Bond AECOM 5.125% ( US00774CAB37 ) in USD

AECOM

97.981 % ▼

United States

US00774CAB37 ( in USD )

5.125% per year ( payment 2 times a year)

14/03/2027

Prospectus brochure of the bond AECOM US00774CAB37 en USD 5.125%, maturity 14/03/2027

2 000 USD

999 074 000 USD

00774CAB3

BB ( Non-investment grade speculative )

Ba3 ( Non-investment grade speculative )

15/09/2024 ( In 50 days )

The Bond issued by AECOM ( United States ) , in USD, with the ISIN code US00774CAB37, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2027

The Bond issued by AECOM ( United States ) , in USD, with the ISIN code US00774CAB37, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by AECOM ( United States ) , in USD, with the ISIN code US00774CAB37, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-217899
$1,000,000,000
Exchange Offer:
$1,000,000,000 New 5.125% Senior Notes due 2027 for
$1,000,000,000 5.125% Senior Notes due 2027
The Exchange Offer will expire at 5:00 p.m., New York City time,
on June 26, 2017, unless extended.
The Exchange Notes:
We are offering to exchange:
·
$1,000,000,000 New 5.125% Senior Notes due 2027 (the "new notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for $1,000,000,000 outstanding unregistered 5.125% Senior Notes due 2027 (the "old notes" and,
together with the new notes, the "notes").
·
The terms of the new notes offered in the exchange offer are substantially identical to the terms of the old notes, except that the new
notes will be registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions
relating to the old notes do not apply to the new notes.
Material Terms of the Exchange Offer:
·
The exchange offer expires at 5:00 p.m., New York City time, on June 26, 2017, unless extended.
·
Upon expiration of the exchange offer, all old notes that are validly tendered and not withdrawn will be exchanged for an equal principal
amount of the new notes.
·
You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.
·
The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.
·
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it may be a
statutory underwriter and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of
such new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in
exchange for old notes where such new notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, for a period of 90 days after the expiration of the exchange offer, we will make this prospectus available
to any broker-dealer for use in any such resale. See "Plan of Distribution."
·
There is no existing public market for the old notes or the new notes. We do not intend to list the new notes on any securities exchange
or quotation system.
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Investing in the new notes involves risks. See "Risk Factors" beginning on page 8.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated May 26, 2017
Table of Contents
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION BY REFERENCE

