Item 1.01 Entry into a Material Definitive Agreement.
On August 29, 2018, Fluor Corporation (the Corporation), entered into a fifth supplemental indenture (the Fifth Supplemental Indenture) with Wells Fargo Bank, National Association, as trustee (the Trustee), under the Indenture, dated as of September 8, 2011 (the Base Indenture), by and between the Corporation and the Trustee, as previously amended and supplemented by a second supplemental indenture, dated as of June 22, 2012 (the Second Supplemental Indenture and together with the Base Indenture and the Fifth Supplemental Indenture, the Indenture), by and between the Corporation and the Trustee, in connection with the offer and sale of $600 million aggregate principal amount of the Corporations 4.250% Senior Notes due 2028 (the Notes).
The Corporation will pay interest on the Notes on each March 15 and September 15, beginning on March 15, 2019. The Notes will mature on September 15, 2028. The Corporation may, at any time prior to June 15, 2028 redeem the Notes at a redemption price equal to 100% of the principal amount thereof, plus a make whole premium described in the Fifth Supplemental Indenture. On or after June 15, 2028, the Corporation may redeem the Notes at par, plus accrued and unpaid interest.
Upon the occurrence of a Change of Control Triggering Event (as defined in the Fifth Supplemental Indenture), unless the Corporation has already exercised its option to redeem the Notes, the Corporation will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of purchase.
The Notes are subject to the covenants in the Indenture, which include restrictions on liens and restrictions on sale and leaseback transactions as set forth in the Fifth Supplemental Indenture. The Notes contain covenants substantially similar to the Corporations 3.500% notes due 2024.
The Indenture contains customary events of default, including: (a) the failure to pay interest on any Note for 30 days after the interest becomes due; (b) the failure to pay principal or premium, if any, on any Note when it becomes due; (c) the Corporations failure to perform, or its breach of, any other covenant in the Indenture for 90 days after written notice thereof; and (d) the occurrence of a specified event of bankruptcy, insolvency or reorganization involving the Corporation.
If an event of default occurs and is continuing with respect to the Notes, except if the principal has already become due and payable, the Indenture provides that the principal will become due and payable immediately upon written notice to the Corporation by the Trustee or a holder of not less than 25% in aggregate principal amount of the Notes. If at any time after the principal of the Notes has been so declared due and payable (and before any judgment or decree for the payment of the amounts due shall have been obtained or entered), and upon satisfaction of the conditions set forth in the Indenture, the holders of a majority of the aggregate principal amount of the Notes may waive all defaults and rescind and annul such declaration and its consequences.
The above summary of the terms of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, the Second Supplemental Indenture, the Fifth Supplemental Indenture and the form of global note. The Base Indenture is incorporated herein by reference to Exhibit 4.3 to the Corporations Current Report on Form 8-K filed on September 8, 2011. The Second Supplemental Indenture is incorporated herein by reference to Exhibit 4.2 of the Corporations Registration Statement on Form S-3 filed on June 22, 2012. Copies of the Fifth Supplemental Indenture and form of global note are filed herewith as Exhibits 4.1 and 4.2, respectively, and shall be deemed to be incorporated by reference as an exhibit to the Corporations Registration Statement on Form S-3 (File No. 333-226545).