Fluor Corporation Announces Proposed Private Offering of $500 Million of Convertible Senior Notes - Seite 2

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 Senior Notes due 2024 (the “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 final terms of the Notes, including the initial conversion price, interest rate and certain other terms, will be determined at the time of pricing of the Offering. When and if 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 the 2024 Notes and Fluor’s 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. 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. 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.