Fluor Corporation Announces Pricing of Private Offering of $500 Million of 1.125% Convertible Senior Notes Due 2029

Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced the pricing of $500 million aggregate principal amount of 1.125% Convertible Senior Notes due 2029 (the “Notes”) in a private offering (the “Offering”). In connection with the Offering, Fluor has granted 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. The sale of the Notes to the initial purchasers is expected to settle on August 10, 2023, subject to customary closing conditions.

The Notes will bear interest at 1.125% per year. Interest will accrue from August 10, 2023 and will be payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. When 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 Fluor’s Senior Notes due 2024 (the “2024 Notes”) and 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. 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.

Holders of the Notes will have the right to require Fluor to repurchase all or a part of their Notes upon the occurrence of a “fundamental change” in cash at a fundamental change repurchase price of 100% of their principal amount plus any accrued and unpaid interest to, but not including, the fundamental change repurchase date. Following certain corporate events or if Fluor calls the Notes for redemption, Fluor will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or redemption.

The initial conversion rate of the Notes will be 22.0420 shares of Fluor’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $45.37 per share of Fluor’s common stock, which represents a conversion premium of approximately 32.5% to the last reported sale price of Fluor’s common stock on the New York Stock Exchange on August 7, 2023). 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.