logo
AECOM announces cash tender offer for any and all 5.125% Senior Notes due 2027

AECOM announces cash tender offer for any and all 5.125% Senior Notes due 2027

National Post15-07-2025
Article content
DALLAS — AECOM (NYSE: ACM) today announced that it has commenced a cash tender offer (the 'Tender Offer') for any and all of its $997,293,000 principal amount outstanding 5.125% Senior Notes due 2027 (the 'Notes'). A comprehensive description of the terms of the Tender Offer is included in AECOM's Offer to Purchase, dated July 15, 2025 (the 'Offer to Purchase'), and the related Notice of Guaranteed Delivery (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Offer Documents').
Article content
The following table summarizes the material pricing terms of the Tender Offer, which is being made upon, and is subject to, the terms and conditions set forth in the Offer Documents.
Article content
The Tender Offer will expire at 5:00 p.m., New York City time, on July 21, 2025, unless extended or earlier terminated by AECOM (the 'Expiration Date'). No tenders submitted after the Expiration Date will be valid unless delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase at or prior to 5:00 p.m., New York City time, on July 23, 2025 (the 'Guaranteed Delivery Date'). Tenders of Notes may be withdrawn any time at or prior to 5:00 p.m., New York City time, on July 21, 2025, by following the procedures described in the Offer to Purchase.
Article content
The consideration (the 'Total Consideration') offered for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to December 15, 2026, based on the bid-side price of the Reference Security specified in the table above, as quoted on the Bloomberg Bond Trader PX4 page as of 11:00 a.m., New York City time, on July 21, 2025, unless extended or earlier terminated by AECOM. In addition to the Total Consideration, AECOM will also pay accrued and unpaid interest up to, but not including, the Initial Settlement Date (as defined below). The settlement date for Notes validly tendered and not validly withdrawn and accepted for purchase and delivered at or prior to the Expiration Date is expected to be July 22, 2025, the next business day after the Expiration Date (the 'Initial Settlement Date'). The settlement date for Notes delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be July 24, 2025, the next business day after the Guaranteed Delivery Date (the 'Guaranteed Delivery Settlement Date'). For the avoidance of doubt, accrued interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Tender Offer, whether such Notes are purchased on the Initial Settlement Date or the Guaranteed Delivery Settlement Date.
Article content
Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Date, and tender their Notes at or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), in accordance with the instructions set forth in the Offer to Purchase, in order to be eligible to receive the Total Consideration.
Article content
AECOM's obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, AECOM having raised net proceeds from its concurrently commenced offering of $1,000,000,000 in aggregate principal amount of its senior unsecured notes due 2033 (the 'New Notes Offering'), which, together with cash on hand or other immediately available funds, are sufficient to fund the purchase of all Notes validly tendered and accepted for purchase in the Tender Offer (such condition, the 'Financing Condition').
Article content
In addition, concurrently with the pricing of the New Notes Offering, the Company intends to issue a conditional notice of redemption to the holders of the Notes to redeem any and all Notes that remain outstanding after completion of the Tender Offer at a make-whole redemption price based on a make-whole spread of 50 basis points over the yield of the Reference Security specified above, calculated pursuant to the applicable provisions of the indenture governing the Notes, plus accrued and unpaid interest to, but not including, the date of redemption. The date of redemption is expected to be August 14, 2025 (the 'Redemption Date'). The redemption of any and all Notes that remain outstanding after completion of the Tender Offer will be made in accordance with the provisions of the Indenture, and will be conditioned upon the satisfaction of the Financing Condition.
Article content
The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. AECOM reserves the right, subject to applicable law, in its sole discretion, to: (i) waive any and all conditions to the Tender Offer at any time and from time to time; (ii) extend or terminate the Tender Offer; or (iii) otherwise amend the Tender Offer in any respect. AECOM is not soliciting consents from holders of securities in connection with the Tender Offer.
Article content
