AECOM announces early results of cash tender offer for 5.875% senior notes due 2024

AECOM (NYSE: ACM) (“we,” “us,” “our” or the “Company”), the world’s premier infrastructure consulting firm, today announced the results, as of 5:00 p.m., New York City time, on April 6, 2021 (the “Early Tender Deadline” or “Withdrawal Deadline”, as applicable), of its previously announced tender offer (the “Tender Offer”) to purchase for cash up to $500 million aggregate purchase price (not including any accrued and unpaid interest, and as such amount may be increased or decreased by the Company, the “Aggregate Maximum Purchase Price”) of its outstanding 5.875% Senior Notes due 2024 (the “Notes”).

The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated March 24, 2021 (the “Offer to Purchase and Consent Solicitation Statement”). The following table summarizes the material terms of the Tender Offer and the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. We reserve the right, but are under no obligation, to increase or decrease the Aggregate Maximum Purchase Price at any time, in each case without extending the Early Tender Deadline, the Withdrawal Deadline or the Expiration Time (as defined below) for the Tender Offer or otherwise reinstating withdrawal or revocation rights of Holders (as defined below), subject to applicable law, which could result in us purchasing a greater or lesser amount of Notes in the Tender Offer. There can be no assurance that we will exercise our right to increase or decrease the Aggregate Maximum Purchase Price. If we increase or decrease the Aggregate Maximum Purchase Price, we do not expect to extend the Withdrawal Deadline, subject to applicable law.

The consummation of the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including the Company entering into a new senior secured term loan credit facility on terms and conditions satisfactory to the Company, the net proceeds of which, together with cash on hand, are sufficient to fund the purchase of the Notes validly tendered and accepted for purchase.

Registered holders (each, a “Holder” and, collectively, the “Holders”) of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest on such Notes from the last date on which interest has been paid to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable. The Early Settlement Date is currently expected to be on or about April 13, 2021, unless extended or earlier terminated by us with respect to the Tender Offer in our sole discretion (the “Early Settlement Date”).

The Tender Offer and the Consent Solicitation will expire immediately after 11:59 p.m., New York City time, on April 20, 2021, unless extended or earlier terminated by the Company (the “Expiration Time”). Holders of Notes that are validly tendered on or prior to the Expiration Time and accepted for purchase by the Company pursuant to the Tender Offer will receive the Tender Offer Consideration set forth in the table above. No tenders submitted after the Expiration Time will be valid. The deadline for holders to validly withdraw tenders of Notes was 5:00 p.m., New York City time, on April 6, 2021. Accordingly, Notes tendered in the Tender Offer may no longer be withdrawn, except in certain limited circumstances where additional withdrawal or revocation rights are required by law.

In connection with the Tender Offer, the Company also announced the results of its previously announced solicitation of consents (the “Consents”) from holders of Notes (the “Consent Solicitation”) to proposed amendments to the indenture governing the Notes (the “Indenture”), providing for, among other things, the elimination of substantially all of the restrictive covenants and certain events of default under the Indenture with respect to the Notes and the modification of certain notice requirements for redemption of the Notes by the Company (the “Proposed Amendments”). In order for the Proposed Amendments to be adopted with respect to the Notes, Consents must be received in respect of at least a majority of the principal amount (the “Requisite Consents”) of the Notes then outstanding (excluding any Notes owned by the Company or its affiliates). As the Requisite Consents have been received, the Company has executed and delivered to the Trustee (as defined below) a supplemental indenture (the “Supplemental Indenture”) to the Indenture giving effect to the Proposed Amendments. The Supplemental Indenture became effective upon execution by the Company, the guarantors from time to time party to the Indenture and U.S. Bank National Association, as trustee (the “Trustee”) and the Proposed Amendments will become operative upon the Company accepting and making payment for all Notes tendered by the Early Settlement Date.

Subject to all conditions to the Tender Offer and the Consent Solicitation having been either satisfied or waived, the Company will purchase Notes that have been validly tendered (with Consents that have been validly delivered) and not validly withdrawn (or Consents revoked) after the Early Tender Deadline and on or prior to the Expiration Time, subject to the Aggregate Maximum Purchase Price. The Final Settlement Date (the “Final Settlement Date”) is expected to occur on April 22, 2021, two business days following the Expiration Time, assuming that the conditions to the Tender Offer and the Consent Solicitation are satisfied or waived.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

BofA Securities is the dealer manager (the “Dealer Manager”) in the Tender Offer and the Consent Solicitation. D.F. King & Co., Inc. has been retained to serve as the tender and information agent (the “Tender and Information Agent”) for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to BofA Securities at (980) 388-3646 (all call) or debt_advisory@bofa.com. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to D.F. King & Co., Inc. at (800) 290-6426 (all call), (212) 232-3233 (Banks and Brokers) or at aecom@dfking.com.

None of the Company, its board of directors, the Dealer Manager, the Tender and Information Agent, the Trustee under the Indenture, the Depository Trust Company nor any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder’s Notes or the Consents, and none of the Company nor any of its affiliates has authorized any person to make any such recommendation. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Notes 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. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About AECOM

AECOM (NYSE: ACM) is the world’s premier infrastructure consulting firm, delivering professional services throughout the project lifecycle – from planning, design and engineering to program and construction management. On projects spanning transportation, buildings, water, energy and the environment, our public- and private-sector clients trust us to solve their most complex challenges. Our teams are driven by a common purpose to deliver a better world through our unrivaled technical expertise and innovation, a culture of equity, diversity and inclusion, and a commitment to environmental, social and governance priorities. AECOM is a Fortune 500 firm and its Professional Services business had revenue of $13.2 billion in fiscal year 2020.

Forward-Looking Statements

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