Fluor Corporation Announces Proposed Private Offering of $500 Million of Convertible Senior Notes

Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of Convertible Senior Notes due 2029 (the “Notes”) in a private offering (the “Offering”). In connection with the Offering, Fluor expects to grant 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.

In connection with the pricing of the Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (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.

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 the market price of 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.