Current Report Filing (8-k)
August 04 2020 - 7:00AM
Edgar (US Regulatory)
0000868857
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0000868857
2020-07-30
2020-07-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 4, 2020 (July 30, 2020)
AECOM
(Exact name of Registrant as specified in
its charter)
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Delaware
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0-52423
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61-1088522
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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1999 Avenue of the Stars, Suite 2600
Los Angeles, California 90067
(Address of Principal Executive Offices,
including Zip Code)
Registrant’s telephone number, including
area code (213) 593-8000
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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ACM
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and
Financial Condition.
On August 4, 2020, AECOM (the “Company”)
issued a press release announcing its financial results for the quarter ended June 30, 2020. A copy of the press release is attached
to this report as Exhibit 99.1. Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
The Company reports its results
of operations based on 52 or 53-week periods ending on the Friday nearest September 30, December 31, March 31, and June 30.
For clarity of presentation, all periods are presented as if the periods ended on September 30, December 31, March 31, and
June 30.
Item 2.03. Creation of a Direct Financial Obligation
On July 30, 2020, the Company borrowed $248,522,000 in
aggregate principal amount of term loans (the “Term Loans”) under its previously announced secured delayed draw
term loan facility, pursuant to the Syndicated Facility Agreement (the “Credit Agreement”), dated as of October 17,
2014, among the Company, Bank of America, N.A., as administrative agent, and the other parties thereto, as amended through the
date hereof, the material terms of which are described under the heading “7. Debt—2014 Credit Agreement”
in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2020
and incorporated by reference herein.
Item 8.01. Other Events.
On July 31, 2020, a subsidiary of the Company (the “Issuer”)
delivered a Notice of Full Redemption to holders of its outstanding 5.00% Senior Notes due 2022 (the "2022 URS Senior Notes"),
notifying them of the Issuer’s election to redeem all of the $248,522,000 currently outstanding 2022 URS Senior Notes on
August 31, 2020. The 2022 URS Senior Notes were assumed by the Issuer in connection with the Company’s acquisition of
URS Corporation in 2014. The Company intends to use the proceeds of the Term Loans described above and cash on hand to fund the
redemption of the 2022 URS Senior Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AECOM
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Dated: August 4, 2020
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By:
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/s/ David Y. Gan
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David Y. Gan
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Executive Vice President, Chief Legal Officer
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