LOS ANGELES--(BUSINESS WIRE)--Tutor Perini Corporation (NYSE: TPC) (the “Company”), a leading civil and building construction company, today announced it has priced an offering of $500 million in aggregate principal amount of 6.875% Senior Notes due 2025 (the “notes”) in a private offering. The sale of the notes is expected to be completed on or about April 20, 2017. 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 borrowings under a new revolving credit facility, to repurchase any and all of its outstanding 7.625% Senior Notes due 2018 (the “2018 Notes”) through a tender offer (the “Tender Offer”) announced on April 10, 2017 and subsequent redemption, to pay off its existing term loan and existing revolver and to pay transaction fees and expenses related to the offering. The offering, amount and terms of the notes are subject to market conditions.
The notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes and related guarantees. Any offers of the notes and related guarantees will be made only by means of a private offering circular. The notes and related guarantees have not been 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.
The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated April 10, 2017 (the “Statement”), which has been sent to holders of the 2018 Notes. This press release is not an offer to purchase or a solicitation of an offer to sell any 2018 Notes. The Tender Offer is made only by, and pursuant to the terms of, the Statement. In addition, this press release does not constitute a notice of redemption of the 2018 Notes under the optional redemption provisions of the indenture governing the 2018 Notes.
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 notes offering, the use of proceeds therefrom, the Tender Offer and any redemption of the 2018 Notes. 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.