URS Corporation (NYSE: URS) (the “Company”) announced today the pricing of $400 Million aggregate principal amount of 3.85% Senior Notes due 2017 (the “2017 notes”) and $600 Million aggregate principal amount of 5.00% Senior Notes due 2022 (the “2022 notes” and, together with the 2017 notes, the “notes”) by the Company and its wholly owned subsidiary, URS Fox US LP. The 2017 notes will be issued at 99.862% of par and the 2022 notes will be issued at 99.903% of par. The offering is scheduled to close on March 15, 2012, subject to customary closing conditions. The notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by certain of the Company’s existing and future domestic subsidiaries. The notes are being offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act. The Company intends to use the net proceeds from this offering, as well as borrowings under the Company’s existing credit facility, to fund the proposed acquisition by the Company of Flint Energy Services Ltd. (TSX: FES) (“Flint”), to pay fees and expenses incurred in connection with the proposed acquisition of Flint and this offering of the notes, and to repay certain outstanding indebtedness of Flint.
The notes have not been registered under the Securities Act, any other federal securities laws or the securities laws of any state, and until so registered, the notes may not be offered or sold in the United States to, or for the account or benefit of, any United States person except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
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