URS Corporation (NYSE: URS) (the “Company”) announced today the proposed issue of Senior Notes due 2017 (the “2017 notes”) and 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 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 proposed 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. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the notes in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About URS CorporationURS Corporation (NYSE: URS) is a leading provider of engineering, construction and technical services for public agencies and private sector companies around the world. The Company offers a full range of program management; planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; information technology; and decommissioning and closure services. URS provides services for power, infrastructure, industrial and commercial, and federal projects and programs. Headquartered in San Francisco, URS Corporation has more than 46,000 employees in a network of offices in more than 40 countries ( www.urs.com ). Forward-Looking Statements This press release may be deemed to contain forward-looking statements, including statements relating to the note offering, the use of proceeds from the note offering, the closing of the Flint acquisition and other future business and financial conditions. We believe that our expectations are reasonable and are based on reasonable assumptions; however, we caution you against relying on any of our forward-looking statements as such forward-looking statements by their nature involve risks and uncertainties. A variety of risks and uncertainties, including but not limited to the following, could cause our business and financial results, as well as the timing of events, to differ materially from those expressed or implied in our forward-looking statements: whether Flint shareholders will approve the acquisition; whether and when approval of Canadian court and other required regulatory approvals will be obtained; whether any of the other conditions to closing of the acquisition will be satisfied; whether another bidder may make a superior offer for Flint; whether any of the anticipated benefits of the acquisition will be realized; potential difficulties that may be encountered in integrating the businesses, economic weakness and declines in client spending; potential impact of reduced oil commodity prices; changes in our book of business; our compliance with government contract procurement regulations; employee, agent or partner misconduct; our ability to procure government contracts; liabilities for pending and future litigation; the potential impact of environmental issues and liabilities; availability of bonding and insurance; our reliance on government appropriations; unilateral termination provisions in government contracts; our ability to make accurate estimates and assumptions; our accounting policies; workforce utilization; our and our partners' ability to bid on, win, perform and renew contracts and projects; liquidated damages; our dependence on partners, subcontractors and suppliers; customer payment defaults; our ability to recover on claims; impact of target and fixed priced contract on earnings; the inherent dangers at our project sites; impairment of our goodwill; the impact of changes in laws and regulations; nuclear indemnifications and insurance; a decline in defense spending; industry competition; our ability to attract and retain key individuals; retirement plan obligations; our leveraged position and the ability to service our debt; restrictive covenants in our credit agreement; risks associated with international operations; business activities in high security risk countries; third-party software risks; natural and man-made disaster risks; our relationships with labor unions; our ability to protect our intellectual property rights; anti-takeover risks and other factors discussed more fully in our Form 10-K for the period ended December 30, 2011 as well as in other reports subsequently filed from time to time with the Securities and Exchange Commission. The forward-looking statements represent our current expectations and intentions as of the date on which made and we assume no obligation to revise or update any forward-looking statements.