Tetra Tech Announces Pricing of $500 Million Offering of Convertible Senior Notes - Seite 2

The notes will be convertible at the option of the holders in certain circumstances. Upon conversion, Tetra Tech 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 Tetra Tech’s common stock or a combination of cash and shares of Tetra Tech’s common stock, at Tetra Tech’s election, in respect of the remainder, if any, of Tetra Tech’s conversion obligation in excess of the aggregate principal amount of the notes being converted.

The conversion rate will initially be 5.0855 shares of Tetra Tech’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $196.64 per share of Tetra Tech’s common stock). The initial conversion price represents a premium of approximately 25.0% over the last reported sale price of $157.31 per share of Tetra Tech’s common stock on August 17, 2023. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if Tetra Tech delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

Tetra Tech may not redeem the notes prior to August 20, 2026. Tetra Tech may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on or after August 20, 2026 if the last reported sale price of Tetra Tech’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Tetra Tech provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.