Fluor Corp S-3ASR, filed Feb 22, 2022

Fluor Corp (FLR)

S-3ASR 2022-02-22

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	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		2
FLUOR CORPORATION		2
WHERE YOU CAN FIND MORE INFORMATION		2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
RISK FACTORS		4
USE OF PROCEEDS		4
DESCRIPTION OF THE DEBT SECURITIES		4
DESCRIPTION OF CAPITAL STOCK		14
DESCRIPTION OF OTHER SECURITIES		16
PLAN OF DISTRIBUTION		17
VALIDITY OF THE SECURITIES		18
EXPERTS		18

	Securities and Exchange Commission registration fee					(1)
	Printing fees					(2)
	Legal fees and expenses					(2)
	Accounting fees and expenses					(2)
	Transfer Agent’s fees					(2)
	Trustee’s fees and expenses					(2)
	Rating agency fees					(2)
	Miscellaneous					(2)
	Total					(2)

	Exhibit Number			Description of Exhibit
	1.1*			Form of Underwriting Agreement.
	4.1			Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 8, 2012).
	4.2			Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on February 9, 2016).
	4.3			Senior Debt Securities Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of September 8, 2011 (incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on September 8, 2011).
	4.4			Second Supplemental Indenture, dated June 22, 2012, between Fluor Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-3 ASR (File No. 333-182283), filed on June 22, 2012).

	Exhibit Number			Description of Exhibit
	4.5			Third Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of November 25, 2014 (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (Commission file number 1-16129) filed on November 25, 2014).
	4.6			Fourth Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of March 21, 2016 (incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K (Commission file number 1-16129) filed on March 21, 2016).
	4.7			Fifth Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of August 29, 2018 (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (Commission file number 1-16129) filed on August 29, 2018).
	4.8			Form of Senior Indenture.
	4.9			Form of Subordinated Debt Indenture (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-3 ASR (File No. 333-156137), filed on December 15, 2008).
	4.10			Specimen of Certificate Representing Fluor Corporation’s Common Stock (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form 10/A (Amendment No. 1) filed on November 22, 2000).
	4.11			Certificate of Designations, Preferences, and Rights of Series A 6.50% Cumulative Perpetual Convertible Preferred Stock of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K (Commission file number 1-16129) filed on May 18, 2021).
	4.12*			Form of Preferred Stock Certificate.
	4.13*			Form of Depositary Agreement (including form of depositary receipt).
	4.14*			Form of Warrant Agreement (including form of warrant).
	4.15*			Form of Purchase Contract Agreement.
	4.16*			Form of Unit Agreement.
	5.1			Opinion of Gibson, Dunn & Crutcher LLP.
	23.1			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23.2			Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
	24.1			Powers of Attorney (set forth on signature page).
	25.1**			Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 with respect to the Trustee for the Senior Debt Indenture.
	25.2**			Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 with respect to the Trustee for the Subordinated Debt Indenture.
	107			Filing Fee Table

				FLUOR CORPORATION
				By:			/s/ John R. Reynolds John R. Reynolds Executive Vice President, Chief Legal Officer and Secretary

Signature	Title	Date
/s/ DAVID E. CONSTABLE David E. Constable	Chief Executive Officer and Director (Principal Executive Officer)	February 22, 2022
/s/ JOSEPH L. BRENNAN Joseph L. Brennan	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 22, 2022
/s/ JOHN C. REGAN John C. Regan	Executive Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	February 22, 2022
/s/ ALAN L. BOECKMANN Alan L. Boeckmann	Executive Chairman	February 22, 2022
/s/ ALAN M. BENNETT Alan M. Bennett	Director	February 22, 2022
/s/ ROSEMARY T. BERKERY Rosemary T. Berkery	Director	February 22, 2022

SECTION OF ACT	SECTION OF INDENTURE
310(a)(1)	6.10
310(a)(2)	6.10
310(a)(3)	N/A
310(a)(4)	N/A
310(a)(5)	6.10
310(b)	6.10
310(c)	N/A
311(a)	6.11
311(b)	6.11
311(c)	N/A
312(a)	4.01
312(b)	4.02(b)
312(c)	4.02(c)
313(a)	6.06
313(b)	6.06
313(c)	6.06
313(d)	6.06
314(a)	3.04 and 4.03
314(b)	N/A
314(c)(1)	2.04 and 11.05
314(c)(2)	2.04 and 11.05
314(c)(3)	N/A
314(d)	N/A
314(e)	11.05
315(a)	6.01(b)
315(b)	6.05
315(c)	6.01(a)
315(d)	6.01(c)
315(e)	5.10
316(a)(1)(A)	5.08
316(a)(1)(B)	5.09
316(a)(2)	N/A
316(b)	5.06
316(c)	2.07
317(a)(1)	5.02
317(a)(2)	5.02
317(b)	3.02 and 3.03
318(a)	11.07

Article 1 DEFINITIONS			1

	Section 1.01	Certain Terms Defined	1

Article 2 SECURITIES			5

	Section 2.01	Forms Generally	5
	Section 2.02	Form of Trustee’s Certificate of Authentication	5
	Section 2.03	Amount Unlimited; Issuable in Series	5
	Section 2.04	Authentication and Delivery of Securities	8
	Section 2.05	Execution of Securities	9
	Section 2.06	Certificate of Authentication	9
	Section 2.07	Denomination and Date of Securities; Payments of Interest	9
	Section 2.08	Registration, Registration of Transfer and Exchange	10
	Section 2.09	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	11
	Section 2.10	Cancellation of Securities	12
	Section 2.11	Temporary Securities	12
	Section 2.12	Securities in Global Form	13
	Section 2.13	CUSIP Numbers	13

