business:-fluor-announces-early-results-and-increase-in-total-maximum-amount-for-cash-tender-offer
/ / / BUSINESS: Fluor Announces Early Results And Increase In Total Maximum Amount For Cash Tender Offer
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BUSINESS: Fluor Announces Early Results And Increase In Total Maximum Amount For Cash Tender Offer

By Daniel Webster, dWeb.News Publisher

IRVING, Texas–(BUSINESS WIRE)–Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced the early results of the previously announced offer to purchase for cash (the “Offer”) the notes listed in the table below (together, the “Notes”) for an aggregate purchase price, excluding accrued interest, of up to $400,000,000, subject to the terms and conditions of the Offer set forth in the Offer to Purchase dated August 31, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Additionally, Fluor announced today that it has amended the Offer by increasing the maximum aggregate purchase price, excluding accrued interest, it will accept in the Offer from $400,000,000 to $500,000,000 (as amended, the “Total Maximum Amount”) and will increase the maximum aggregate purchase price, excluding accrued interest, of 2024 Notes that it will accept in the Offer from $100,000,000 to $114,028,440 (as amended, the “2024 Notes Maximum Amount”). The terms of the Offer previously announced remain unchanged. Acceptance of Notes with respect to the Total Maximum Amount has been determined by reference to an FX rate of EUR 1 = USD 1.1827. The meaning of the capitalized terms in this announcement is not defined.

The following table sets forth, among other things, the principal amount of Notes validly tendered as of 5: 00 p.m., New York City Time, on September 14, 2021 (such date and time, the “Early Tender Time”) and the principal amount of Notes accepted for purchase:

Title of

Security

CUSIP / ISIN

Outstanding

Principal

Amount

(in millions)

Acceptance

Priority Level

2024 Notes

Maximum

Amount

Principal

Amount

Tendered

Principal

Amount

Accepted

Total

Consideration(1)

1. 750% Senior Notes due 2023 (the “2023 Notes“)*

343412AE2 /

XS1382385471

EUR488. 000

1

n/a

EUR318,483,000

EUR318,483,000

EUR1,024. 69

3. 500% Senior Notes due 2024 (the “2024 Notes“)

343412AC6 /

US343412AC69

$488. 588

2

$114,028,440

$165,114,000

$107,574,000

$1,060. 00

Listed on the New York Stock Exchange. The 2023 Notes may be redeemed by the Company at par plus accrued interest on any date from December 21, 2022.

The 2024 Notes may be redeemed by the Company at par plus accrued interest on any date from September 15, 2024.

(1) For each EUR1,000 principal amount of 2023 Notes or each $1,000 principal amount of 2024 Notes tendered at or prior to the Early Tender Time and accepted for purchase. The Early Tender Premium is included in the Total Consideration.

Since tenders of the Notes exceeded the Total Maximum Amount, the Company is accepting 2024 Notes only on a prorated basis. The aggregate principal amount of each Holder’s validly tendered 2024 Notes accepted was determined by multiplying the aggregate principal amount of 2024 Notes validly tendered by such Holder by a proration factor of approximately 65. 64%, and subject to the rounding and further scaling provisions set forth in the Offer to Purchase. 2023 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time will be accepted in full without proration.

All Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase will be purchased by the Company on the “Early Settlement Date,” which is expected to occur on September 16, 2021. Payment for the Notes that are purchased will include accrued and unpaid interest on such Notes, rounded to the nearest cent per EUR1,000 principal amount of 2023 Notes or per $1,000 principal amount of 2024 Notes, from the last interest payment date up to, but not including, the Early Settlement Date.

The Offer is scheduled to expire at 11: 59 p.m., New York City Time on September 28, 2021 (such date and time, the “Expiration Time”). Withdrawal rights expired at 5: 00 p.m., New York City Time, on September 14, 2021. Notifications may not be withdrawn from notes that have been submitted. Tenders for the Notes exceeding the Total Maximum Amount were rejected. Therefore, no additional Notes will be accepted after the Early Tender Time or before the Expiration Time.

