FLUOR CORPORATION - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Fluor Corporation on September 13, 2011. The filing reports the entry into a material definitive agreement regarding the issuance of new debt securities.
Key Financial Metrics and Debt Obligations
The filing details the creation of a direct financial obligation through the sale of $500 million aggregate principal amount of 3.375% Senior Notes due 2021. The filing text does not provide current revenue, profit, cash flow, or margin data, as this report focuses solely on the debt issuance event.
- Principal Amount: $500 million
- Interest Rate: 3.375%
- Maturity Date: September 15, 2021
- Interest Payment Dates: March 15 and September 15, commencing March 15, 2012
Material Changes and Terms
The primary material change is the execution of a First Supplemental Indenture with Wells Fargo Bank, National Association, as trustee. Key terms include:
- Redemption: The Corporation may redeem the Notes at any time at 100% of the principal amount plus a "make whole" premium.
- Change of Control: Upon a Change of Control Triggering Event, the Corporation must offer to purchase the Notes at 101% of the principal amount plus accrued interest.
- Covenants: The Indenture includes restrictions on liens and sale and leaseback transactions.
- Events of Default: Includes failure to pay interest for 30 days, failure to pay principal when due, covenant breaches for 90 days after notice, and specified bankruptcy or insolvency events.
Guidance, Risks, and Contingencies
The filing does not contain forward-looking guidance, management commentary on operations, or specific risk factors beyond the standard events of default and covenants associated with the Senior Notes. The summary of terms is qualified by reference to the full Base Indenture and Supplemental Indenture.
Investor Verification Checklist
- Verify the full text of the First Supplemental Indenture (Exhibit 4.4) for specific "make whole" premium calculations.
- Review the Base Indenture (referenced in the September 8, 2011 8-K) for complete covenant restrictions.
- Confirm the use of proceeds from the $500 million offering in subsequent financial reports.
- Monitor compliance with the 101% change of control repurchase obligation.