term success. We believe this transaction helps us achieve that.
MasTec is exposed to a number of high-growth end markets, and IEA expands those opportunities and increases our presence in the solar industry, an industry that is experiencing unprecedented growth that we expect will actually accelerate. To recap, today is an exciting day for MasTec and its team members. This highly complementary transaction adds significant scale and capacity to our infrastructure business, enhances our cross-selling opportunities to their customer base. Coupled with our communications and power delivery, positions MasTec to take advantage of many opportunities afforded to us. Again, I'd like to thank JP and his team for their efforts, along with the IEA board in getting this deal signed. I also look forward to welcoming JP, his management team, and the entire IEA family.
We hope they will find a home where they can continue to be challenged, inspired, motivated, and rewarded as they continue to lead the industry and provide value to our customers. This concludes our prepared remarks. I'd now like to turn the call over to the operator for Q&A.
Thank you, sir. If you'd like to ask a question, please signal at this time by pressing star one on your telephone keypad. If you're using a speakerphone, please make sure that your mute function is turned off to allow your signal to reach our equipment. We ask that you please limit yourselves to one question with one follow-up question. If you'd like to ask additional questions, please just re-queue by pressing star one again. Once again, everyone, that is star one if you'd like to be placed in the queue to ask a question. We'll take our first question from Andy Kaplowitz with Citi.
Good morning, Jose. Congrats.
Thank you, Andy. Good morning.
Just in terms of your assumptions for next year for IEA, given the renewables market has obviously been, you know, pretty volatile lately, can you give us more color into what you're thinking or what's behind the $45-$50 million projected adjusted net income for 2023? And can you give us any more detail on the $10 million of synergies on $2.4 billion? That seems like a relatively low number. Is that just conservative?
Andy, look, we've obviously had a tough 2022 as it relates to guidance, and we're really I think for a lot of years we took a lot of pride in being able to beat and raise guidance. I think as we've looked at 2023 in these slides, we're taking a very conservative estimate. We've assumed you know a low level of growth for IEA. We've assumed margins that don't significantly improve. And quite frankly, both for IEA and MasTec, as we look at the opportunities that exist out there, we think that's a conservative view. IEA is sitting on a tremendous amount of backlog. I think their backlog growth during the year has been really impressive.
I think they have a really good path and a very visible path as to how they achieve their own internal 2023 targets. I think that the growth that we're seeing in solar is unprecedented. I think that, you know, we're seeing a lot of uptick in wind again, relative to what we saw in 2022, at least as it relates to us. I think when you think about synergies, you know, all we've done is really try to take into account the public company cost synergies that we know will be easily eliminated without making a lot of real assumptions around real operational or revenue synergies.
That's helpful. Then maybe just a little more color into the timing of the transaction. I know you said, José, that Henkels & McCoy and INTREN are performing above expectations, but obviously, given all the crosscurrents out there and you're still integrating the two acquisitions, you know, talk about management's ability to handle, you know, everything. Why shouldn't we think that, you know, a lot of the 2022 noise could carry over into 2023?
Look, Andy, it's a good question. You know, we spent a lot of time thinking about that. We, you know, we obviously have the benefit of seeing what's happening across all of our segments on a customer-by-customer basis. The level of demand that we're seeing across our business today is somewhat surprising. You know, we keep talking about a recession, and the reality is I'm not generally worried about a recession because the demand for our services is so high. The reality is the challenge that we're having is procuring those services and meeting those services within the cost structures that we currently have in place and the pressure that we're seeing on those.
You know, quite frankly, some inflationary pressure for our business today is actually good because we need some of these things to soften to allow us to better serve our customers and meet the demands that they have. You know, as we release earnings in the next week and we talk about, you know, the balance of 2023, revenue growth, you know, outside of oil and gas is really strong. We expected it to be strong. We expected to have a lot of growth. I think we're seeing that. The challenge that we're doing is in meeting that growth and executing on that growth. The cost pressures that we're seeing are impacting us, right? Again, we're improving margins. Margins are increasing in the second half of the year.
