Parsons’ $800 Million Convertible Senior Note Offering
February 23 2024 - 7:00AM
Parsons Corporation (NYSE: PSN) announced today the full exercise
of the $100 million option to purchase additional notes granted to
the initial purchasers in its private offering of 2.625%
convertible senior notes due in 2029, increasing the aggregate
principal amount of notes to be issued by the company to $800
million. In connection with the exercise of the option, Parsons
entered into additional capped call transactions with certain of
the initial purchasers, their respective affiliates, and other
financial institutions. The offering was made to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933 as amended. Parsons also confirmed
that its Board of Directors has refreshed the Corporation’s stock
repurchase authority to an amount of $100 million and removed the
quarterly $25 million cap on such repurchases.
“Parsons has the right team and the right portfolio at the right
time to deliver the innovative solutions in national security and
global infrastructure that our customers need and our world
demands,” said Carey Smith, Parsons’ Chair, President, and Chief
Executive Officer. “This transaction enables us to continue
investing in organic and inorganic growth. Our successful
acquisition strategy delivered three acquisitions in 2023; we will
continue our M&A momentum forward, staying consistent with our
strict financial criteria and differentiation through technology
and geography as a priority for our future inorganic growth.”
The notes were offered only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the notes and any shares of
common stock issuable upon conversion of the notes have not been,
and will not be, registered under the Securities Act or any other
securities laws, and the notes and any such shares cannot be
offered or sold absent registration or except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any other
applicable securities laws. This press release does not constitute
an offer to sell, or the solicitation of an offer to buy, the notes
or any shares of common stock issuable upon conversion of the
notes, nor will there be any sale of the notes or any such shares,
in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
About Parsons: Parsons (NYSE: PSN) is a leading
disruptive technology provider in the national security and global
infrastructure markets, with capabilities across cyber and
intelligence, space and missile defense, transportation,
environmental remediation, urban development, and critical
infrastructure protection. Please visit parsons.com and follow
us on LinkedIn and Facebook to learn how we're making an
impact.
Forward-Looking Statements:This document
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on our current expectations, beliefs and
assumptions, and are not guarantees of future performance.
Forward-looking statements are inherently subject to uncertainties,
risks, changes in circumstances, trends and factors that are
difficult to predict, many of which are outside of our control.
Accordingly, actual performance, results and events may vary
materially from those indicated in the forward-looking statements,
and you should not rely on the forward-looking statements as
predictions of future performance, results or events. Numerous
factors could cause actual future performance, results and events
to differ materially from those indicated in the forward-looking
statements, including, among others: any issue that compromises our
relationships with the U.S. federal government or its agencies or
other state, local or foreign governments or agencies; any issues
that damage our professional reputation; changes in governmental
priorities that shift expenditures away from agencies or programs
that we support; our dependence on long-term government contracts,
which are subject to the government’s budgetary approval process;
the size of our addressable markets and the amount of government
spending on private contractors; failure by us or our employees to
obtain and maintain necessary security clearances or
certifications; failure to comply with numerous laws and
regulations; changes in government procurement, contract or other
practices or the adoption by governments of new laws, rules,
regulations and programs in a manner adverse to us; the termination
or nonrenewal of our government contracts, particularly our
contracts with the U.S. federal government; our ability to compete
effectively in the competitive bidding process and delays, contract
terminations or cancellations caused by competitors’ protests of
major contract awards received by us; our ability to generate
revenue under certain of our contracts; any inability to attract,
train or retain employees with the requisite skills, experience and
security clearances; the loss of members of senior management or
failure to develop new leaders; misconduct or other improper
activities from our employees or subcontractors; our ability to
realize the full value of our backlog and the timing of our receipt
of revenue under contracts included in backlog; changes in the mix
of our contracts and our ability to accurately estimate or
otherwise recover expenses, time and resources for our contracts;
changes in estimates used in recognizing revenue; internal system
or service failures and security breaches; and inherent
uncertainties and potential adverse developments in legal
proceedings, including litigation, audits, reviews and
investigations, which may result in materially adverse judgments,
settlements or other unfavorable outcomes. These factors are not
exhaustive and additional factors could adversely affect our
business and financial performance. For a discussion of additional
factors that could materially adversely affect our business and
financial performance, see the factors included under the caption
“Risk Factors” in our Registration Statement on Form S-1 and our
other filings with the Securities and Exchange Commission. All
forward-looking statements are based on currently available
information and speak only as of the date on which they are made.
We assume no obligation to update any forward-looking statement
made in this presentation that becomes untrue because of subsequent
events, new information or otherwise, except to the extent we are
required to do so in connection with our ongoing requirements under
federal securities laws.
Media Contact:Bernadette MillerMobile: +1
980.253.9781bernadette.miller@parsons.com
Investor Relations Contact:Dave Spille+1
703.775.6191Dave.Spille@parsons.com
Parsons (NYSE:PSN)
Historical Stock Chart
From Apr 2024 to May 2024
Parsons (NYSE:PSN)
Historical Stock Chart
From May 2023 to May 2024