Article 3 COVENANTS OF THE COMPANY			13

	Section 3.01	Payment of Principal and Interest	13
	Section 3.02	Offices for Payment, Etc.	14
	Section 3.03	Paying Agents	14
	Section 3.04	Compliance Certificate	15

Article 4 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY			15

	Section 4.01	Company to Furnish Trustee Information as to Names and Addresses of Securityholders	15
	Section 4.02	Preservation and Disclosure of Securityholders’ Lists	15
	Section 4.03	Reports by the Company	16

Article 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT			17

	Section 5.01	Event of Default Defined; Acceleration of Maturity; Waiver of Default	17
	Section 5.02	Collection of Indebtedness by Trustee; Trustee May Prove Debt	19
	Section 5.03	Application of Proceeds	20
	Section 5.04	Restoration of Rights on Abandonment of Proceedings	21
	Section 5.05	Limitations on Suits by Securityholders	21
	Section 5.06	Unconditional Right of Securityholders to Institute Certain Suits	21
	Section 5.07	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	22
	Section 5.08	Control by Securityholders	22
	Section 5.09	Waiver of Defaults	22
	Section 5.10	Right of Court to Require Filing of Undertaking to Pay Costs	23
	Section 5.11	Suits for Enforcement	23

Article 6 CONCERNING THE TRUSTEE			23

	Section 6.01	Duties of Trustee	23
	Section 6.02	Rights of Trustee	24
	Section 6.03	Individual Rights of Trustee	25
	Section 6.04	Trustee’s Disclaimer	26
	Section 6.05	Notice of Defaults	26
	Section 6.06	Reports by Trustee to Holders	26
	Section 6.07	Compensation and Indemnity	26
	Section 6.08	Replacement of Trustee	27
	Section 6.09	Successor Trustee by Merger	28
	Section 6.10	Eligibility; Disqualification	28
	Section 6.11	Preferential Collection of Claims Against Company	28

Article 7 CONCERNING THE SECURITYHOLDERS			28

	Section 7.01	Evidence of Action Taken by Securityholders	28
	Section 7.02	Proof of Execution of Instruments	28
	Section 7.03	Holders to Be Treated as Owners	29
	Section 7.04	Securities Owned by Company Deemed Not Outstanding	29
	Section 7.05	Right of Revocation of Action Taken	29

Article 8 SUPPLEMENTAL INDENTURES			30

	Section 8.01	Supplemental Indentures Without Consent of Securityholders	30
	Section 8.02	Supplemental Indentures with Consent of Securityholders	31
	Section 8.03	Effect of Supplemental Indenture	32
	Section 8.04	Documents to Be Given to Trustee	32
	Section 8.05	Notation on Securities in Respect of Supplemental Indentures	32

Article 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE			32

	Section 9.01	Company May Consolidate, Etc. on Certain Terms	32
	Section 9.02	Successor Person Substituted	33
	Section 9.03	Opinion of Counsel to Trustee	33

Article 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS			33

	Section 10.01	Satisfaction and Discharge of Indenture	33
	Section 10.02	Application by Trustee of Funds Deposited for Payment of Securities	36
	Section 10.03	Repayment of Amounts Held by Paying Agent	36
	Section 10.04	Return of Unclaimed Amounts Held by Trustee and Paying Agent	36
	Section 10.05	Reinstatement of Company’s Obligations	37

Article 11 MISCELLANEOUS PROVISIONS			37

	Section 11.01	Incorporators, Shareholders, Officers and Directors of Company Exempt from Individual Liability	37
	Section 11.02	Provisions of Indenture for the Sole Benefit of Parties and Securityholders	37
	Section 11.03	Successors and Assigns of Company Bound by Indenture	37
	Section 11.04	Notices and Demands on Company, Trustee and Securityholders	37

	Section 11.05	Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein	38
	Section 11.06	Payments Due on Saturdays, Sundays and Holidays	39
	Section 11.07	Conflict of Any Provision of Indenture with Trust Indenture Act	39
	Section 11.08	New York Law to Govern	39
	Section 11.09	Counterparts	39
	Section 11.10	Effect of Headings; Gender	40

Article 12 REDEMPTION OF SECURITIES AND SINKING FUNDS			40

	Section 12.01	Applicability of Article	40
	Section 12.02	Notice of Redemption; Partial Redemptions	40
	Section 12.03	Payment of Securities Called for Redemption	42
	Section 12.04	Exclusion of Certain Securities from Eligibility for Selection for Redemption	42
	Section 12.05	Mandatory and Optional Sinking Funds	42
	Section 12.06	Repayment at the Option of the Holders	45
	Section 12.07	Conversion Arrangement on Call for Redemption	45

Article 13 CONVERSION OF SECURITIES			46

	Section 13.01	Applicability of Article	46
	Section 13.02	Right of Holders to Convert Securities into Common Shares	46
	Section 13.03	Issuance of Common Shares on Conversions	47
	Section 13.04	No Payment or Adjustment for Interest or Dividends	47
	Section 13.05	Adjustment of Conversion Price	48
	Section 13.06	No Fractional Shares to Be Issued	51
	Section 13.07	Preservation of Conversion Rights upon Consolidation, Merger, Sale or Conveyance	51
	Section 13.08	Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action	52
	Section 13.09	Covenant to Reserve Shares for Issuance on Conversion of Securities	52
	Section 13.10	Compliance with Governmental Requirements	53
	Section 13.11	Payment of Taxes upon Certificates for Shares Issued upon Conversion	53
	Section 13.12	Trustee’s Duties with Respect to Conversion Provisions	53
	Section 13.13	Conversion of Securities into Preferred Shares or Other Securities	53
	Section 13.14	U.S.A. Patriot Act	54

	_______________, as Trustee

	By:
		Authorized Signatory


	-- or --


	_______________, as Trustee

	By:
		Name:
		Title: