KBR agrees to buy back $100 million of 2.5% convertibles

By Mary-Katherine Stinson

Lexington, Ky., June 2 – KBR Inc. entered into separate privately negotiated agreements to repurchase $100 million principal amount of its outstanding $350 million 2.5% convertible senior notes due November 2023 from certain holders, according to a press release.

The price that KBR pays for the repurchase of the notes and the amount it receives on early termination of the hedge and warrant transactions will be based on the volume-weighted average price of KBR's common stock. Based on the closing price of KBR's common stock on June 1, the estimated net outlay for the transactions is $188 million.

In connection with the note repurchases, KBR also entered into partial unwind agreements with Bank of America, NA, BNP Paribas and Citibank, NA to terminate the corresponding portions of the convertible note hedge and warrant transactions.

In addition, for the portion of the warrants that remain outstanding after the early termination, KBR has amended the warrant transaction agreements to allow KBR to elect cash settlement.

The portions of the convertible note hedge and warrant transactions not being terminated will remain outstanding.

Following closing, $250 million in aggregate principal amount of notes will remain outstanding with unchanged terms.

Houston-based KBR is an engineering, procurement and construction company.

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