AECOM announces the early settlement of the cash offer for 5.875% Senior Notes due 2024 and the entry into an incremental senior secured credit facility for term loans
LOS ANGELES–(BUSINESS WIRE) – AECOM (NYSE: ACM) (“we”, “us”, “our” or the “Company”), the world’s leading infrastructure consultancy, announced today that in connection with its previously announced public takeover bid (the “Tender”) Offer “) to purchase for cash up to a total purchase price of $ 700,000,000 (excluding accrued and unpaid interest) of its 5.875% outstanding bonds due in 2024 (the” Bonds “), the Company has a total face value of 607,940 .000 USD accepted and purchased banknotes validly submitted and not validly withdrawn on April 6, 2021, 5:00 pm New York time (the “Early Offer Period”). Registered holders (“Holders”) of Notes dated on or were validly submitted and not validly withdrawn prior to the early submission deadline, received the total consideration of $ 1,146.25 per $ 1,000 face value of the bonds offered for sale and accepted for sale plus a Accrued and unpaid interest from the last interest payment until April 13, 2021.
The total purchase price paid by the Company was $ 696,851,225 (the “Purchase Price”) plus accrued and unpaid interest. The amounts paid were funded by the proceeds of the Company’s Term B Facility (as defined below) and cash.
The Company also announced that it has made a change to its existing Senior Secured Credit Facility to add an additional Senior Secured B Credit Facility (the “Term B Facility”) for a total principal amount of $ 700,000,000. The proceeds of the Term B Facility were used to fund a portion of the purchase price on April 13, 2021 and related fees and expenses.
The conditions of the purchase offer and the declaration of consent are in one Offer to purchase and declaration of consent dated March 24, 2021 (as amended, the “Purchase offer and declaration of consent “).
The purchase offer and the solicitation of consent will expire immediately after 11:59 p.m. New York time on April 23, 2021 unless renewed or terminated earlier by the Company (the “Expiration Time”). Holders of Notes that are validly submitted after the Early Surrender Deadline and on or before the Expiration Date and accepted for purchase by the Company in accordance with the Takeover Offer will receive consideration of $ 1,116.25 for every $ 1,000 nominal amount of the Notes offered and accepted , plus accrued and unpaid interest from the date of the last interest payment up to the final settlement date, but exclusively.
Notes submitted as part of the Takeover Offer can no longer be withdrawn, except in certain limited cases where additional rights of withdrawal or withdrawal are required by law.
As already announced, in connection with the declaration of consent (as in the The Company and the US Bank National Association as trustees (the “Trustee”) have received at least a majority of the nominal amount of the Notes on the 6th (the “Supplementary Agreement”) in the contract governing the Notes (the ” Contract ”) which brings into effect certain proposed amendments to the contract. Subject to the terms of the Offer to Purchase and Solicitation of Consent, the Supplementary Agreement became effective upon signature by the Company and the Trustee and became effective after the Company accepted and paid all Notes validly submitted and invalidly withdrawn on or before the Early Offer Date.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful would.
BofA Securities is the dealer manager (the “Dealer Manager”) in the purchase offer and in the solicitation of consent. DF King & Co., Inc. has been appointed to act as the offer and information agent (the “Offer and Information Agent”) for the purchase offer and the solicitation of consent. Questions regarding the offer to buy and solicitation of consent should be directed to BofA Securities at (980) 388-3646 (all calls) or [email protected] Request copies of the The solicitation of an offer and the declaration of consent and other related materials should be directed to DF King & Co., Inc. at (800) 290-6426 (all calls), (212) 232-3233 (banks and brokers), or aecom @ . dfking.com.
Neither the Company, its Board of Directors, the Dealer Manager, the Tender and Information Agent, the Trustee under the Agreement, the Depository Trust Company nor their respective affiliates make any recommendation as to whether or not a holder should make, or deliver, an offer Refrain from issuing any or all of these bearer bonds or consents (as in the Purchase offer and declaration of consent) and neither the company nor any of its affiliates has authorized a person to make such a recommendation. The purchase offer and the declaration of consent are only accepted by Offer to purchase and declaration of consent. The purchase offer and the request for consent are not addressed to holders of bonds in a legal system in which the submission or acceptance of the same would not be compatible with the securities, blue sky or other laws of these legal systems. In any jurisdiction where securities, blue skies, or other law require that the offer to buy and the solicitation of approval be made through a licensed broker or dealer, the offer to buy and solicitation of approval shall be deemed to be on behalf of the company by the dealer manager or one or more registered brokers or dealers licensed under the laws of that jurisdiction.
AECOM (NYSE: ACM) is the world’s leading infrastructure consultancy, offering professional services throughout the project lifecycle – from planning, design and engineering to program and construction management. In projects in the areas of transport, buildings, water, energy and the environment, our public and private customers trust us to solve their most complex challenges. Our teams are driven by a common goal to create a better world through our unmatched technical expertise and innovation, a culture of justice, diversity and inclusion, and our commitment to environmental, social and governance priorities. AECOM is a Fortune 500 company and had fiscal 2020 revenue of $ 13.2 billion with its Professional Services business.
All statements in this release that are not historical facts are “forward-looking statements” within the meaning of federal and state securities laws, including any statements regarding plans, strategies and goals for future operations, profitability, strategic value creation, coronavirus impact, risk profile and investment strategies as well as any statements about future economic conditions or 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 our forward-looking statements. Important factors that could cause our actual results, performance and achievements or industry results to differ materially from the estimates or projections contained in our forward-looking statements include the following: Our business is cyclical and prone to economic downturns and reduced customer spending ; Impact of the coronavirus and related economic instability and market volatility, including the response of governments to the coronavirus, including extended travel times, commercial or similar restrictions, delaying the start or temporary or permanent suspension of construction, infrastructure or other projects, requirements that we removing our employees or employees from the field for their protection, and delays or reductions in planned initiatives by our government or commercial customers or prospects; Losses from fixed price contracts; limited control over the operations conducted by our joint ventures; Liability for misconduct by our employees or consultants; Failure to comply with any law or regulation that applies to our business; Maintaining adequate security and financial standing; high levels of debt and potential inability to service our debts and guarantees; Exposure to Brexit; Exposure to political and economic risks in different countries; Exchange rate fluctuations; Retaining and recruiting key personnel and executives; Legal claims; insufficient insurance coverage; Compliance with environmental laws and adequate compensation in the nuclear field; unexpected adjustments and cancellations related to our backlog; Partners and third parties who may fail to meet their legal obligations; AECOM Capital real estate development projects; Management of pension costs; Cybersecurity issues, IT outages, and data protection; Risks associated with the benefits and costs of the Power Transaction and other recent acquisitions and disposals, including the risk that the anticipated benefits of such transactions or a contingent purchase price will not be realized in full or at all within the expected time frame; the risk that the costs of restructuring transactions and other costs associated with recent acquisitions and disposals 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 contained in our reports filed with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this release. We do not intend and assume no obligation to update forward-looking statements.