UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
August 31, 2021
FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Delaware | 001-16129 | 33-0927079 | ||
(STATE OR OTHER JURISDICTION OF INCORPORATION) | (COMMISSION FILE NO.) | (IRS EMPLOYER IDENTIFICATION NO.) |
6700 Las Colinas Blvd. Irving, Texas 75039
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(469) 398-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Securities registered pursuant to 12(b) of the Act: | ||
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered |
Common Stock, $.01 par value per share | FLR | New York Stock Exchange |
| 1.750% Senior Notes due 2023 | FLR 23 | New York Stock Exchange |
| Item 8.01 | Other Events |
On August 31, 2021, Fluor Corporation (the “Company”) issued a press release announcing that it has commenced a cash tender offer (the “Tender Offer”) to purchase its 1.750% Senior Notes due 2023 (the “2023 Notes”) and its 3.500% Senior Notes due 2024 (the “2024 Notes” and, together with the 2023 Notes, the “Notes”) for an aggregate purchase price, excluding accrued interest, of up to $400,000,000; provided that the Company will only accept 2024 Notes up to an aggregate purchase price of $100,000,000. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated August 31, 2021. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release issued by Fluor Corporation on August 31, 2021 announcing commencement of Tender Offer. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLUOR CORPORATION | ||
| By: | /s/ Joseph L. Brennan | |
| Name: Joseph L. Brennan | ||
| Title: Executive Vice President and Chief Financial Officer | ||
August 31, 2021