Parsons’ $800 Million Convertible Senior Note Offering

CHANTILLY, Va., Feb. 23, 2024 (GLOBE NEWSWIRE) -- Parsons Corporation (NYSE: PSN) announced today the full exercise of the $100 million option to purchase additional notes granted to the initial purchasers in its private offering of 2.625% convertible senior notes due in 2029, increasing the aggregate principal amount of notes to be issued by the company to $800 million. In connection with the exercise of the option, Parsons entered into additional capped call transactions with certain of the initial purchasers, their respective affiliates, and other financial institutions. The offering was made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 as amended. Parsons also confirmed that its Board of Directors has refreshed the Corporation’s stock repurchase authority to an amount of $100 million and removed the quarterly $25 million cap on such repurchases.

“Parsons has the right team and the right portfolio at the right time to deliver the innovative solutions in national security and global infrastructure that our customers need and our world demands,” said Carey Smith, Parsons’ Chair, President, and Chief Executive Officer. “This transaction enables us to continue investing in organic and inorganic growth. Our successful acquisition strategy delivered three acquisitions in 2023; we will continue our M&A momentum forward, staying consistent with our strict financial criteria and differentiation through technology and geography as a priority for our future inorganic growth.”

The notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold absent registration or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.