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): July 21, 2020
AECOM
(Exact name of Registrant as specified in its charter)
| Delaware | | 0-52423 | | 61-1088522 |
| (State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
| of Incorporation) | | File Number) | | Identification No.) |
1999 Avenue of the Stars, Suite 2600
Los Angeles, California 90067
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code (213) 593-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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-(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | ACM | | New York Stock Exchange |
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. ¨
Item 8.01. Other Events.
On July 21, 2020, AECOM (the “Company”) issued a press release announcing the completion and final results of its previously announced cash tender offer (the “Offer”) for up to $639 million in aggregate principal amount of its outstanding 5.875% Senior Notes due 2024 (the “2024 Notes”) and 5.125% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes, the “Notes”). The Company has accepted for purchase all of the Notes validly tendered and not validly withdrawn pursuant to the Offer, amounting to $2,748,000 aggregate principal amount of the 2024 Notes and $2,707,000 aggregate principal amount of the 2027 Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
The Company made the Offer at par to satisfy obligations under the indentures governing the Notes relating to the use of certain cash proceeds from the Company’s previously announced disposition of its Management Services business, which was completed on January 31, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
| | AECOM |
| | |
| Dated: July 21, 2020 | By: | /s/ David Y. Gan |
| | | David Y. Gan |
| | | Executive Vice President, Chief Legal Officer |
