Terms of the deal call for Los Angeles-based Aecom to pay $56.31 in cash and stock for URS, a premium of 8% over the target's Friday close and 19% above its trailing 30-day average close. URS holders will receive $33 in cash and 0.734 shares of Aecom, and have the option to elect either all cash or all stock subject to conditions.
The deal values URS' equity at $4 billion, with Aecom also set to assume URS' debt. Post-deal URS holders will own about 35% of the combined company.
San Francisco-based URS is a provider of engineering and construction services for public agencies and the private sector, boasting more than 50,000 workers in 50 countries. Aecom said that the combination would create an engineering and construction giant with more than 95,000 workers in 150 countries, with pro forma Ebitda of $1.3 billion on more than $19 billion in sales, nearly twice that of industry rival WorleyParsons Ltd.
"This combination creates an industry leader with the ability to deliver more capabilities from a broad global platform to reach more clients in more industry end markets," Aecom CEO Michael S. Burke said in a statement.
The deal would make Aecom one of the largest companies in terms of revenue in the engineering and construction industry, and make it the largest publicly traded firm headquartered in Los Angeles. Post-deal Burke will remain as CEO, with Aecom executive chairman John Dionisio serving as board chair. Aecom said at closing it expects to elect two URS board members as new directors.
Aecom said it has received a financing commitment from Bank of America Corp. to provide debt financing in connection with the purchase that will be used to refinance a portion of existing Aecom and URS debt as well as to fund the cash consideration to be paid. At close Aecom said it expects to have about $5.2 billion in total debt outstanding.
URS had been under pressure from activist hedge fund Jana Partners LLC, owner of a 9.7% stake in the firm. The two sides in March announced a deal that put four of the dissident fund's directors on the company's board and which prompted URS to form a board committee to explore ways to create value.
Martin M. Koffel, chairman and CEO of URS, in a statement called the deal "a compelling strategic combination that we believe will benefit our clients, stockholders and employees."
Aecom was advised by Chris Mead and Steve Baronoff of Bank of America Merrill Lynch along with Moelis & Co. LLC's Jeff Raich, John Joliet and Stuart Goldstein, with Gibson, Dunn & Crutcher LLP partners Jonathan Layne, Peter Wardle, Hatef Behnia, Sean Feller, Linda Curtis, Joshua Soven and Adam Di Vincenzo providing legal counsel.
URS received financial advice from Gordon Dean and Nick Osborne of Dean Bradley Osborne and Wesley Walraven and Cary Cochman of Citigroup Inc. and took legal counsel from a Wachtell, Lipton, Rosen & Katz team including Edward Herlihy and David Shapiro and Cooley LLP's Sam Livermore and Howard Morse.