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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
August 7, 2023
FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER)
Delaware |
|
001-16129 |
|
33-0927079 |
(STATE OR OTHER JURISDICTION
OF INCORPORATION) |
|
(COMMISSION
FILE NO.) |
|
(IRS EMPLOYER
IDENTIFICATION NO.) |
6700
Las Colinas Blvd. Irving, Texas 75039
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING
ZIP CODE)
(469) 398-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING
AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to 12(b) of the Act: |
Title of Each Class |
Trading
Symbols |
Name of Each Exchange
on Which Registered |
Common Stock, $.01 par value per share |
FLR |
New
York Stock Exchange |
Tender Offer
On August 7, 2023, Fluor Corporation (the “Company”)
issued a press release announcing the commencement of a cash tender offer (the “Tender Offer”) for any and all of its outstanding
3.500% Senior Notes due 2024. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated August
7, 2023. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
Convertible Notes Offering
On August 7, 2023 the Company issued a press
release announcing its intention to offer convertible senior notes due 2029 (the “Notes”) in a private placement to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Notes
Offering”). The Company also expects to grant the initial purchasers of the Notes an option to purchase additional Notes within
a 13-day period beginning on, and including, the initial closing date. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute
an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer
to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is
unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FLUOR CORPORATION |
|
|
|
By: |
/s/ Joseph L. Brennan |
|
|
Name: |
Joseph L. Brennan |
|
|
Title: |
Executive Vice President and Chief Financial Officer |
August 7, 2023
Exhibit 99.1
Fluor Corporation |
Brett Turner |
|
6700 Las Colinas Blvd |
Media Relations |
|
Irving, Texas 75039 |
864.281.6976 tel |
|
|
|
|
469.398.7000 main tel |
Jason Landkamer |
|
|
Investor Relations |
|
|
469.398.7222 tel |
|
FLUOR CORPORATION ANNOUNCES CASH TENDER
OFFER
IRVING, Texas (August 7, 2023) - Fluor Corporation (NYSE:
FLR) (“Fluor” or the “Company”) today announced that it has commenced a cash tender offer to purchase (the “Offer”)
any and all of the outstanding 3.500% Senior Notes due 2024 (the “2024 Notes”) as set forth in the table below.
Series of Notes | |
CUSIP/ISIN
Numbers | |
Aggregate Principal Amount Outstanding | | |
U.S. Treasury
Reference Security(1) | |
Bloomberg
Reference Page(1) | |
Fixed
Spread(1) | |
3.500% Senior Notes due 2024 | |
343412AC6 / US343412AC69 | |
$ | 381,014,000 | | |
1.000% UST due December 15, 2024 | |
PX4 | |
| 20 bps | |
(1) The consideration (the “Consideration”)
payable per $1,000 principal amount of 2024 Notes validly tendered and accepted for purchase will be based on the fixed spread specified
in the table above, plus the yield to maturity of the U.S. Treasury Reference Security based on the bid-side price of the U.S. Treasury
Reference Security specified above at 11:00 a.m., New York City time, on August 11, 2023 (such date as it may be extended, the “Price
Determination Date”). The Consideration does not include accrued interest, which will be paid on the 2024 Notes accepted for purchase
by us as described herein. The tender offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase,
dated August 7, 2023 (the “Offer to Purchase”). Holders of the 2024 Notes are urged to carefully read the Offer to Purchase
before making any decision with respect to the tender offer. The tender offer is not conditioned on any minimum amount of the 2024 Notes
being tendered. Subject to applicable law, the Company may amend, extend or terminate the tender offer in its sole discretion. Capitalized
terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The tender offer will expire at 5:00 p.m., New
York City time, on August 11, 2023, unless extended or terminated by the Company (such time and date, as the same may be extended
or terminated by the Company in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered 2024 Notes
may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter be validly
withdrawn, unless otherwise required by applicable law.
Holders of 2024 Notes must validly tender and not
validly withdraw their 2024 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration
Date in order to be eligible to receive the Consideration. Accrued and unpaid interest will be paid on all 2024 Notes validly tendered
and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to be on
or about August 16, 2023. On the Price Determination Date, unless extended, the Company will issue a press release specifying, among
other things, the Consideration for the 2024 Notes validly tendered and accepted. For holders who deliver a Notice of Guaranteed Delivery
and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the
Offer to Purchase (including the Financing Condition and the General Condition), the deadline to validly tender their 2024 Notes using
the guaranteed delivery procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York
City time, on August 15, 2023.