It is taking an impact. We're not improving as much as we originally anticipated.
Appreciate the color. Thanks again.
Thanks, Andy.
All right, next question will come from the line of Steven Fisher with UBS.
Thanks. Good morning, guys. Just wanted to maybe start off on the additional costs and guidance for this year. Just trying to assess what you're assuming for the breakdown of that $113 million or so of additional costs. It sounds like you're talking about 30 million gallons of fuel consumed. I'm just curious how much extra cost there is per gallon embedded there. What are the other extra buckets of costs that you have in there? Are you assuming that there's really no way to kind of recapture any of that later this year? You know, could there maybe still be some potential for some upside in that second half?
Steven, when you look at our business, then you split it, right? If you take the reduction, and let's just use $100 million for argument's sake for easy math, about half of that is coming from a reduction in earnings in our oil and gas business in the second half of the year, right? You know, obviously there's some cost pressures associated with the work that we're doing, which is resulting in a slightly lower margin, but part of that as well is, you know, the fact that, you know, MVP has been pushed out, although we took that revenue out last quarter, you know, we were expecting to get some other jobs that could absorb some of the overhead in that business, and that hasn't come to fruition, right?
We're holding a higher level of overhead absorption than we probably expected in the second half. I think revenues are gonna come in lower than we expected in the second half as well. About half of the issue that we see today as we think about what we're reguiding is coming from that side of the business. When you look at the rest of the business, right, we're seeing about 130 basis points issue from where we expect it to be. If you take fuel, right, at $1.50 at those 15 gallons, it's roughly a $45 million issue. Some of that is in oil and gas, so this isn't it. It's not in addition to. But the same. It's not just fuel, right?
Fuel is the easy one because we all live it, we all see it, but we've seen labor increase. You know, we've seen, obviously the supply chain and material cost pressures increase, and, you know, we're in the middle of a lot of contracts. We'll get escalators. We're repricing everything into our new bids. Our new bids are coming in higher than what we previously had. As we work this through, you know, until we can get that passed on to customers or it alleviates, it's impacting our margins.
Got it. Just maybe on IEA, I understand why it's important to have a union and non-union business in pipelines. Can you just explain a little bit why that's important in renewables as well, if it's the same reason? They have a range of unique businesses. I guess, to what extent do you see all of these as areas you wanna invest in to expand their potential?
Sure. I think IEA has done a wonderful job of growing their business. If you go back, you know, all the way, even if you start looking from 2019 on, they're averaging over 20% organic growth a year, which is, you know, quite remarkable at their scale. I think that with that said, you know, we're really in the early innings of solar, and I think their solar business has grown tremendously. I think they've got incredible opportunities, as does MasTec, right? Again, I think combining these businesses, when you look at, you know, what we're able to pick up in capacity relative to labor, what we're seeing from our customers, you know, quite frankly, our customers are looking to procure jobs at scale.
They're looking to put out really big jobs, and they're looking for contractors that can execute them. I think combined, we offer our customers a real option and a real choice relative to that. I think that's really important. A big chunk of this industry has been in the union environment. You know, unfortunately, it's one that we haven't been able to break into organically, so I think it adds a tremendous amount to our clean energy and infrastructure business as it relates to renewables. I do think it's important. I think it's very similar than in the pipeline area, where you have geographies where being union is important and you're not gonna get the jobs unless you are, and this gives us access to that, right?
You know, when we look at the value that we're paying, we can make an argument that, you know, their renewables business by itself was worth the purchase price that we're paying. On top of that, we're getting a really healthy civil and infrastructure business that complements our civil and infrastructure business well. We're very bullish on that. That business has done very well for us. Again, we'll talk about that on our earnings call. I think when you combine that, we see a lot of opportunities in that market. We're, you know, we're excited about the entire business. We're excited about the entire portfolio. Again, we felt, you know, we got good value in an industry that we think is gonna have tremendous upside.
Sounds good. Best of luck.
Thanks, Steve.
