Tutor Perini Announces Proposed Offering of $400 Million of Senior Notes
15 Abril 2024 - 7:08AM
Business Wire
Tutor Perini Corporation (NYSE: TPC) (the “Company”), a leading
civil, building and specialty construction company, announced today
that it is offering $400 million in aggregate principal amount of
senior notes (the “notes”) in a private offering. The notes will be
senior unsecured obligations of the Company and will be guaranteed
by certain of its subsidiaries.
The Company intends to use the net proceeds from this offering,
together with cash on hand, to redeem or repay $500 million
aggregate principal amount of the Company’s 6.875% Senior Notes due
May 1, 2025 (the “2025 Notes”) and pay related premiums, accrued
interest and fees and expenses associated with such redemption or
repayment. The offering, amount and terms of the notes are subject
to market conditions. The Company may temporarily invest amounts
that are not immediately needed for these purposes in cash or cash
equivalents or other short-term investments, including marketable
securities.
The notes and related guarantees are being offered only to
persons reasonably believed to be qualified institutional buyers in
reliance on an exemption from registration pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States in accordance with Regulation
S under the Securities Act. The notes and related guarantees have
not been, and will not be, registered under the Securities Act, or
the securities laws of any other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from registration requirements.
This press release does not constitute a redemption notice with
respect to the 2025 Notes and shall not constitute an offer to sell
or the solicitation of an offer to buy the notes and the related
guarantees, nor shall there be any sale of the notes and the
related guarantees in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction. Any offers of the notes and related guarantees will
be made only by means of a private offering circular.
The Company also announced today that it has entered into an
amendment (the “Credit Agreement Amendment”) to the credit
agreement governing its senior secured credit facilities. Among
other changes, (1) the Company’s revolving credit facility will
have its maturity date extended from August 18, 2025 to (a) if any
tranche of the Company’s term loan, any incremental term loan or
any refinancing term loan (or any related refinancing or
replacement) remains outstanding, the earlier of (i) May 20, 2027
and (ii) the date that is ninety (90) days prior to the final
maturity of any tranche of the term loan, any incremental term loan
or any refinancing term loan (or any related refinancing or
replacement) and (b) if no obligations are outstanding with respect
to any tranche of the term loan, any incremental term loan or any
refinancing term loan, August 18, 2027 and (2) the aggregate
commitments in respect of the revolving credit facility will be
permanently reduced by $5 million from $175 million to $170
million. The Credit Agreement Amendment is expected to become
effective on or around the settlement date of the offering, subject
to satisfaction or waiver of the Credit Agreement Amendment’s
conditions to effectiveness (including, without limitation, (a)
consummation of refinancing of the 2025 Notes with the proceeds of
the notes and cash on hand, and (b) the terms of the notes being
reasonably satisfactory to the revolving credit lenders). If the
Credit Agreement Amendment does not become effective prior to May
15, 2024, the Credit Agreement Amendment will become null and void
and the contemplated amendments to the credit agreement will not be
effective.
About Tutor Perini Corporation
Tutor Perini Corporation is a leading civil, building and
specialty construction company offering diversified general
contracting and design-build services to private customers and
public agencies throughout the world. We have provided construction
services since 1894 and have established a strong reputation within
our markets by executing large, complex projects on time and within
budget, while adhering to strict quality control measures. We offer
general contracting, pre-construction planning and comprehensive
project management services, including planning and scheduling of
manpower, equipment, materials and subcontractors required for a
project. We also offer self-performed construction services
including site work, concrete forming and placement, steel
erection, electrical, mechanical, plumbing and heating, ventilation
and air conditioning (HVAC).
Note Regarding Forward-Looking Statements
The statements contained in this release that are not purely
historical are forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, including without limitation,
statements regarding the Company’s intentions, expectations or
beliefs regarding the offering, the use of proceeds therefrom and
any redemption of the 2025 Notes. These forward-looking statements
are based on the Company’s current expectations, beliefs and
projections concerning future developments and their potential
effects on the Company. While the Company’s expectations and
beliefs are expressed in good faith and the Company believes there
is a reasonable basis for them, these statements are not statements
of historical fact or guarantees of future performance and there
can be no assurance that future developments affecting the Company
will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which
are beyond the control of the Company) or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by such forward-looking statements,
including risks and uncertainties discussed under the heading “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2023 filed on February 28, 2024 and in other reports
that we file with the Securities and Exchange Commission from time
to time. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20240414712741/en/
Tutor Perini Corporation Jorge Casado, 818-362-8391 Vice
President, Investor Relations and Corporate Communications
Tutor Perini (NYSE:TPC)
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