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Tutor Perini (NYSE: TPC) sells $400M 6.625% notes, boosts $350M revolver

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tutor Perini Corporation completed a private offering of $400 million of 6.625% Senior Notes due 2033, issued at 100% of principal. The company is using the net proceeds, along with cash on hand, to redeem $400 million of its 11.875% Senior Notes due 2029, including related premiums, interest and fees.

The company also amended and restated its Credit Agreement, extending the revolving credit facility maturity to July 2, 2031, increasing total commitments from $170.0 million to $350.0 million, and reducing SOFR and base rate margins tied to a Total Net Leverage Ratio. The amended agreement replaces a first lien leverage covenant with a maximum Total Net Leverage Ratio of 3.50 to 1.00 and a minimum cash Interest Coverage Ratio of 3.00 to 1.00.

Positive

  • Refinancing high-cost debt: Issued $400 million of 6.625% Senior Notes due 2033 and redeemed $400 million of 11.875% notes due 2029, lowering stated coupon and extending maturity.
  • Stronger liquidity backstop: Amended revolving credit facility maturity to July 2, 2031, increased commitments from $170.0 million to $350.0 million, and reduced interest margins on both SOFR and base-rate borrowings.

Negative

  • None.

Insights

Tutor Perini refinances expensive notes and ups revolver capacity.

Tutor Perini issued $400 million of 6.625% Senior Notes due 2033 and used the proceeds, with cash, to redeem an equal amount of 11.875% notes due 2029 at 108.906% of principal. This significantly lowers the stated coupon on that debt while extending maturity.

The amended revolving credit facility now provides up to $350.0 million of commitments to July 2, 2031, more than doubling prior capacity. Pricing was reduced for both SOFR and base-rate borrowings, and covenants were reset to a maximum Total Net Leverage Ratio of 3.50x and minimum cash Interest Coverage Ratio of 3.00x. Overall, the filing shows a comprehensive refinancing that improves debt cost and liquidity terms, though leverage and covenant headroom will drive actual flexibility.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New senior notes $400 million 6.625% due 2033 Aggregate principal amount of Senior Notes issued July 2, 2026
Redeemed notes $400 million 11.875% due 2029 Principal amount of Senior Notes redeemed on July 2, 2026
Redemption price 108.906% of principal Price paid to redeem 2029 Notes ($1,089.06 per $1,000)
Revolver commitments $350.0 million Amended revolving credit facility commitments, up from $170.0 million
Revolver maturity July 2, 2031 New maturity date of the Revolving Credit Facility
Max Total Net Leverage Ratio 3.50 to 1.00 New financial maintenance covenant under Credit Agreement
Min cash Interest Coverage Ratio 3.00 to 1.00 New financial maintenance covenant under Credit Agreement
Equity claw redemption price 106.625% of principal Price for up to 40% equity-funded redemption before July 15, 2029
Indenture financial
"The terms of the Notes are governed by the indenture, dated as of the Closing Date"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Revolving Credit Facility financial
"modified the terms of the existing revolving credit facility thereunder (the “Revolving Credit Facility”)"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Total Net Leverage Ratio financial
"reducing the Adjusted Term SOFR margin to a range between 1.75% and 2.50% based on a Total Net Leverage Ratio"
Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.
Interest Coverage Ratio financial
"with (1) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and (2) a minimum cash Interest Coverage Ratio of 3.00 to 1.00"
A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.
Rule 144A regulatory
"offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"outside the United States, in compliance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
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Understanding 8-K Material Events →
0000077543false00000775432026-07-022026-07-02

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): July 2, 2026

Tutor Perini Corporation
(Exact name of registrant as specified in its charter)
Massachusetts1-631404-1717070
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
 
15901 Olden Street, Sylmar, California 91342-1093
(Address of principal executive offices, and Zip Code)
 
(818) 362-8391
(Registrant’s telephone number, including area code)
 
None
(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:
 
☐    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))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueTPCThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Item 1.01. Entry into a Material Definitive Agreement.

6.625% Senior Notes due 2033

On July 2, 2026 (the “Closing Date”), Tutor Perini Corporation (the “Company”) completed the previously announced offering and sale of $400 million in aggregate principal amount of 6.625% Senior Notes due 2033 (the “Notes”) at an offering price of 100.000% (the “Notes Offering”).

The Company is using the net proceeds from this offering, together with cash on hand, to redeem $400 million aggregate principal amount of the 11.875% Senior Notes due 2029 (the “2029 Notes”) and pay related premiums, accrued interest and fees and expenses associated with such redemption. The Company may temporarily invest amounts that are not immediately needed for these purposes in cash or cash equivalents or other short-term investments, including marketable securities.

The Notes and related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, outside the United States, in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes and related guarantees 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.

Indenture

The terms of the Notes are governed by the indenture, dated as of the Closing Date (the “Indenture”), among the Company, the guarantors named therein (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

The Notes bear interest at a rate of 6.625% and mature on July 15, 2033. Interest is payable on the Notes on January 15 and July 15 of each year, commencing on January 15, 2027.

The obligations of the Company under the Notes and the Indenture are, jointly and severally, unconditionally guaranteed on a senior unsecured basis by each existing and future wholly-owned subsidiary that guarantees the Company’s obligations under the Credit Agreement (as defined below).