ii
SUMMARY

1
RISK FACTORS

8
USE OF PROCEEDS
16
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
16
THE EXCHANGE OFFER
17
DESCRIPTION OF THE NEW NOTES
27
BOOK ENTRY; DELIVERY AND FORM
67
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
70
PLAN OF DISTRIBUTION
71
LEGAL MATTERS
71
EXPERTS
72
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by
reference in this prospectus. You must not rely on any unauthorized information or representations. This prospectus does not offer to sell or
ask for offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to
buy any of the securities in any jurisdiction where any such offer is unlawful, where the person making such offer is not qualified to do so, or to
any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date. Any
information incorporated by reference herein is accurate only as of the date of the document incorporated by reference.
This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of old notes in any jurisdiction in which this
exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
We have filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4 with respect to the new notes.
This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement, including its
exhibits. For further information about us and the notes described in this prospectus, you should refer to the registration statement and its exhibits.
Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we
refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all
respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC's website at
www.sec.gov.
You may also obtain this information without charge by writing or telephoning us. See "Where You Can Find More Information."
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WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and
amendments to reports filed or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). You may read and copy these materials at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov
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that contains reports, proxy and information statements and other information regarding AECOM and other companies that file materials with the SEC
electronically. Copies of our periodic and current reports and proxy statements may be obtained, free of charge, on our website at
www.investor.www.investors.aecom.com and clicking on the link "SEC Filings." This reference to our Internet address is for informational purposes
only and shall not, under any circumstances, be deemed to incorporate the information available at or through such Internet address into this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you
by referring to those documents. We hereby incorporate by reference the following documents or information filed with the SEC:
·
our Annual Report on Form 10-K for the year ended September 30, 2016, filed with the SEC on November 16, 2016 (our "2016 10-K");
·
our Definitive Proxy Statement on Schedule 14A filed with the SEC on January 19, 2017
·
our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2016, filed with the SEC on February 8, 2017 (our "2017 First
Quarter 10-Q"), and March 31, 2017, filed with the SEC on May 10, 2017 (our "2017 Second Quarter 10-Q");
·
our Current Reports on Form 8-K filed with the SEC on November 23, 2016, December 15, 2016, December 27, 2016, February 15,
2017, February 21, 2017, March 3, 2017, April 3, 2017and April 6, 2017; and
·
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the
registration statement of which this prospectus forms a part and before the termination of the offering of the securities made under this
prospectus.
Provided, however, that we are not incorporating by reference any documents or information, including parts of documents that we file with the SEC,
that are deemed to be furnished and not filed with the SEC. Unless specifically stated to the contrary, none of the information we disclose under
Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or
otherwise included in, this prospectus.
Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this prospectus, except as so modified or superseded.
We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, including any beneficial owner, a copy of
any and all of the documents referred to herein
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that are summarized and incorporated by reference in this prospectus, if such person makes a written or oral request directed to:
AECOM
Attention: Corporate Secretary
1999 Avenues of the Stars, Suite 2600
Los Angeles, California 90067
213-593-8000
In order to ensure timely delivery, you must request the information no later than June 19, 2017, which is five business days before the expiration
of the exchange offer.
YOU SHOULD RELY ONLY ON THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OTHER THAN THAT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCES
AS TO THE RELIABILITY OF, ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. IF GIVEN OR MADE, ANY SUCH OTHER
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT AS OF THE DATE HEREOF AND IS SUBJECT TO CHANGE, COMPLETION OR
AMENDMENT WITHOUT NOTICE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH IN THIS PROSPECTUS OR IN
OUR AFFAIRS SINCE THE DATE SET FORTH ON THIS PROSPECTUS.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated herein by reference, contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect our current beliefs, expectations or intentions regarding future
events. These statements include forward-looking statements both with respect to AECOM and the engineering and construction industry. Statements
that are not historical facts including, without limitation, statements that use terms such as "anticipates," "believes," "expects," "intends," "plans,"
"projects," "seeks," and "will" and that relate to our plans and objectives for future operations, are forward-looking statements. In light of the risks and
uncertainties inherent in all forward-looking statements, the inclusion of such statements in this prospectus or incorporated herein by reference should
not be considered as a representation by us or any other person that our objectives or plans will be achieved.
Such forward-looking statements include, but are not limited to, statements about future financial and operating results, the company's plans,
objectives, expectations and intentions, including the offering of the notes hereunder. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking
statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained; therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be
affected by factors including, without limitation, risks associated with the fact that demand for our services is cyclical and vulnerable to economic
downturns and reduction in government and private industry spending; our dependence on long-term government contracts, which are subject to
uncertainties concerning the government's budgetary approval process; the possibility that our government contracts may be terminated by the
government; the risk of employee misconduct or our failure to comply with laws and regulations; legal, security, political, and
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economic risks in the countries in which we operate; competition in our industry; maintaining adequate surety and financial capacity; cyber security
breaches; information technology interruptions or data losses; liabilities under environmental laws; fluctuations in demand for oil and gas services; our
substantial indebtedness; the ability to retain key personnel; global tax compliance; changes in financial markets, interest rates and foreign currency
exchange rates; and those factors set forth in the Risk Factors section in this offering memorandum as well as those Risk Factors discussed in the
documents incorporated by reference in this offering memorandum.
All subsequent written and oral forward-looking statements concerning us or other matters attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary statements above. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only to the date they are made. We are under no obligation (and expressly disclaim any such obligation) to update or revise any
forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.
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SUMMARY
This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more detailed information
appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information that is important to you. We urge you to
read carefully this entire prospectus and the other documents to which it refers to understand fully the terms of the new notes. All references in this
prospectus to the "Company," "our company," "we," "us," "our," and similar terms refer to AECOM, a Delaware corporation, and its subsidiaries on a
consolidated basis, including the subsidiaries of AECOM that are the guarantors of the new notes.
Our Business
We are a leading fully integrated firm positioned to design, build, finance and operate infrastructure assets for governments, businesses and
organizations in more than 150 countries. We provide planning, consulting, architectural and engineering design services to commercial and
government clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government markets. We also
provide construction services, including building construction and energy, infrastructure and industrial construction. In addition, we provide program
and facilities management and maintenance, training, logistics, consulting, technical assistance, and systems integration and information technology
services, primarily for agencies of the U.S. government and also for national governments around the world. We also finance projects through AECOM
Capital, an investment fund established to invest in public-private partnership (P3), infrastructure, and renewable energy projects as well as private-
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sector real estate projects for which we can provide a fully integrated solution that includes equity capital, design, engineering, construction services and
operations and maintenance.
We operate our business in three primary business segments organized by the types of services provided, the differing specialized needs of the
respective clients, and how we manage our business. The three business segments are: Design and Consulting Services ("DCS"), Construction Services
("CS"), and Management Services ("MS"), which include the following services:
·
Design and Consulting Services: Planning, consulting, architectural and engineering design services to commercial and government
clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government.
·
Construction Services: Construction services, including building construction and energy, infrastructure and industrial construction,
primarily in the Americas.
·
Management Services: Program and facilities management and maintenance, training, logistics, consulting, technical assistance, and
systems integration and information technology services, primarily for agencies of the U.S. government and other national governments
around the world.
Company Information
We were incorporated in Delaware in 1980. Our principal executive offices are located at 1999 Avenue of the Stars, Suite 2600, Los Angeles,
California 90067. Our telephone number at that address is (213) 593-8000. Our common stock is listed on the New York Stock Exchange under the
symbol "ACM." Our website is located at www.aecom.com. The information on, or that can be accessed through, our website is not incorporated by
reference in this prospectus, and you should not consider it to be a part of this prospectus.
AECOM reports its annual results of operations based on 52 or 53-week periods ending on the Friday nearest September 30. AECOM also reports
its quarterly results of operations based on periods ending on the Friday nearest December 31, March 31, and June 30. For clarity of presentation, all
periods are presented as if the periods ended on September 30, December 31, March 31, and June 30.
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Risk Factors
Our success in achieving our objectives and expectations is dependent upon, among other things, general economic conditions, competitive
conditions and certain other factors that are specific to our company and/or the markets in which we operate. These factors are set forth in detail under
the heading "Risk Factors" in this prospectus and under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2017. We encourage you to review carefully these risk factors and any other risk factors in our SEC filings that are incorporated herein by
reference. Furthermore, this prospectus contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those under the headings
"Risk Factors" and "Special Note Regarding Forward-Looking Statements."
The Exchange Offer
Below is a summary of the material terms of the exchange offer. We are offering to exchange the new notes for the old notes. The terms of the new
notes offered in the exchange offer are substantially identical to the terms of the old notes, except that the new notes will be registered under the
Securities Act of 1933, as amended (the "Securities Act") and certain transfer restrictions, registration rights and additional interest provisions relating
to the old notes do not apply to the new notes. For more information, see "The Exchange Offer," which contains a more detailed description of the terms
and conditions of the exchange offer.
Background

