AECOM announces cash tender offer for 5.875% Senior Notes due 2024 and 5.125% Senior Notes due 2027
June 17 2020 - 6:55AM
Business Wire
AECOM (NYSE:ACM), the world’s premier infrastructure firm, today
announced that it has commenced a cash tender offer (the “Offer”)
to purchase for cash up to $639 million (the “Offer Amount”) in
aggregate principal amount of its outstanding 5.875% Senior Notes
due 2024 and 5.125% Senior Notes due 2027 (collectively, the
“Notes”).
AECOM is making the Offer at par to satisfy obligations under
the indentures governing the Notes relating to the use of certain
cash proceeds from AECOM’s previously announced disposition of its
Management Services business, which was completed on January 31,
2020.
Tendering holders will receive an amount in cash equal to $1,000
for each $1,000 principal amount of Notes accepted for purchase,
plus accrued and unpaid interest to, but not including, the
Purchase Date (as defined below) (the “Offer Consideration”).
The Offer is currently scheduled to expire immediately after
11:59 P.M., New York City time, on July 16, 2020 (such time and
date, as it may be extended, the “Expiration Date”).
Upon the terms and subject to the conditions described in the
Offer to Purchase to be distributed to holders of Notes (the “Offer
to Purchase”), AECOM will accept for purchase Notes validly
tendered under the Offer on or prior to the Expiration Date and not
validly withdrawn on or prior to the withdrawal deadline, subject
to proration to the extent the aggregate principal amount of the
Notes tendered in the offer exceeds the Offer Amount. Payment of
the Offer Consideration for the Notes so accepted for purchase is
expected to be made on the third business day following the
Expiration Date (the date of such payment, the “Purchase
Date”).
The Offer is subject to the conditions set forth in the Offer to
Purchase. AECOM reserves the right, subject to applicable law and
the terms of the indentures governing the Notes, to (i) waive any
and all conditions to the Offer at any time, (ii) extend the
Expiration Date or terminate the Offer at any time and (iii)
otherwise modify, amend or waive any terms of the Offer in any
respect at any time.
This press release does not constitute an offer to purchase
any security. No offer will be made in any jurisdiction in which,
or to or from any person to or from whom, it is unlawful to make
such offer. The Offer will only be made pursuant to the terms of
the Offer to Purchase. Holders are urged to read the Offer to
Purchase carefully before making any decision with respect to the
Offer. Holders of Notes must make their own decisions as to whether
to tender any or all of their Notes.
Holders may obtain copies of the Offer to Purchase from the
Information and Tender Agent for the Offer, D.F. King and Co.,
Inc., by calling (212) 269-5550 (banks and brokers only) or (866)
207-3626 (toll free) or by email at aecom@dfking.com.
None of AECOM, the Information and Tender Agent or any other
person makes any recommendation as to whether holders of Notes
should tender their Notes, and no one has been authorized to make
such a recommendation.
About AECOM
AECOM (NYSE:ACM) is the world’s premier infrastructure firm,
delivering professional services across the project lifecycle –
from planning, design and engineering to consulting and
construction management. We partner with our clients in the public
and private sectors to solve their most complex challenges and
build legacies for generations to come. On projects spanning
transportation, buildings, water, governments, energy and the
environment, our teams are driven by a common purpose to deliver a
better world. AECOM is a Fortune 500 firm with revenue of
approximately $20.2 billion during fiscal year 2019. See how we
deliver what others can only imagine at aecom.com and @AECOM.
Forward-Looking Statements
All statements in this communication other than statements of
historical fact are “forward-looking statements” for purposes of
federal and state securities laws, including any statements of the
plans, strategies and objectives for future operations,
profitability, strategic value creation, coronavirus impacts, risk
profile and investment strategies, and any statements regarding
future economic conditions and performance, and the expected
financial and operational results of AECOM. Although we believe
that the expectations reflected in our forward-looking statements
are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements.
Important factors that could cause our actual results, performance
and achievements, or industry results to differ materially from
estimates or projections contained in our forward-looking
statements include, but are not limited to, the following: our
business is cyclical and vulnerable to economic downturns and
client spending reductions; impacts caused by the coronavirus and
the related economic instability and market volatility, including
the reaction of governments to the coronavirus, including any
prolonged period of travel, commercial or other similar
restrictions, the delay in commencement, or temporary or permanent
halting of construction, infrastructure or other projects,
requirements that we remove our employees or personnel from the
field for their protection, and delays in planned initiatives by
our governmental or commercial clients or potential clients; losses
under fixed-price contracts; limited control over operations run
through our joint venture entities; liability for misconduct by our
employees or consultants; failure to comply with laws or
regulations applicable to our business; maintaining adequate surety
and financial capacity; high leverage and potential inability to
service our debt and guarantees; exposure to Brexit; exposure to
political and economic risks in different countries; currency
exchange rate fluctuations; retaining and recruiting key technical
and management personnel; legal claims; inadequate insurance
coverage; environmental law compliance and adequate nuclear
indemnification; unexpected adjustments and cancellations related
to our backlog; partners and third parties who may fail to satisfy
their legal obligations; AECOM Capital real estate development
projects; managing pension cost; cybersecurity issues, IT outages
and data privacy; risks associated with the benefits and costs of
the Management Services transaction, including the risk that the
expected benefits of the Management Services transaction or any
contingent purchase price will not be realized within the expected
time frame, in full or at all; the risk that costs of restructuring
transactions and other costs incurred in connection with the
Management Services transaction will exceed our estimates or
otherwise adversely affect our business or operations; as well as
other additional risks and factors that could cause actual results
to differ materially from our forward-looking statements set forth
in our reports filed with the Securities and Exchange Commission.
Any forward-looking statements are made as of the date hereof. We
do not intend, and undertake no obligation, to update any
forward-looking statement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200617005175/en/
Investors: Will Gabrielski Senior Vice President,
Investor Relations 213.593.8208 William.Gabrielski@aecom.com
Media: Brendan Ranson-Walsh Vice President, Global
Communications & Corporate Responsibility 213.996.2367
Brendan.Ranson-Walsh@aecom.com
AECOM (NYSE:ACM)
Historical Stock Chart
From Mar 2024 to Apr 2024
AECOM (NYSE:ACM)
Historical Stock Chart
From Apr 2023 to Apr 2024