LOS ANGELES--(BUSINESS WIRE)--
Tutor Perini Corporation (NYSE: TPC) (the “Company”), a leading civil
and building construction company, today announced that it has commenced
a cash tender offer (the “Tender Offer”) to purchase any and all of its
7⅝% Senior Notes due 2018 (the “Notes”). There are $300.0 million
aggregate principal amount of Notes outstanding. The Tender Offer is
being made on the terms and subject to the conditions set forth in the
Offer to Purchase dated April 10, 2017 (the “Offer to Purchase”).
The Tender Offer will expire at 5:00 p.m., New York City time, on April
17, 2017, unless extended or earlier terminated as described in the
Offer to Purchase (such time and date, as they may be extended, the
“Expiration Time”). Tenders of the Notes must be properly made before
the Expiration Time and may be withdrawn at any time before the
Expiration Time. Holders of the Notes who validly tender (and do not
validly withdraw) their Notes at or prior to the Expiration Time, or who
deliver to the depositary and information agent a properly completed and
duly executed Notice of Guaranteed Delivery in accordance with the
instructions described in the Offer to Purchase, will receive in cash
$1,004.00 per $1,000 principal amount of Notes validly tendered and
accepted for purchase payable for such tendered Notes that are accepted
by the Company for purchase in the Tender Offer, plus accrued and unpaid
interest to, but not including, the settlement date, which is expected
to be April 20, 2017.
Tendered Notes may be withdrawn at any time prior to the Expiration
Time. The Tender Offer is subject to the satisfaction or waiver of a
number of conditions as set forth in the Offer to Purchase, including
the receipt by the Company of proceeds from a proposed debt financing on
terms reasonably satisfactory to the Company generating net proceeds,
together with cash on hand and borrowings under its credit facilities,
if needed, in an amount sufficient to effect the repurchase of all the
Notes validly tendered and accepted for purchase pursuant to the Tender
Offer. The Company may amend, extend or terminate the Tender Offer in
its sole discretion and subject to applicable law.
Goldman, Sachs & Co. is acting as the dealer manager for the Tender
Offer. The information agent and tender agent is D.F. King & Co., Inc.
Copies of the Offer to Purchase and related tender offering materials
are available at www.dfking.com/tpc or by contacting D.F. King & Co.,
Inc. at (800) 714-3310 (toll free) or (212) 269-5550 (collect) or by
email at tpc@dfking.com. Questions regarding the Tender Offer should be
directed to Goldman, Sachs & Co. at (800) 828-3182.
None of the Company, the dealer manager, the information agent and
tender agent, or the trustee for the Notes, or any of their respective
affiliates, is making any recommendation as to whether holders of the
Notes should tender any Notes in response to the Tender Offer. Holders
of the Notes must make their own decision as to whether to tender any of
their Notes and, if so, the principal amount of Notes to tender. This
announcement is for informational purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy any security and
shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offering, solicitation or sale would be unlawful. The
Tender Offer is being made solely by means of the Offer to Purchase. In
those jurisdictions where the securities, blue sky or other laws require
any tender offer to be made by a licensed broker or dealer, the Tender
Offer will be deemed to be made on behalf of the Company by the dealer
manager or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
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 Tender Offer. 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 Company’s control) 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