D.F. has been retained by the Company. King & Co., Inc. will act as the Tender and Information Agent in connection with the Offer. HTML3_ D.F. may be contacted with questions about the Offer. King & Co, Inc.

Email: flr@dfking.com

Offer Website: http://www.dfking.com/fluor

48 Wall Street

New York, NY 10005

Banks and Brokers call: (212) 269-5550

All others call (toll free): (800) 755-7250

The Lead Dealer Managers for the Offer are:

The Co-Managers (together with the Lead Dealer Managers, the “Dealer Managers”) for the Offer are:

BMO Capital Markets Corp.

Comerica Securities, Inc.

Goldman Sachs & Co. LLC

MUFG Securities Americas Inc.

Regions Securities LLC

SMBC Nikko

Standard Chartered Bank

U.S. Bancorp Investments, Inc.

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. In any country where such an offer, solicitation or sale is illegal, no offer, solicitation, sale, or solicitation will be made. The Offer is made only pursuant to the Offer To Purchase.

This news release may not be distributed in certain countries. Each of the Company’s Dealer Managers and the Information Agent require that the recipients of this announcement are informed about and adhere to any restrictions.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this news release nor the Offer to Purchase constitutes an invitation to participate in the Offer in or from any jurisdiction in or from which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. There may be laws and regulations that restrict the distribution of this news release or the Offer to Buy in certain jurisdictions. Each of the Company’s Dealer Managers and the Tender and Information agent require that the persons who have received this news release and/or the Offer to Buy are informed about and adhere to any restrictions.

United Kingdom

The communication of this news release and any other documents or materials relating to the Offer is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). These documents and materials cannot be distributed to the general public of the United Kingdom. The communication of such documents or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents or materials may lawfully be made under the Financial Promotion Order. This news release is only for those persons. They will only be able to invest or engage in investment activities with them.

Italy

None of the Offer, this news release or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders of the Notes, or their beneficial owners, who are located in Italy, can tender Notes through authorized persons (such investment firms, banks, or financial intermediaries) that are permitted to carry out such activities in Italy under the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this news release nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifies) within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”), are eligible to participate in the Offer. The Autorite des Marches Financiers has not approved or cleared this news release.

General

This news release does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. If securities, blue sky, or other laws require that the Offer be made, any Dealer Manager, or any of their respective affiliates, is such a licensed dealer or broker in such jurisdiction, then the Offer will be considered to have been made by such Dealer manager or affiliate on behalf of Company.

Each Holder participating in an Offer will be deemed to have made certain representations regarding the United States. These representations are in addition to those made above with respect to the United States. A Holder who is unable or unwilling to accept a tender of Notes to purchase under the Offer will be refused. The Company, each of the Dealer Managers, and the Tender and Information Agent reserve the right to investigate any tender of Notes pursuant to the offer. If such an investigation finds that the Holder’s representations are not correct, the Company will reject such tender.

Forward-Looking Statements:

This release may contain forward-looking statements (including without limitation information concerning the completion of the Offer and statements to the effect that the Company or its management “will,” “believes,” “expects,” “anticipates,” “plans” or other similar expressions). There are many factors that could cause actual results to differ from those in the press release. These and other forward-looking statements should be relied upon with caution. The Company’s actual results could differ from its projections and expectations due to unknown and known risks.

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 26, 2021. Such filings are available either publicly or upon request from Fluor’s Investor Relations Department: (469) 398-7222. The Company does not intend to or have any obligation other than that required by law, to revise its forward-looking statements in the light of new information and future events.

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 44,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $14.2 billion in 2020 and is ranked 196 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has been providing engineering, procurement and construction services for more than 100 years. Fluor can be found at http://www.fluor.com. You can also follow Fluor on Twitter and Facebook, LinkedIn, Facebook, and YouTube for more information.

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