Fluor Corporation Announces Cash Tender Offer - Seite 2

The tender offer will expire at 5:00 p.m., New York City time, on August 11, 2023, unless extended or terminated by the Company (such time and date, as the same may be extended or terminated by the Company in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered 2024 Notes may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter be validly withdrawn, unless otherwise required by applicable law.

Holders of 2024 Notes must validly tender and not validly withdraw their 2024 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date in order to be eligible to receive the Consideration. Accrued and unpaid interest will be paid on all 2024 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to be on or about August 16, 2023. On the Price Determination Date, unless extended, the Company will issue a press release specifying, among other things, the Consideration for the 2024 Notes validly tendered and accepted. For holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase (including the Financing Condition and the General Condition), the deadline to validly tender their 2024 Notes using the guaranteed delivery procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on August 15, 2023.

The purpose of the Offer is to extend the maturities of the Company’s outstanding indebtedness. The Company intends to fund the Offer with the net proceeds from a concurrent convertible senior notes offering, and the Offer is conditioned upon the success of such notes offering.

Additionally, the Company intends, but is not obligated, to repay pursuant to the satisfaction and discharge terms of the Indenture any and all 2024 Notes not purchased by the Company in the Offer, if any. However, there can be no assurance that any Notes will be repaid.

The Company has retained BofA Securities, BNP Paribas Securities Corp. and Wells Fargo Securities to act as the dealer managers and D.F. King & Co., Inc. to act as the tender and information agent for the tender offer. For additional information regarding the terms of the tender offer, please contact BofA Securities at [phone] (toll-free) or [e-mail], BNP Paribas Securities Corp. at [phone] (toll-free) or [e-mail], or Wells Fargo Securities at [phone] (toll-free) or [e-mail]. Requests for copies of the Offer to Purchase and questions regarding the tendering of 2024 Notes may be directed to D.F. King & Co., Inc. at [phone] (for banks and brokers) or [phone] (all others, toll-free) or email [e-mail]. The Offer to Purchase, and the related Notice of Guaranteed Delivery can be accessed at the following link: www.dfking.com/fluor.