Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced the pricing of $500 million aggregate principal amount of 1.125% Convertible Senior Notes due 2029 (the “Notes”) in a private offering (the “Offering”). In connection with the Offering, Fluor has granted 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. The sale of the Notes to the initial purchasers is expected to settle on August 10, 2023, subject to customary closing conditions.
The Notes will bear interest at 1.125% per year. Interest will accrue from August 10, 2023 and will be payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. When 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 Fluor’s Senior Notes due 2024 (the “2024 Notes”) and 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. 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.
Holders of the Notes will have the right to require Fluor to repurchase all or a part of their Notes upon the occurrence of a “fundamental change” in cash at a fundamental change repurchase price of 100% of their principal amount plus any accrued and unpaid interest to, but not including, the fundamental change repurchase date. Following certain corporate events or if Fluor calls the Notes for redemption, Fluor will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or redemption.
The initial conversion rate of the Notes will be 22.0420 shares of Fluor’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $45.37 per share of Fluor’s common stock, which represents a conversion premium of approximately 32.5% to the last reported sale price of Fluor’s common stock on the New York Stock Exchange on August 7, 2023). 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.
In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates (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. The cap price of the capped call transactions will initially be $68.48 per share of Fluor’s common stock, which represents a premium of 100% over the last reported sale price of Fluor’s common stock on the New York Stock Exchange on August 7, 2023 and is subject to certain adjustments under the terms of the capped call transactions.
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 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 estimates that the net proceeds from the Offering will be approximately $486.3 million (or $559.4 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting fees and estimated expenses. 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 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 Notes were 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 press 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.
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.