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Fluor Corporation (NYSE: FLR) (the "Company" or "Fluor") announced today that it has priced its previously announced private placement of 525,000 shares of a newly created series of convertible preferred stock, to be designated as Series A 6.50% Cumulative Perpetual Convertible Preferred Stock (the "Preferred Stock"). The Company has also increased the size of the offering to 525,000 shares from the previously announced 450,000 shares and has granted the initial purchasers of the Preferred Stock a 30-day option to purchase up to an additional 75,000 in shares of Preferred Stock. The Company intends to use the net proceeds from this offering to redeem or repay outstanding indebtedness and for general corporate purposes. The offering is expected to close on May 18, 2021, subject to customary closing conditions.
The Preferred Stock does not have a maturity date. Cumulative cash dividends on the Preferred Stock will be payable at a rate of 6.50% per annum, quarterly in arrears, on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2021, when, as and if declared by the Company's board of directors. Dividends will accumulate from the most recent date on which dividends have been paid or, if no dividends have been paid, from the first date of original issuance of the Preferred Stock.
Each share of Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends, and is convertible, at the holder's option at any time into 44.9585 shares of the Company's common stock per share of Preferred Stock (equivalent to an initial conversion price of approximately $22.24 per share of the Company’s common stock, which represents a conversion premium of approximately 17.5% to the last reported sale price of Company’s common stock on The New York Stock Exchange on May 13, 2021). The conversion rate will be subject to certain customary adjustments, but no payment or adjustment for accumulated but unpaid dividends will be made upon conversion, subject to certain limited exceptions. The Preferred Stock may not be redeemed by the Company; however, the Company may, at any time on or after May 20, 2022, elect to cause all outstanding shares of Preferred Stock to be automatically converted into shares of the Company’s common stock at the conversion rate, subject to certain conditions (and, if such automatic conversion occurs prior May 20, 2024, the payment of a cash make-whole premium). If a "make-whole fundamental change" occurs, the Company will in certain circumstances be required to increase the conversion rate for a holder who elects to convert its shares of Preferred Stock in connection with such make-whole fundamental change.
The Preferred Stock was offered in the United States to qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Preferred Stock and any shares of the Company’s common stock into which the Preferred Stock is convertible have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
About Fluor Corporation
Fluor Corporation (NYSE: FLR) is building a better future 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 181 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 100 years.
Forward-Looking Statements: This release may contain forward-looking statements (including without limitation 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 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 26, 2021. 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.
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