FLUOR CORPORATION (NYSE:FLR) Files An 8-K Entry into a Material Definitive Agreement

FLUOR CORPORATION (NYSE:FLR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On August20, 2018, Fluor Corporation (the “Corporation”) amended its existing (i)$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016 among the Corporation, Fluor B.V., BNP Paribas, as Administrative Agent and an Issuing Lender, Bank of America, N.A., as Syndication Agent, Citibank, N.A. and The Bank of Tokyo-Mitsubishi UFJ,Ltd., as Co-Documentation Agents, and the lenders party thereto and (ii)$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016 among the Corporation, Fluor B.V., BNP Paribas, as Administrative Agent and an Issuing Lender, Bank of America, N.A., as Syndication Agent, Citibank, N.A. and The Bank of Tokyo-Mitsubishi UFJ,Ltd., as Co-Documentation Agents, and the lenders party thereto (each, a “Current Facility”, and such amendment to each of the Current Facilities, the “Amendments”). The Amendments replace the debt to tangible net worth ratio covenant in each of the Current Facilities with a debt to capitalization ratio covenant that prohibits this ratio from exceeding 0.6 to 1.0.

The foregoing description of the amendments made to the Current Facilities through the execution of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendments, copies of which are filed as exhibits to this Current Report on Form8-K.

Item 8.01. Other Events.

On August20, 2018, the Corporation entered into an Underwriting Agreement, by and among the Corporation and Merrill Lynch, Pierce, Fenner& Smith Incorporated and BNP Paribas Securities Corp., acting as representatives of the several underwriters named therein, with respect to $600 million aggregate principal amount of the Corporation’s 4.250% Senior Notes due 2028 (the “Underwriting Agreement”). The Corporation is filing the Underwriting Agreement as an exhibit to its Registration Statement on FormS-3ASR (File No.333-226545).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

1.1

Underwriting Agreement, dated as of August20, 2018, by and among the Corporation and Merrill Lynch, Pierce, Fenner& Smith Incorporated and BNP Paribas Securities Corp., acting as representatives of the several underwriters named therein.

10.1

Amendment No.1, dated as of August20, 2018, to $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016.

10.2

Amendment No.1, dated as of August20, 2018, to $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016.


FLUOR CORP Exhibit
EX-1.1 2 a18-17875_4ex1d1.htm EX-1.1 Exhibit 1.1   Execution Version   FLUOR CORPORATION   $600,…
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About FLUOR CORPORATION (NYSE:FLR)

Fluor Corporation (Fluor) is a holding company. The Company is a professional services company. The Company provides engineering, procurement, construction, fabrication and modularization, commissioning and maintenance, as well as project management services. It operates in five segments: Oil & Gas, Industrial & Infrastructure, Government, Global Services and Power. Through its Oil & Gas segment, Fluor serves the oil and gas production, processing, and chemical and petrochemical industries. The Industrial & Infrastructure segment provides design, engineering, procurement, construction, operations and maintenance, and project management services. The Government segment is a provider of engineering, construction, logistics, and environmental and nuclear services, among others. The Global Services segment provides a range of solutions to support projects across Fluor groups. In the Power segment, it provides a range of services to the gas-fueled and solid-fueled markets, among others.

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