AECOM has retained BofA Securities to act as exclusive Dealer Manager for the Tender Offer. D.F. King and Co., Inc. has been retained to serve as both the tender and information agent (the 'Tender and Information Agent') for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: BofA Securities at debt_advisory@bofa.com (email), (888) 292-0070 (toll free) or (646) 743-2120 (collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King and Co., Inc. at aecom@dfking.com (email), (888) 887-0082 (U.S. Toll Free), (212) 365-6884 (Banks and Brokers).
Article content
Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at the following web address: www.dfking.com/AECOM.
Article content
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities, or a notice of redemption of the Notes. The Tender Offer is being made solely pursuant to the Offer Documents, which set forth the complete terms and conditions of the Tender Offer. The Tender Offer is not being made to, nor will AECOM accept tenders of Notes from, holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Article content
None of AECOM, its affiliates, their respective board of directors, the Dealer Manager, the trustee of the Notes or the Tender and Information Agent makes any recommendation to any holder of Notes in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
Article content
About AECOM
Article content
AECOM (NYSE: ACM) is the global infrastructure leader, committed to delivering a better world. As a trusted professional services firm powered by deep technical abilities, we solve our clients' complex challenges in water, environment, energy, transportation and buildings. Our teams partner with public- and private-sector clients to create innovative, sustainable and resilient solutions throughout the project lifecycle – from advisory, planning, design and engineering to program and construction management. AECOM is a Fortune 500 firm that had revenue of $16.1 billion in fiscal year 2024.
Article content
Cautionary Note Regarding Forward-Looking Statements
Article content
All statements in this press release other than statements of historical fact are 'forward-looking statements' for purposes of federal and state securities laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, capital allocation strategy including stock repurchases, risk profile and investment strategies, and any statements regarding future economic conditions or performance, and the expected financial and operational results of AECOM. Although AECOM believes that the expectations reflected in these forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of these forward-looking statements. Important factors that could cause AECOM's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in these forward-looking statements include, but are not limited to, the following: AECOM's business is cyclical and vulnerable to economic downturns and client spending reductions; potential government shutdowns, changes in administration or other funding directives and circumstances that may cause governmental agencies to modify, curtail or terminate AECOM's contracts; government contracts are subject to audits and adjustments of contractual terms; long-term government contracts and subject to uncertainties related to government contract appropriations; losses under fixed-price contracts; limited control over operations that run through AECOM's joint venture entities; liability for misconduct by AECOM's employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to AECOM's business; maintaining adequate surety and financial capacity; potential high leverage and inability to service AECOM's debt and guarantees; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to AECOM's backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital real estate development; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the sale of AECOM's Management Services and self-perform at-risk civil infrastructure, power construction and oil and gas construction businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect; as well as other additional risks and factors that could cause actual results to differ materially from these forward-looking statements set forth in AECOM's reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date hereof. AECOM does not intend, and undertakes no obligation, to update any forward-looking statement.
Article content
Article content
Article content
Article content
Media Contact:
Article content
Article content
Brendan Ranson-Walsh
Article content
Article content
213-996-2367
Article content
Article content
Brendan.Ranson-Walsh@aecom.com
Article content
Investor Contact:
Article content
Article content
Will Gabrielski
Article content
Article content
Article content
Article content
Orange background

