LOS ANGELES--(BUSINESS WIRE)--
Tutor Perini Corporation (NYSE: TPC), a leading civil and building
construction company, today announced the pricing of $175 million in
aggregate principal amount of 2.875% Convertible Senior Notes due 2021
(the “convertible notes”) in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”). The convertible notes will be
convertible into cash, shares of Tutor Perini common stock or a
combination thereof, at the Company’s election, based on an initial
conversion rate of 33.0579 shares of common stock per $1,000 principal
amount (equivalent to an initial conversion price of approximately
$30.25 per share, which represents a premium of approximately 37.5% to
the NYSE closing price of Tutor Perini’s common stock on the date
hereof). The Company granted an option to the initial purchasers for up
to an additional $25.0 million in aggregate principal amount of
convertible notes. The convertible notes will bear cash interest at a
rate of 2.875% per annum, payable semi-annually on June 15 and December
15, beginning on December 15, 2016. The convertible notes may be
redeemed by the Company under certain circumstances on or after June 15,
2019.
The Company intends to use the proceeds from this offering to repay $100
million (or $125 million if the initial purchasers’ option to purchase
additional notes is exercised in full) of the borrowings outstanding
under its term loan, with the remainder of the net proceeds to be used
to repay borrowings outstanding under its revolving credit facility, to
pay fees and expenses related to the offering and for general corporate
purposes. The closing of the convertible notes is expected to take place
on June 15, 2016 and is subject to customary closing conditions.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities 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. The convertible notes will be offered to qualified
institutional buyers pursuant to Rule 144A under the Securities Act. The
convertible notes and the shares of common stock issuable upon
conversion of the convertible notes, if any, will not be registered
under the Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state laws.
About Tutor Perini Corporation
Tutor Perini Corporation is a leading civil and building construction
company offering diversified general contracting and design-build
services to private clients 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 the planning and
scheduling of the manpower, equipment, materials and subcontractors
required for a project. We also offer self-performed construction
services including excavation, concrete forming and placement, steel
erection, electrical and mechanical services, plumbing and HVAC. We are
known for our major complex building project commitments, as well as our
capacity to perform large and complex transportation and heavy civil
construction for government agencies and private clients throughout the
world.
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,
including without limitation, statements regarding the Company’s
intentions, expectations or beliefs regarding the convertible notes
offering. The Company’s current expectations and beliefs are expressed
in good faith and the Company believes there is a reasonable basis for
them. There can be no assurance, however, that future developments
affecting the Company will be those that the Company has 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 to be materially
different from those expressed or implied by such forward-looking
statements. 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 law.
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Source: Tutor Perini Corporation