Tutor Perini Corporation (NYSE: TPC) (the “Company”), a leading civil, building and specialty construction company, announced today that it is offering $400 million in aggregate principal amount of senior notes (the “notes”) in a private offering. The notes will be senior unsecured obligations of the Company and will be guaranteed by certain of its subsidiaries.
The Company intends to use the net proceeds from this offering, together with cash on hand, to redeem or repay $500 million aggregate principal amount of the Company’s 6.875% Senior Notes due May 1, 2025 (the “2025 Notes”) and pay related premiums, accrued interest and fees and expenses associated with such redemption or repayment. The offering, amount and terms of the notes are subject to market conditions. The Company may temporarily invest amounts that are not immediately needed for these purposes in cash or cash equivalents or other short-term investments, including marketable securities.
The notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. The notes and related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
This press release does not constitute a redemption notice with respect to the 2025 Notes and shall not constitute an offer to sell or the solicitation of an offer to buy the notes and the related guarantees, nor shall there be any sale of the notes and the related guarantees 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. Any offers of the notes and related guarantees will be made only by means of a private offering circular.
The Company also announced today that it has entered into an amendment (the “Credit Agreement Amendment”) to the credit agreement governing its senior secured credit facilities. Among other changes, (1) the Company’s revolving credit facility will have its maturity date extended from August 18, 2025 to (a) if any tranche of the Company’s term loan, any incremental term loan or any refinancing term loan (or any related refinancing or replacement) remains outstanding, the earlier of (i) May 20, 2027 and (ii) the date that is ninety (90) days prior to the final maturity of any tranche of the term loan, any incremental term loan or any refinancing term loan (or any related refinancing or replacement) and (b) if no obligations are outstanding with respect to any tranche of the term loan, any incremental term loan or any refinancing term loan, August 18, 2027 and (2) the aggregate commitments in respect of the revolving credit facility will be permanently reduced by $5 million from $175 million to $170 million. The Credit Agreement Amendment is expected to become effective on or around the settlement date of the offering, subject to satisfaction or waiver of the Credit Agreement Amendment’s conditions to effectiveness (including, without limitation, (a) consummation of refinancing of the 2025 Notes with the proceeds of the notes and cash on hand, and (b) the terms of the notes being reasonably satisfactory to the revolving credit lenders). If the Credit Agreement Amendment does not become effective prior to May 15, 2024, the Credit Agreement Amendment will become null and void and the contemplated amendments to the credit agreement will not be effective.
About Tutor Perini Corporation
Tutor Perini Corporation is a leading civil, building and specialty construction company offering diversified general contracting and design-build services to private customers 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 planning and scheduling of manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing and heating, ventilation and air conditioning (HVAC).