The purpose of the Offer is to extend the maturities
of the Company’s outstanding indebtedness. The Company intends to fund the Offer with the net proceeds from a concurrent convertible
senior notes offering, and the Offer is conditioned upon the success of such notes offering.
Additionally, the Company intends, but is not obligated,
to repay pursuant to the satisfaction and discharge terms of the Indenture any and all 2024 Notes not purchased by the Company in the
Offer, if any. However, there can be no assurance that any Notes will be repaid.
The Company has retained BofA Securities, BNP Paribas
Securities Corp. and Wells Fargo Securities to act as the dealer managers and D.F. King & Co., Inc. to act as the tender
and information agent for the tender offer. For additional information regarding the terms of the tender offer, please contact BofA Securities
at +1 (888) 292-0070 (toll-free) or debt_advisory@bofa.com, BNP Paribas Securities Corp. at +1 (888) 210-4358 (toll-free) or dl.us.liability.management@us.bnpparibas.com,
or Wells Fargo Securities at +1 (866) 309-6316 (toll-free) or liabilitymanagement@wellsfargo.com. Requests for copies of the Offer to
Purchase and questions regarding the tendering of 2024 Notes may be directed to D.F. King & Co., Inc. at (212) 269-5550
(for banks and brokers) or (800) 791-3319 (all others, toll-free) or email fluor@dfking.com. The Offer to Purchase, and the related Notice
of Guaranteed Delivery can be accessed at the following link: www.dfking.com/fluor.
None of the Company, the Dealer Managers, the Tender
and Information Agent or the trustee (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation
whether Holders should tender or refrain from tendering 2024 Notes in the Offer, and no one has been authorized by any of them to make
such a recommendation. Holders must make their own decision as to whether to tender their 2024 Notes and, if so, the principal amount
of the 2024 Notes to tender.
This news release is for informational purposes
only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will
be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is only being made pursuant to
the Offer to Purchase. Holders of the 2024 Notes are urged to carefully read the Offer to Purchase before making any decision with respect
to the Offer.
About Fluor Corporation
Fluor Corporation (NYSE: FLR) is building a better
world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 40,000 employees provide professional
and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of
$13.7 billion in 2022 and is ranked 303 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering,
procurement and construction services for more than 110 years.
Forward-Looking Statements
This release may contain forward-looking statements
(including without limitation information concerning the expected timing of the Offer, our ability to complete the Offer, other terms
of the Offer including the General Conditions and Financing Condition, the successful completion of the concurrent convertible notes offering
and statements to the effect that the Company or its management “will,” “believes,” “expects,” “anticipates,”
“plans” or other similar expressions). Actual results may differ materially as a result of a number of factors. Caution must
be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, the Company’s results may
differ materially from its expectations and projections.
Additional information concerning factors that
could affect the Company’s results can be found in the Company’s public periodic filings with the Securities and Exchange
Commission, including the discussion under the heading “Item 1A. Risk Factors” in the Company’s Form 10-K filed
on February 21, 2023. Such filings are available either publicly or upon request from Fluor’s Investor Relations Department:
(469) 398-7222. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements
in light of new information or future events.![https:||cts.businesswire.com|ct|CT?id=bwnews&sty=20210825005497r1&sid=web02&distro=nx&lang=en](https://www.sec.gov/Archives/edgar/data/1124198/000110465923088071/image_001.gif)
Exhibit 99.2
Fluor Corporation |
Brett Turner |
|
6700 Las Colinas Blvd |
Media Relations |
|
Irving, Texas 75039 |
864.281.6976 tel |
|
|
|
|
469.398.7000 main tel |
Jason Landkamer |
|
|
Investor Relations |
|
|
469.398.7222 tel |
|
Fluor
Corporation Announces Proposed Private Offering of $500 Million of Convertible Senior Notes
IRVING,
Texas (August 7, 2023) – Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced
its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of Convertible Senior
Notes due 2029 (the “Notes”) in a private offering (the “Offering”). In connection with the Offering, Fluor expects
to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which
the Notes are first issued, up to an additional $75 million aggregate principal amount of the Notes on the same terms and conditions.
In connection with the pricing
of the Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers
or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions
are expected generally to mitigate potential dilution to Fluor’s common stock upon conversion of any Notes and/or offset any cash
payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction
and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter
into additional capped call transactions with the option counterparties.
