Fluor Announces Pricing of Upsized Convertible Preferred Stock Offering

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.