8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2016

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

_________________________________

Massachusetts (State or other jurisdiction of incorporation or organization) 1-6314 (Commission file number) 04-1717070 (I.R.S. Employer Identification No.)

15901 Olden Street, Sylmar, California 91342-1093

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:  (818) 362-8391

Not Applicable

(Former name or former address, if changed since last report)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure

On June 9, 2016, Tutor Perini Corporation (the “Company”) announced the pricing of $175.0 million in aggregate principal amount of its 2.875% convertible senior notes due 2021 (the “convertible notes”). The Company granted an option to the initial purchasers for up to an additional $25.0 million in aggregate principal amount of convertible notes.

The convertible notes are expected to be issued on June 15, 2016, subject to customary closing conditions, and will bear cash interest at a rate of 2.875% per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2016. Beginning on June 15, 2019, the Company may redeem for cash all or part of the notes, at its option, if certain conditions are met. The Company may not redeem the convertible notes prior to June 15, 2019.

The convertible notes will be convertible into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, based on an initial conversion rate of 33.0579 shares of common stock per $1,000 principal amount (equivalent to an initial conversion price of approximately $30.25 per share, which represents a premium of approximately 37.5% to the closing price of the Company’s common stock reported on the New York Stock Exchange on June 9, 2016). 

The Company intends to use the proceeds from this offering to repay $100 million (or $125 million if the initial purchasers’ option to purchase additional notes is exercised in full) of the borrowings outstanding under its term loan, with the remainder of the net proceeds to be used to repay borrowings outstanding under its revolving credit facility, to pay fees and expenses related to the offering and for general corporate purposes.

A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

Forward-Looking Statements

The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding the Company’s intentions, expectations or beliefs regarding the convertible notes offering. The Company’s current expectations and beliefs are expressed in good faith and the Company believes there is a reasonable basis for them. There can be no assurance, however, that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

Exhibit Number	Description
99.1	Press release dated June 9, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tutor Perini Corporation

Dated: June 9, 2016	By:	/s/Gary G. Smalley
		Gary G. Smalley
		Executive Vice President and Chief Financial Officer

EX-99.1

News Release

Tutor Perini Prices $175 Million of 2.875% Convertible Senior Notes

LOS ANGELES – (BUSINESS WIRE) – June 9, 2016 – Tutor Perini Corporation (NYSE: TPC), a leading civil and building construction company, today announced the pricing of $175 million in aggregate principal amount of 2.875% Convertible Senior Notes due 2021 (the “convertible notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The convertible notes will be convertible into cash, shares of Tutor Perini common stock or a combination thereof, at the Company’s election, based on an initial conversion rate of 33.0579 shares of common stock per $1,000 principal amount (equivalent to an initial conversion price of approximately $30.25 per share, which represents a premium of approximately 37.5% to the NYSE closing price of Tutor Perini’s common stock on the date hereof). The Company granted an option to the initial purchasers for up to an additional $25.0 million in aggregate principal amount of convertible notes. The convertible notes will bear cash interest at a rate of 2.875% per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2016. The convertible notes may be redeemed by the Company under certain circumstances on or after June 15, 2019.

TheCompanyintendsto usethe proceeds from this offering to repay $100 million (or $125 million if the initial purchasers’ option to purchase additional notes is exercised in full) of the borrowings outstanding under its term loan, with the remainder of the net proceeds to be used to repay borrowings outstanding under its revolving credit facility, to pay fees and expenses related to the offering and for general corporate purposes. The closing ofthe convertible notes is expectedto take place on June 15, 2016 and is subject to customary closing conditions.

This pressrelease shall not constitutean offer to sell orthe  solicitation  of an offer to buy,nor  shall  there  be  any  sale  ofthese securitiesin any stateorjurisdiction in which such offer, solicitation,or sale would be unlawful priorto registration orqualification  under  the  securities  lawsof any  such  state  orjurisdiction. The  convertible notes  will beoffered  to qualifiedinstitutional buyers pursuant to Rule 144Aunder the Securities Act. The convertible notesand theshares of common stock issuable  upon  conversion  of  the  convertible  notes,  if any,  will  not be registered underthe SecuritiesActoranystate securities  laws, and unlessso registered, maynot be offered orsold intheUnited States except pursuant toan exemptionfrom the registration requirements of the SecuritiesAct and applicable state laws.

AboutTutor Perini Corporation

Tutor Perini Corporation is a leading civil and building construction company offering diversified general contracting and design-build services to private clients and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large complex projects on time and within budget while adhering to strict quality control measures. We offer general contracting, pre-construction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including excavation, concrete forming and placement, steel erection, electrical and mechanical services, plumbing and HVAC. We are known for our major complex building project commitments, as well as our capacity to perform large and complex transportation and heavy civil construction for government agencies and private clients throughout the world.

Note Regarding Forward-Looking Statements

The statements contained in this release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding the Company’s intentions, expectations or beliefs regarding the convertible notes offering. The Company’s current expectations and beliefs are expressed in good faith and the Company believes there is a reasonable basis for them. There can be no assurance, however, that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

Contact:

Tutor Perini Corporation

Jorge Casado, 818-362-8391

Vice President, Investor Relations & Corporate Communications

www.tutorperini.com