TUTOR PERINI CORP 8-K

What Happened

• Tutor Perini Corporation announced on July 2, 2026 that it completed an offering of $400 million aggregate principal of 6.625% Senior Notes due July 15, 2033. The notes were sold to qualified institutional buyers under Rule 144A and to certain investors outside the U.S. under Regulation S.
• The company is using the net proceeds, together with cash on hand, to redeem $400 million aggregate principal amount of its 11.875% Senior Notes due 2029. All remaining 2029 Notes were redeemed on July 2, 2026 at a redemption price of 108.906% of principal (plus accrued interest).
• On July 2, 2026 the company also entered into an amended and restated credit agreement with BMO Bank N.A., extending and revising the revolving credit facility and related covenants and pricing.

Key Details

• New notes: $400 million principal, 6.625% coupon, maturity July 15, 2033; interest payable Jan 15 and July 15, beginning Jan 15, 2027.
• Redemption of 2029 notes: $400 million redeemed July 2, 2026 at 108.906% of principal plus accrued interest.
• Revolving credit facility changes: maturity extended to July 2, 2031; commitments increased from $170.0M to $350.0M; SOFR margin reduced to 1.75%–2.50% (based on Total Net Leverage Ratio); base rate margin reduced to 0.75%–1.50%; replaced prior First Lien Net Leverage covenant with a maximum Total Net Leverage Ratio of 3.50x and a minimum cash Interest Coverage Ratio of 3.00x.
• Notes are senior unsecured obligations, guaranteed on a senior unsecured basis by existing and future guarantor subsidiaries that guarantee the credit agreement; they rank equally with other senior unsecured debt and are effectively subordinated to secured debt.

Why It Matters

• The transaction replaces higher-cost 11.875% paper with lower-coupon 6.625% notes, which should reduce interest expense on the $400M principal going forward (noting the company paid a redemption premium to retire the 2029 notes).
• The larger, extended revolving credit facility ($350M, maturity 2031) improves near-term liquidity and extends debt maturities, reducing near-term refinancing risk.
• Changes to pricing and covenants tie borrowing costs and tests to Total Net Leverage and interest coverage ratios, which investors should monitor as they affect flexibility and compliance risk.
• The notes are unregistered and sold to qualified institutional buyers (Rule 144A/Reg S), and the indenture includes customary covenants, redemption mechanics (including make-whole and equity-offering carve-outs) and change-of-control repurchase rights.