Next, we'll go to Jamie Cook with Credit Suisse.
Hi, good morning, and congratulations. I guess my first question is, you know, José, I understand you're only assuming about $10 million in cost synergies. Can you just sort of talk about, if we dream the dream, you know, the opportunity for revenue synergies across your business and IEA's? I guess my second question, I'm just sort of, you know, interested in both your and IEA's thoughts on the timing, you know, of this transaction with multiples under pressure, concerns about recession, you know, why is now the right time? Thanks.
Sure. Again, I think we took a very conservative view in 2023 as we've laid it out. You know, when we look at our book of business and we look at their book of business as it relates to renewables, we think the revenue growth opportunity is tremendous, you know, much more than what we've laid it out. Obviously, over time as we get to really work on integrating the opportunities in this business, I think there's gonna be an enormous amount of potential. I don't necessarily think it's by cutting costs. I think it's about significantly growing with the existing resource base that both companies have, which I think is a very positive end result.
When we talk about why now, look, I think, you know, we're obviously aware of everything that's happening. You know, we're, you know, interest rates are going up, a lot of talk about a recession, but the truth is, not in our business. The reality is our customers have a tremendous amount of demand for our services. They are having issues finding reliable contractors that can complete their jobs. I think this gives us a tremendous opportunity to add scale to a business in an industry that desperately needs it.
I guess one more, José. Just on the understanding IEA has good backlog, I think it was $2.9 billion. To what degree have you scrubbed that, and are they seeing the same sort of inflationary pressures that you are that could be a risk to 2023?
Yeah, it's a good question, and I think, you know, they, you know, to their credit, I think they looked at it really hard in the first quarter. They made a lot of adjustments to their own numbers in Q1. They scrubbed every one of their projects based on what they were seeing in cost at the time, they probably did that better than we did. We feel good about the balance of 2022 and the projects that they're working on. When we look at 2023 in their business, I think, you know, they've been able to pass on a lot of the increases to the new jobs that they expect to be doing in 2023. We feel really comfortable not only about their 2023 numbers, but quite frankly, the second half of 2022.
Thank you. Congrats.
Thanks, Jamie.
All right. The next question will come from the line of Noelle Dilts with Stifel.
Hi, guys. Congrats to you all and to JP, Pete, and team. I was hoping you could expand a little bit on just on the clean energy business in terms of, you know, you brought down margins there, I think from the high-5% to low-6% range, now lower single digits. You know, how much of that is sort of maybe startup project challenges versus or fuel versus, you know, some of the disruption in the market associated with the tariffs and overall, you know, solar panel availability? Could you just give us a sense of, you know, how to sort of think about the elements there? Thanks.
Sure. No, I think we're gonna get into a lot of detail on that on our earnings call next week.
Okay.
About the business, we have to segment it, right? You know, we've obviously have a number of different businesses within our clean energy piece. The renewables business is actually performing, you know, better in 2022 and not far from where we thought it would be. We've had some challenges in some of the other businesses that we'll talk about. I think, again, we gotta get into the granularity of it, which we will next week. I think overall, we feel really comfortable with where the renewable business is headed, with the opportunities that exist there, and with the opportunity to improve margins over time.
Okay. Just, you know, given IEA's focus, how are you thinking about the wind and solar dynamic into 2023? Do you think, you know, are you still thinking wind is going to rebound, solar moderate, or do you think you could see continued growth? Just kind of curious how both you and IEA are thinking about that looking into next year.
I think in both, and more so in solar than in wind, we're seeing an unbelievable amount of opportunities for 2023. Our business is gonna be way up next year, just based on what we've already won and what we've been committed to, right? Not that everything's signed, but we feel really good that we're gonna see a significant increase in 2023 in our renewables business. I think if you'd ask IEA, they'd feel exactly the same way. I think, you know, their backlog is trending in a really positive direction. You know, they'll release their backlog numbers here in the not too distant future. As we put the numbers out for 2023, I think we've been more cautious than that.
Again, you know, to be as conservative as we can, but I think the opportunity to beat that is gonna be quite high.
Okay. Thank you.
Thanks, Noelle.
All right, next question will come from the line of Marc Bianchi with Cowen.
Hey, thanks. Maybe first question on the deleveraging outlook that you gave. Could you talk to what the EBITDA or free cash conversion ought to be from this business? If I even sort of assumed a low level of conversion, it would seem like you should be doing better than the deleveraging if I just kind of include the cash that you'll generate between now and the next two years.
Hey, Mark, this is George. You know, I think you're pointing out an appropriate, you know, your thought process is appropriate. Certainly from a free cash flow perspective, as our business continues to move with the oil and gas pipeline component being a smaller and smaller piece, our free cash flow profile does improve. As we look out at 2023, we feel very comfortable that we'll delever, and we've committed to delevering the business back in 2023. You know, our initial view may be a little conservative. That's certainly possible. We have factored in that we, you know, we're looking at some pretty sizable growth next year as well, so there'll be some working capital usage. You know, we're very comfortable that our free cash flow profile continues to improve with this acquisition.
It's been strong and will continue to be strong, but certainly this will further improve it as we continue to grow. We are committed to our investment grade rating profile and maintaining that, and that means that we'll be focusing on deleveraging here in 2023. You know, we'll do that as quickly as possible, maybe a little faster than we laid out, but we'll certainly be focusing on that.
Okay. Thanks for that, George. Maybe at a much higher level, this acquisition is gonna increase the clean energy infrastructure segment. For the 2023 guide, it's going up to almost 40% from low 20s% in 2022, and this is the segment that sort of challenged you guys from a, you know, margin expectation perspective. What would you say to investors that might be concerned about this adding extra risk to just the portfolio of businesses that you have?
Look, something we also took into account as we really thought about this transaction and the growth that we expect to see, you know, we think it's an unbelievable market. We think it's in a market where we've both experienced tremendous growth. Again, IEA has been growing at 20% organically over the last three years or four years. We've taken the business from $300 million to over $2 billion. And, you know, we've said this a lot, and I know it may get looked over, but, you know, attaining high margins in that kind of growth environment is incredibly difficult because of the inefficiencies that are created in the business and growth. I think that the margins will come.
We're very comfortable as we've seen and spent a lot of time in the industry and understanding, you know, lots of our competitors and peers. We think the margin profile of that business will end up being very good. We're just right now in a high-growth phase of that industry that's gonna limit our ability to maximize margins. We think it's such a great opportunity that it's important to make that investment. I think as we talk about clean energy and infrastructure going forward, you'll see us, you know, talk about the different components of that being, you know, what is in renewables and what is civil, because I do think it changes the mix profile as we think about it on a go-forward revenue basis.
Again, we think the opportunities in these markets is probably underappreciated by the market, and we think the opportunity to ultimately attain the right margin profile exists in that business.
Okay, thanks. I'll turn it back.
Thanks, Mark.
Next question will come from Justin Hauke with Robert W. Baird.
Yeah, good morning, guys. I guess first one, just really more of a technical, just making sure that I understand it. The enterprise value that you gave, so this cleans up everything that's you know, kind of the legacy stack elements at IEA. It reflects there won't be any warrants or preferred stock or anything else that comes with this that would change the purchase price?
That's correct.
Okay. That's what I thought. I guess my second question, just, I wanted to talk about the contract adjustments that you were talking about. 'Cause, you know, my understanding is, you know, fuel more or less has been kind of a pass-through, in the way that your contracts are structured. In other words, you know, you haven't been on the hook for material cost inflation. It's more about, you know, labor efficiencies that really drive your margins. What is it that's changing in the way that your new contracts are going in that, you know, protect you from some of these inflationary elements that's different from the past?
I mean, historically, we don't take material risk, right? That you're correct on that. We might take miscellaneous material risk, but the major materials are normally bought by our customers. Not fuel. Fuel is embedded in our rates. A lot of times we have, you know, unit rates where we get paid for a unit of construction activity. Whether it's to, you know, bury a foot of something or put something on a pole, we get a unit price. Within that unit price, you know, our labor and our equipment, which includes fuel, is embedded in that price. We don't have, you know, with very few exceptions, contracts that track fuel separately.
Every year when we, you know, renegotiate for the following year, and we get, you know, in many cases, some sort of CPI index adjustment, those are the conversations that we have, those are the things we look at, and that's what ultimately impacts that adjustment. Fuel would definitely be part of our unit rates without it being separate, with very few exceptions.
Got it. Thank you.
All right, next go to Adam Thalhimer with Thompson Davis & Co.
Hey, good morning, Jose. Congratulations.
Thanks, Adam.
What's the plan? Will IEA kind of run its own business separately, or will you at some point put the whole renewables business together? Because in the pipeline business, it kind of worked out, keeping Precision and Pumpco separate.
Hey, look, we're gonna start by running them separately. I think there's tremendous opportunities to take both businesses and make something really bigger and better out of them. I think that that'll be, you know, what we're working towards as soon as we're able to close this.
Because sometimes, like you're saying, your industry does very well in recessions. I'm just curious what you're seeing from your utility customers. I mean, I haven't seen any evidence of CapEx budgets being cut or anything like that. Have you?
No, it's the opposite. I mean, everybody's having a challenge to meet their workload, right? It's a labor issue. I think that, you know, we're not gonna see a slowdown in work. Quite frankly, I think some inflationary pressure helps our business relative to what could happen with labor and fuel, which are probably, you know, two of our biggest expense items.
Right. Okay. Thank you.
Thanks, Adam.
Okay. Next question will come from the line of Sean Eastman with KeyBanc Capital Markets.
Hi, guys. Thanks for taking my questions.
Hi, Sean.
Morning. I was just wondering how this decision to move forward with a big acquisition in renewables evolved. You know, I kind of had in my head that you guys have this established presence in wind. You know, solar, you were embarking on an organic growth strategy. Was there a change in thought process there at some point? Or was this always in the back of your mind? Just curious how, you know, strategically you guys have been thinking about this over the past two years or so.
Well, we've always said that if the right opportunity presented itself, it's something that we would seriously consider. I think, you know, based on the growth of the industry and where we think this industry goes over the next decade, quite frankly, we felt that scale was important, and this was a transaction that I think, significantly improves both companies and gives us tremendous scale with which to serve the industry better.
Okay. Understood. Thanks, José. Maybe one for George. You know, obviously looking at the cash flow statement for IEA, there's you know, quite a bit more noise, you know, probably overall lower conversion than what MTZ has, which is pretty top quartile. George, maybe any thoughts on you know, how much of this IEA EBITDA should be converting? You know, whether there's you know, some room for improvement around consistency or just overall level of conversion? Any thoughts there would be helpful.
Yeah, no, I think that, you know, we look at their forecast and their expectations for the balance of the year. We think they'll de-lever some from where they are now, which I think will show some improvement on the working capital profile. That's expected. Frankly then, I think as we move forward, you know, we don't expect their working capital profile to be materially different from ours. We think there's a good opportunity there, and this is a business that generates a fair amount of free cash flow because it's not really overly capital intensive. We do expect some improvement in their debt levels between now and the end of the year.
We've kind of indicated that in our expectation of where their debt levels where they're gonna be when we, you know, we're closing, and we see a good path to that.
Okay, got it. Sort of unlevered EBITDA or free cash flow conversion should be able to match what we've seen from MTZ over the past several years?
It should improve and be similar to what our profile is today on the clean energy side, yes.
Awesome. Okay, thanks, gents.
Thanks, Sean.
All right. It looks like we have no further questions at this time, so I'd like to turn it back over to Mr. Mas for any additional or closing remarks.
Just appreciate everybody's time today in joining us, and we look forward to talking again, I guess, it's next Friday. We'll talk then. Thank you.
That does conclude today's conference. We thank everyone again for their participation.