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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 4, 2022
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-16129 | | 33-0927079 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification
Number) |
| | | | | | | | | | | |
| 6700 Las Colinas Blvd. | | |
| Irving, | Texas | | 75039 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (469) 398-7000
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-2(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, $.01 par value per share | FLR | New York Stock Exchange |
| 1.750% Senior Notes due 2023 | FLR 23 | 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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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. o
Item 8.01 Other Events.
On April 4, 2022, Fluor Corporation (the “Corporation”) issued a press release announcing that Japan Bank for International Cooperation (“JBIC”) through Japan NuScale Innovation, LLC (“JNI”), a special purpose investment entity that also includes JGC Holdings Corporation and IHI Corporation, has purchased a preferred equity position in NuScale Power, LLC (“NuScale”) for $110 million from the Corporation’s wholly owned subsidiary, Fluor Enterprises, Inc. The transaction is based on an approximate $1.9 billion equity valuation for NuScale.
After giving effect to JBIC’s investment and the currently pending merger of NuScale with Spring Valley Acquisition Corporation, JNI is expected to hold an approximate 8 to 9 percent ownership position in NuScale. JBIC’s investment is subject to review by the Committee on Foreign Investment in the United States, and can be rescinded if the committee does not approve the transaction or if the merger with Spring Valley is terminated or materially amended.
A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit
Number | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101. |
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.
Date: April 4, 2022
| | | | | | | | |
| FLUOR CORPORATION |
| | |
| | By: | /s/ John R. Reynolds |
| | | John R. Reynolds |
| | | Executive Vice President, Chief Financial Officer and Secretary |
| | | | | | | | |
| Fluor Corporation | Brian Mershon | Exhibit 99.1 |
| 6700 Las Colinas Blvd | Media Relations | |
| Irving, Texas 75039 | 469.398.7621 | |
| 469.398.7000 | | |
| Jason Landkamer | |
| Investor Relations | |
| 469.398.7222 | |
Fluor Announces Japan Bank for International Cooperation Investment of $110 Million into NuScale Power
IRVING, Texas (April 4, 2022) – Fluor Corporation (NYSE: FLR) announced today that Japan Bank for International Cooperation (JBIC), through Japan NuScale Innovation, LLC, a special purpose investment entity that also includes JGC Holdings Corporation (JGC) and IHI Corporation (IHI), has purchased a preferred equity position in NuScale Power, LLC, (NuScale) for $110 million from Fluor and other existing NuScale investors. The transaction is based on an approximate $1.9 billion equity valuation for NuScale.
Following the sale and the currently pending merger of NuScale with Spring Valley Acquisition Corporation, Japan NuScale Innovation, LLC, is expected to hold approximately 8 to 9 percent of NuScale. Fluor will continue to hold a majority interest in NuScale and assist in achieving full commercialization and perform work to advance the Carbon Free Power Project in Idaho.
“This strategic investment by JBIC, together with previous Japanese investments by JGC and IHI, further validates the successful 11-year, $1.3 billion private-public partnership of Fluor, NuScale and the U.S. Department of Energy,” said David Constable, chief executive officer, Fluor. “The newly-formed Japanese private-public partnership, along with other strategic investors, provides a strong financial and execution-ready platform for the widespread deployment of safe, affordable, carbon-free energy solutions.”
The United States and Japan launched the U.S.-Japan Climate Partnership and the U.S.-Japan Competitiveness and Resilience Partnership. These cooperation agreements, confirmed on April 16, 2021, include the importance of advanced energy technologies such as small modular reactors as a vital component to a clean energy future.
These important cooperation agreements have helped to strengthen commercial partnerships, resolve market barriers, support economic growth, job creation, and energy security, and improve research and
development to promote innovative reactor technology development. They serve as a foundation for United States-Japan nuclear energy cooperation and reaffirm the strong history of collaboration between the United States and Japan on nuclear energy issues.
Fluor has been serving the nuclear industry for more than 70 years, having provided design and construction support for more than 25 nuclear plants, and nearly 100 million hours of nuclear operations and maintenance work.
About Fluor Corporation
Fluor Corporation (NYSE: FLR) is building a better future by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 41,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $12.4 billion in 2021 and is ranked 196 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 110 years. For more information, please visit www.fluor.com or follow Fluor on Twitter, LinkedIn, Facebook and YouTube.