On February 21, 2017, we completed a private placement
of $1,000,000,000 aggregate principal amount of 5.125%
Senior Notes due 2027. As part of that offering, we
entered into a registration rights agreement with the initial
purchasers of the old notes in which we agreed, among
other things, to complete this exchange offer for the old
notes.

Old Notes
$1,000,000,000 unregistered 5.125% Senior Notes due
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2027

New Notes
$1,000,000,000 New 5.125% Senior Notes due 2027

The Exchange Offer
We are offering to issue registered new notes in exchange
for a like principal amount and like denomination of the
old notes. We are offering to issue these registered new
notes to satisfy our obligations under the registration
rights agreement that we entered into with the initial
purchasers of the old notes when we sold the old notes in
a transaction that was exempt from the registration
requirements of the Securities Act. You may tender your
old notes for exchange by following the procedures
described below and in the section entitled "The Exchange
Offer" in this prospectus.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York
City time, on June 26, 2017, which is 20 business days
after the exchange offer is commenced, unless we extend
the exchange offer.
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Procedures for Tendering

If you decide to exchange your old notes for new notes,
you must acknowledge that you are not engaging in, and
do not intend to engage in, a distribution of the new notes.
To tender old notes, you must complete and sign a letter
of transmittal accompanying this prospectus (the "Letter
of Transmittal") in accordance with the instructions
contained in it and forward it by mail, facsimile or hand
delivery, together with any other documents required by
the Letter of Transmittal, to the exchange agent, either
with the old notes to be tendered or in compliance with
the specified procedures for guaranteed delivery of old
notes. Certain brokers, dealers, commercial banks, trust
companies and other nominees may also effect tenders by
book-entry transfer. Holders of old notes registered in the
name of a broker, dealer, commercial bank, trust
company or other nominee are urged to contact such
person promptly if they wish to tender old notes pursuant
to the exchange offer. See "The Exchange Offer--
Exchange offer Procedures," "The Exchange Offer--
Book-Entry Transfers" and "The Exchange Offer--
Guaranteed Delivery Procedures."

Withdrawal
You may withdraw any old notes that you tender for
exchange at any time prior to the expiration of the
exchange offer. See "The Exchange Offer--Withdrawal
Rights."

