Fluor starts tender offer for up to $400 million from two series

Chicago, Aug. 31 – Fluor Corp. started a capped tender offer to buy up to $400 million of notes from two series, according to an offer document.

The tender offer covers the €488 million outstanding 1.75% senior notes due 2023 (Cusip: 343412AE2) and the $488,588,000 3.5% senior notes due 2024 (Cusip: 343412AC6).

Structured as a waterfall offer, the company will accept all notes on the first series up to the cap, but there is a subcap of $100 million for the second series.

The total considerations include either a €30 early tender premium or a $30 early tender premium, based on the way the notes are denominated.

The total consideration is hypothetical on the euro notes, and will use a fixed early tender yield of negative 20 basis points. The hypothetical consideration has been calculated at €1,024.69 per €1,000 note with the early tender premium. The total consideration for the dollar notes is set at $1,060 per $1,000 note.

The euro notes consideration has been calculated using the first par call date, Dec. 21, 2022, and based on the early settlement date. If the settlement date moves, the amount will be recalculated.

Interest will also be paid to the relevant settlement date.

Fluor is conducting the tender offer to reduce its outstanding debt. The company says that it “continues to evaluate additional potential deleveraging actions.”

Funding for the offer will come from cash on hand.

The early tender deadline is 5 p.m. ET on Sept. 14, also the withdrawal deadline.

Early settlement is planned for Sept. 16.

The offer will expire at 11:59 p.m. ET on Sept. 28.

Final settlement is expected for Sept. 30.

The offer may be prorated.

D.F. King & Co., Inc is the information and tender agent for the offer (800 755-7250, 212 269-5550, flr@dfking.com, www.dfking.com/fluor).

The dealer managers are BofA Securities (debt_advisory@bofa.com, DG.LM-EMEA@bofa.com, 980 388-3646, +44 20 7996 5420), BNP Paribas Securities Corp. (888 210-4358, 212 841-3059, +33 1 55 77 78 94, dl.us.liability.management@us.bnpparibas.com, liability.management@bnpparibas.com), Citigroup Global Markets Inc. and Wells Fargo Securities, LLC.

Fluor is an Irving, Tex.-based global engineering, construction and maintenance company.

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