Try Our AI Features

Explore what Daily8 AI can do for you:

Comments

No comments yet...

Related Articles

Mountain Valley MD Holdings Announces Changes to Board of Directors
Mountain Valley MD Holdings Announces Changes to Board of Directors

National Post

time27 minutes ago

  • National Post

Mountain Valley MD Holdings Announces Changes to Board of Directors

Article content TORONTO — Mountain Valley MD Holdings Inc. (the 'Company' or 'MVMD') (CSE: MVMD) (OTCQB: MVMDF) (FRA: 20MP) is pleased to announce the appointment of David Batchelor to its board of directors. Article content David Batchelor is a seasoned organizational strategist and business transformation expert with more than 25 years of experience advising executive teams and boards on performance improvement, financial discipline, and enterprise value creation. His work spans a wide range of industries—including finance, healthcare, consumer goods, technology, and manufacturing—and includes engagements with global leaders such as Cisco, Coca-Cola, IBM, Merck, Bayer, and Johnson & Johnson. David brings a unique blend of systems thinking, operational insight, and financial acumen to drive results at the intersection of strategy and execution. Article content Article content With a strong foundation in governance and performance science, David is particularly skilled in helping organizations optimize capital allocation, align leadership structures, and implement high-leverage interventions that improve profitability and accountability. His academic background includes a Master's degree in Distributed Learning (Organizational Leadership), undergraduate studies in Management Science, and CMA coursework. As a published author and educator, he has held faculty and program leadership roles at the Schulich Executive Education Centre (York University) and Royal Roads University. David is known for his practical, people-centric approach to driving sustainable business success. Article content 'We are very excited to have David Batchelor join our board of directors at this important time in MVMD's development,' stated Dennis Hancock, President and CEO of MVMD. 'David brings a proven track record in business growth, governance, and financial management that aligns perfectly with our priorities for growth, commercialization, and disciplined capital deployment.' Article content The Company also announces the resignations of Kevin Puloski and Nancy Richardson as directors of the Company. Article content Mr. Hancock continued: 'As we continue to advance our strategic priorities, including commercialization and capital market initiatives, we're making important enhancements to the composition of our Board. We extend our thanks to the outgoing directors for their contributions and wish them well. The newly appointed director brings relevant perspectives and complementary strengths, reinforcing our commitment to disciplined execution and long-term value creation.' Article content ABOUT MOUNTAIN VALLEY MD HOLDINGS INC. Article content Mountain Valley MD is building a world-class organization centered around the implementation, licensing and reselling of key technologies and formulations: Article content Consistent with its vision towards 'More Life', MVMD applies its owned and licensed technologies to its work for advanced delivery of molecules for human and husbandry animal applications, including the development of products for pain management, weight loss, energy, focus, sleep, anxiety, and more. Additionally, MVMD's work with Agrarius is focused on generating a positive impact on crop yields and reducing fertilizer usage. Article content MVMD's patented Quicksome™ technology utilizes proprietary formulations and stabilizing molecules to encapsulate and formulate active ingredients into highly efficient product formats. The result is a new generation of product formulations that could be capable of delivering nutraceutical and drug molecules into the body faster, with greater impact, efficiency and accuracy. Article content MVMD's patented Quicksol™ technology covers all highly solubilized macrocyclic lactones that could be effectively applied in multiple viral applications that could positively impact human and animal health globally. MVMD's licensed Agrarius™ agricultural plant signaling technology is designed to be applied to crops to naturally increase yields, reduce fertilizer usage, and increase general resilience to pests and climate change. Article content Certain statements contained in this news release may constitute forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as 'anticipate', 'plan', 'estimate', 'expect', 'may', 'will', 'intend', 'should', and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Article content The Company's actual results could differ materially from those anticipated in this forward-looking information as a result of regulatory decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions, and other factors, many of which are beyond the control of the Company. Article content The Company believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents the Company's expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation. Article content Article content Article content Article content Contacts Article content For further information: Article content Article content Dennis Hancock Article content Article content Article content Mountain Valley MD Holdings Inc. Article content Article content Article content Email: Article content Article content Article content Article content

Coal company wins $142.8-million from Alberta government over policy flip-flop
Coal company wins $142.8-million from Alberta government over policy flip-flop

Globe and Mail

time2 hours ago

  • Globe and Mail

Coal company wins $142.8-million from Alberta government over policy flip-flop

A coal company that was suing Alberta as part of a $16-billion lawsuit has reached a $142.8-million settlement over the government's flip-flop on coal policy. Atrum Coal Ltd. has agreed to drop its lawsuit and surrender its coal leases back to the government in exchange for the cash, according to a notice on the company's website. The province paid Atrum $136.8-million earlier this month, but will retain $6-million of the full settlement amount until reclamation works on the site are complete. Atrum said in the notice it would distribute the proceeds of the settlement to its shareholders, minus obligations such as taxes, director compensation, legal fees and amounts needed to cover reclamation works. Details of those amounts and timelines will be released at a later date. The company is one of two that have reached settlements with the province. The other is Evolve Power Ltd. (formerly Montem Resources Ltd.), though it has not yet posted details on its deal with the province. The Alberta government has not yet answered questions from The Globe and Mail about the Atrum settlement. Alberta regulator approves controversial coal exploration applications at Grassy Mountain At the heart of the lawsuits was a series of changes made to provincial coal policy by the United Conservative Party government. In 2020, it nixed land protection rules that dated back to 1976, prompting a furious public backlash that forced the government to reverse its decision the following year. The government then cancelled leases earmarked for potential new mines and declared an indefinite moratorium on coal exploration. In January this year, the Alberta government scrapped the series of ministerial orders that banned coal development in the foothills of the Rocky Mountains, returning to an older policy that in part relies on land categories to govern where mines are built. Companies that had already spent millions developing mine plans moved to recoup some of those costs by suing the province. The result was two lawsuits: one filed in 2023, the other in 2024. The first suit was a joint case involving four separate submissions to Alberta's Court of King's Bench by Evolve, Atrum and its subsidiary Elan Coal Ltd., Cabin Ridge Project Ltd. and Black Eagle Mining Corp. All were pursuing mines for metallurgical coal, which is used for making steel. The other suit was filed in June, 2024, by Northback Holdings Corp. It argued that the joint federal-provincial review of its proposed Grassy Mountain mine in the Crowsnest Pass was flawed and that dozens of provincial officials acted in bad faith when they 'consistently assured Northback that the Grassy Mountain Project would be subject to a fair and transparent regulatory process.'

DOWNLOAD THE APP

Get Started Now: Download the App

Ready to dive into a world of global content with local flavor? Download Daily8 app today from your preferred app store and start exploring.
app-storeplay-store