Acceptance of Old Notes for Exchange; Issuance of
Subject to certain conditions, we intend to accept for
New Notes
exchange any and all old notes that are properly tendered
in the exchange offer before the expiration time. If we
decide for any reason not to accept any old notes you
have tendered for exchange, those old notes will be
returned to you without cost as promptly as practicable
after the expiration or termination of the exchange offer.
The new notes will be delivered as promptly as
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practicable after the expiration time. See "The Exchange
Offer--Acceptance of Old Notes for Exchange; Delivery
of New Notes Issued in the Exchange Offer."

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions,
some of which we may waive in our sole discretion. The
exchange offer is not conditioned upon any minimum
principal amount of old notes being tendered for
exchange. See "The Exchange Offer--Conditions to the
Exchange Offer."

Consequences of Exchanging Old Notes
Based on interpretations by the staff of the SEC, as
detailed in a series of no-action letters issued by the SEC
to third parties, we believe that you may offer for resale,
resell or otherwise transfer the new notes that we issue in
the exchange offer without complying with the
registration and prospectus delivery requirements of the
Securities Act if you:

· acquire the new notes in the ordinary course of your
business;
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· are not participating, do not intend to participate and
have no arrangement or understanding with any person
to participate in a distribution of the new notes; and

· you are not an "affiliate", as defined in Rule 405 of the
Securities Act, of AECOM or any subsidiary guarantor.

If any of these conditions is not satisfied and you transfer
any new notes issued to you in the exchange offer without
delivering a proper prospectus or without qualifying for a
registration exemption, you may incur liability under the
Securities Act. We will not be responsible for or
indemnify you against any liability you may incur. Any
broker-dealer that acquires new notes in the exchange
offer for its own account in exchange for old notes which
it acquired through market-making or other trading
activities must acknowledge that it may be a statutory
underwriter and that it will deliver a prospectus when it
resells or transfers any new notes issued in the exchange
offer. See "The Exchange Offer--Consequences of
Exchanging Old Notes" and "Plan of Distribution."

Consequences of Failure to Exchange Old Notes
All untendered old notes or old notes that are tendered but
not accepted will continue to be subject to the restrictions
on transfer set forth in the old notes and in the indenture
under which the old notes were issued. In general, you
may offer or sell your old notes only if they are registered
under, or offered or sold under an exemption from, the
Securities Act and applicable state securities laws. Other
than in connection with the exchange offer, we do not
anticipate that we will register the old notes under the
Securities Act. If you do not participate in the exchange
offer, the liquidity of your old notes could be adversely
affected. See "The Exchange Offer--Consequences of
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Failure to Exchange Old Notes."

Interest on Old Notes Exchanged in the Exchange
On the record date for the first interest payment date for
Offer
the new notes offered hereby following the consummation
of the exchange offer, holders of such new notes will
receive interest accruing from the issue date of the old
notes or, if interest has been paid, the most recent date to
which interest has been paid.

U.S. Federal Income Tax Consequences of the
You will not realize gain or loss for U.S. federal income
Exchange Offer
tax purposes as a result of your exchange of old notes for
new notes to be issued in the exchange offer. For
additional information, see "Certain United States Federal
Income Tax Considerations." You should consult your
own tax advisor as to the tax consequences to you of the
exchange offer, as well as tax consequences of the
ownership and disposition of the new notes.
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Exchange Agent

U.S. Bank National Association is serving as the
exchange agent in connection with the exchange offer.
The address and telephone and facsimile numbers of the
exchange agent are listed in this prospectus. See "The
Exchange Offer--Exchange Agent."

Use of Proceeds
We will not receive any proceeds from the issuance of
new notes in the exchange offer. We will pay all expenses
incident to the exchange offer. See "Use of Proceeds" and
"The Exchange Offer--Fees and Expenses."
The New Notes
The terms of the new notes are substantially identical to those of the old notes, except that the new notes will be registered under the Securities Act
and the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. The new notes will evidence the same debt
as the old notes and will be governed by the same indenture. A brief description of the material terms of the new notes follows. For a more complete
description, see "Description of the New Notes."
Issuer

AECOM

Notes Offered
$1,000,000,000 New 5.125% Senior Notes due 2027

Maturity
The new notes will mature on March 15, 2027.

Interest
The new notes will bear interest at a rate of 5.125% per
annum. Interest on the notes will be payable semi
annually in cash in arrears on March 15 and September 15
of each year, commencing September 15, 2017.

Guarantees
The new notes will be guaranteed on a senior unsecured
basis by our existing and future domestic restricted
subsidiaries that guarantee certain material credit
facilities. The guarantees of the new notes are referred to
herein as the "new guarantees."

