Fluor gives early tender results, ups capped offer to $500 million

Chicago, Sept. 15 – Fluor Corp. announced the early results of its capped tender offer to buy notes from two series, according to a press release.

As part of the announcement, the cap was raised to $500 million from $400 million.

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 increased cap, but there is a subcap of $114,028,440 on the second series, lifted from $100 million after the early deadline.

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

Fluor received tenders for €318,4823,000 of the 1.75% notes and will accept all of them for purchase.

The company received tenders for $165,114,000 of the 3.5% notes and will accept $107,574,000 of those notes. The acceptance amount has been determined with a 65.65% proration factor.

The consideration was listed as €1,024.69 per €1,000 note with the early tender premium on the euro series. The total consideration for the dollar notes was set at $1,060 per $1,000 note.

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

Interest will also be paid to the settlement date.

The euro notes consideration was calculated using the first par call date, Dec. 21, 2022, and based on the early settlement date, Sept. 16.

The offer is scheduled to expire at 11:59 p.m. ET on Sept. 28. However, because the cap has been reached, no more notes will be accepted for purchase.

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

The company announced that since June 30, its outstanding debt has declined to $1.2 billion from $1.7 billion.

Funding for the offer will come from cash on hand.

Final settlement was scheduled for Sept. 30.

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

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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