In connection with the capped
call transactions, concurrently with or shortly after the pricing of the notes offering, the Company expects the option counterparties
or their respective affiliates to purchase shares of Fluor’s common stock and/or enter into various derivative transactions with
respect to Fluor’s common stock. This activity could increase or reduce the size of any decrease in the market price of Fluor’s
common stock and/or the Notes. Further, while the Notes are outstanding, these counterparties may modify any such hedge positions by entering
into or unwinding such positions, or by purchasing or selling Fluor’s common stock or other securities in secondary market transactions.
These counterparties are likely to engage in such activities at any exercise date of or termination of any portion of the capped call
transactions. This activity could cause or avoid an increase or decrease in the market price of Fluor’s common stock and/or the
Notes.
Fluor intends to use a portion
of the net proceeds from the Offering to pay the cost of the capped call transactions. Fluor intends to use the remainder of the net proceeds
from the Offering to repurchase all or a portion of the Company’s outstanding Senior Notes due 2024 (the “2024 Notes”).
Concurrently with the Offering, Fluor has launched a tender offer to repurchase any or all of the 2024 Notes. To the extent any net proceeds
remain after paying the cost of the capped call transactions and the consummation of the tender offer, Fluor intends, but is not obligated,
to use the remainder of the net proceeds to repay any 2024 notes that remain outstanding after the tender offer pursuant to the satisfaction
and discharge terms of the 2024 notes indenture and for general corporate purposes.
The final terms of the Notes,
including the initial conversion price, interest rate and certain other terms, will be determined at the time of pricing of the Offering.
When and if issued, the Notes will be senior unsecured obligations of Fluor and will rank equal in right of payment to Fluor’s unsecured
and unsubordinated indebtedness, including the 2024 Notes and Fluor’s Senior Notes due 2028. The Notes will mature on August 15,
2029, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to the close of business
on the business day immediately preceding May 15, 2029, the Notes will be convertible at the option of the holders of the Notes only
upon the satisfaction of specified conditions and during certain periods. On or after May 15, 2029 until the close of business on
the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible, at the option of the holders
of Notes, at any time regardless of such conditions. Upon conversion, Fluor will pay cash up to the aggregate principal amount of the
Notes to be converted and pay or deliver, as the case may be, cash, shares of Fluor’s common stock or a combination of cash and
shares of Fluor’s common stock, at Fluor’s election, in respect of the remainder, if any, of Fluor’s conversion obligation
in excess of the principal amount of the Notes being converted. Fluor may not redeem the Notes prior to August 20, 2026. Fluor may
redeem for cash all or any portion of the Notes, at its option, on or after August 20, 2026, but only if the last reported sale price
of Fluor’s common stock has been at least 130% of the conversion price then in effect for a specified period of time.
The Notes will be offered
only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”). The offer and sale of the Notes and any shares of Fluor’s common stock issuable upon
conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other
jurisdiction, and unless so registered, the Notes and such shares, if any, may not be offered or sold in the United States except pursuant
to an applicable exemption from such registration requirements.
This release does not constitute
an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any shares of Fluor’s
common stock issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful
prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About Fluor Corporation
Fluor Corporation (NYSE: FLR)
is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 40,000 employees
provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world.
Fluor had revenue of $13.7 billion in 2022 and is ranked 303 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor
has provided engineering, procurement and construction services for more than 110 years.
Forward-Looking Statements
This release may contain forward-looking
statements (including without limitation information concerning the Offering and statements to the effect that the Company or its management
“will,” “believes,” “expects,” “anticipates,” “plans” or other similar expressions).
Actual results may differ materially as a result of a number of factors. Caution must be exercised in relying on these and other forward-looking
statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections.
Additional information concerning
factors that could affect the Company’s results can be found in the Company’s public periodic filings with the Securities
and Exchange Commission, including the discussion under the heading “Item 1A. Risk Factors” in the Company’s Form 10-K
filed on February 21, 2023. Such filings are available either publicly or upon request from Fluor’s Investor Relations Department:
(469) 398-7222. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements
in light of new information or future events.![https:||cts.businesswire.com|ct|CT?id=bwnews&sty=20210825005497r1&sid=web02&distro=nx&lang=en](https://www.sec.gov/Archives/edgar/data/1124198/000110465923088071/image_002.gif)
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