Ranking
The new notes and the new guarantees will be our and the
guarantors' senior unsecured obligations and will be equal
in right of payment with all of our and the guarantors'
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existing and future senior debt and senior to any of our
and the guarantors' future subordinated debt. The new
notes and the new guarantees will rank effectively junior
to all of our and the guarantors' existing and future
secured debt, to the extent of the value of the collateral
securing such debt, including the obligations under our
senior secured credit facilities. The new notes will also be
structurally subordinated to all of the liabilities of our
existing and future subsidiaries that do not guarantee the
notes.
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Optional Redemption

Prior to December 15, 2026 (three months prior to the
maturity date), we may redeem some or all of the new
notes at a redemption price of 100% of the principal
amount, plus accrued and unpaid interest, if any, to the
redemption date, plus a "make whole" premium. In
addition, on or after December 15, 2026 (three months
prior to the maturity date), the new notes will be
redeemable at a redemption price of 100% of the principal
amount, plus accrued and unpaid interest, if any, to the
redemption date. In addition, we may redeem up to 35%
of the new notes before March 15, 2020, with the net cash
proceeds from certain equity offerings. See "Description
of the New Notes--Optional Redemption."

Change of Control Offer
If we experience specific kinds of changes of control, we
must offer to repurchase all of the new notes at 101% of
their principal amount, plus accrued and unpaid interest, if
any, to the repurchase date. See "Description of the New
Notes--Repurchase at the Option of Holders--Change of
Control."

Asset Sales
If we or our restricted subsidiaries sell certain assets and
do not repay certain debt or reinvest the proceeds of such
sales within certain time periods, we must offer to
repurchase a portion of the new notes as described under
"Description of the New Notes--Certain Covenants--
Limitation on Sales of Assets and Subsidiary Stock."

Certain Covenants
The indenture contains covenants that limit, among other
things:

· our ability and the ability of our restricted subsidiaries
to incur additional indebtedness;

· our ability and the ability of our restricted subsidiaries
to make loans and investments in unrestricted
subsidiaries;

· our ability and the ability of our restricted subsidiaries
to sell, transfer or otherwise dispose of assets;

· our ability and the ability of our restricted subsidiaries
to incur or permit to exist certain liens; and

· our ability to consolidate, amalgamate, merge or sell all
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or substantially all of our assets.

Form and Denominations
We will issue the new notes in fully registered form, in
minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. Each of the new notes will be
represented by one or more global notes registered in the
name of a nominee of The Depository Trust Company
("DTC"). You will hold a beneficial interest in one or
more of the new notes through DTC, and DTC and its
direct and indirect participants will record your beneficial
interest in their books. Except under limited
circumstances, we will not issue certificated new notes.

Trustee
U.S. Bank National Association
6
Table of Contents
Consolidated Ratio of Earnings to Fixed Charges
The following table contains our and our subsidiaries' consolidated ratio of earnings to fixed charges for the periods indicated.

Year Ended

Six Months Ended

September 30,
September 30,
September 30,
September 30,
September 30,
March 31,
March 31,

2016

2015

2014

2013

2012

2017

2016

Consolidated
ratio of
earnings to
fixed
charges

1.4x
n/a(1)
4.0x
4.7x
n/a(2)
1.9x
1.4x
(1)
Earnings for the year ended September 30, 2015 were inadequate to cover fixed charges primarily due to acquisition and
integration expenses and the corresponding interest related to the acquisition of the URS Corporation in October 2014. The
coverage deficiency was approximately $248 million.
(2)
Earnings for the year ended September 30, 2012 were inadequate to cover fixed charges primarily due to the goodwill
impairment expense. The coverage deficiency was approximately $5 million.
See "Consolidated Ratio of Earnings to Fixed Charges" for additional information regarding how the ratio was computed.
7
Table of Contents
RISK FACTORS
We have included discussions of cautionary factors describing risks relating to our business and an investment in our securities in our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2017, which is incorporated by reference into this prospectus. Additional risks related the
new notes are described in this prospectus. Before tendering old notes in the exchange offer, you should carefully consider the risk factors we describe
in this prospectus and in any report incorporated by reference into this prospectus, including any Annual Report on Form 10-K or Quarterly Report on
Form 10-Q. Any or all of these risk factors could have a material adverse effect on our business, financial condition, results of operations or liquidity.
Furthermore, although we discuss key risks in the following risk factor descriptions, additional risks not currently known to us or that we currently
deem immaterial also may impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks.
We cannot predict future risks or estimate the extent to which they may affect our financial performance.
https://www.sec.gov/Archives/edgar/data/819541/000104746917003667/a2232251z424b3.htm[5/30/2017 12:09:55 PM]

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