The Notes and the guarantees are the Company’s and the Guarantors’ senior unsecured obligations and rank equally in right of payment with the Company’s and the Guarantors’ existing and future senior unsecured obligations. The Notes and the guarantees are effectively subordinated to all of the Company’s and the Guarantors’ secured indebtedness, including the Credit Agreement (to the extent of the value of the collateral securing such indebtedness) and are structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries that do not guarantee the Notes.

The Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, make certain restricted payments, make investments, create liens or use assets as security in other transactions, effect mergers and consolidations, enter into transactions with affiliates, sell or transfer certain assets, and agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company.

Certain of these covenants will be suspended if the Notes are assigned an investment grade rating from any two of S&P Global Ratings, Moody’s Investors Service, Inc. and Fitch Ratings, Inc. and no default or event of default has occurred and is continuing under the Indenture.

The Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the Indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of 30% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on all of the Notes to be immediately due and payable.

At any time prior to July 15, 2029, the Company may redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption plus a “make-whole” premium, as set forth in the Indenture. At any time on or after July 15, 2029, the Company may redeem the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to July 15, 2029, the Company may redeem up to 40% of the original aggregate principal amount of the Notes with the “net cash proceeds” of one or more equity offerings, as described in the Indenture, at a price equal to 106.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences certain change of control events, holders of the Notes may require it to
2

repurchase all or part of their Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

Credit Agreement Amendment and Restatement

On July 2, 2026, the Company entered into an amendment and restatement of its existing credit agreement (as amended and restated from time to time, the “Credit Agreement”) with BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), as administrative agent and collateral agent, and each lender from time to time party thereto, that modified the terms of the existing revolving credit facility thereunder (the “Revolving Credit Facility”), including (a) extending the maturity of the Revolving Credit Facility to July 2, 2031, (b) increasing the commitments under the Revolving Credit Facility from $170.0 million to $350.0 million, (c) reducing the Adjusted Term Secured Overnight Financing Rate (SOFR) margin to a range between 1.75% and 2.50% based on a Total Net Leverage Ratio (compared to the previous range between 4.25% and 4.75% based on a First Lien Net Leverage Ratio) and eliminating the credit spread adjustment (10 bps), (d) reducing the base rate margin to a range between 0.75% and 1.50% based on a Total Net Leverage Ratio (compared to the previous range between 3.25% and 3.75% based on a First Lien Net Leverage Ratio), and (e) replacing the maximum First Lien Net Leverage Ratio financial maintenance covenant (of 2.25 to 1.00) with (1) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and (2) a minimum cash Interest Coverage Ratio of 3.00 to 1.00. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement.

The foregoing summaries of the Indenture and the amended and restated Credit Agreement are qualified in their entirety by reference to the Indenture and the Credit Agreement, copies of which are filed herewith as Exhibits 4.1 and 10.1, respectively, and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On July 2, 2026, the Company redeemed all of the remaining outstanding 2029 Notes pursuant to the indenture governing the 2029 Notes, at a redemption price equal to 108.906% of the principal amount thereof (or $1,089.06 per $1,000.00 in principal amount), plus accrued and unpaid interest to, but excluding, the redemption date.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits
Exhibit NumberDescription
4.1
Indenture, dated as of July 2, 2026, among Tutor Perini Corporation, the guarantors named therein and Wilmington Trust, National Association, as trustee.
10.1
Amended and Restated Credit Agreement, dated as of July 2, 2026, among Tutor Perini Corporation, the guarantors named therein, BMO Bank N.A., as administrative agent and collateral agent, and the lenders party thereto.
104The cover page formatted in Inline XBRL (included as Exhibit 101).

3

SIGNATURES
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 thereunto duly authorized.
TUTOR PERINI CORPORATION
Date: July 6, 2026
By:
/s/ Ryan J. Soroka
Ryan J. Soroka
Executive Vice President and Chief Financial Officer

4

Source: View Original Filing on SEC EDGAR

FAQ

What new debt did Tutor Perini (TPC) issue in this 8-K?

Tutor Perini issued $400 million of 6.625% Senior Notes due 2033 at 100% of principal. The notes are senior unsecured, pay interest each January 15 and July 15, and are guaranteed by certain wholly owned subsidiaries.

How is Tutor Perini (TPC) using the proceeds from the new 6.625% notes?

Tutor Perini is using the net proceeds, along with cash on hand, to redeem $400 million of 11.875% Senior Notes due 2029 and to pay associated premiums, accrued interest, and fees tied to that redemption.

What changes were made to Tutor Perini’s (TPC) revolving credit facility?

The revolving credit facility maturity was extended to July 2, 2031, commitments increased from $170.0 million to $350.0 million, and interest margins over Adjusted Term SOFR and the base rate were reduced, now based on a Total Net Leverage Ratio.

What new financial covenants apply under Tutor Perini’s (TPC) amended Credit Agreement?

The prior maximum First Lien Net Leverage Ratio covenant was replaced with a maximum Total Net Leverage Ratio of 3.50 to 1.00 and a minimum cash Interest Coverage Ratio of 3.00 to 1.00, setting leverage and interest coverage requirements.

At what price did Tutor Perini (TPC) redeem its 11.875% notes due 2029?

Tutor Perini redeemed all remaining 11.875% Senior Notes due 2029 at 108.906% of principal, equal to $1,089.06 per $1,000.00 in principal, plus accrued and unpaid interest to the redemption date.

Who could buy the new Tutor Perini (TPC) 6.625% Senior Notes?

The 6.625% Senior Notes and related guarantees were sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A and, outside the United States, in compliance with Regulation S under the Securities Act.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents