Subsequent Events

9 Months Ended

Jun. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Merger Agreement

On August 1, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CH2M HILL Companies, Ltd. (“CH2M”), and Basketball Merger Sub Inc., a direct wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, (i) Merger Sub will merge with and into CH2M, with CH2M continuing as the surviving corporation and becoming a wholly-owned subsidiary of the Company (the “Merger”) and (ii) each outstanding share of common stock of CH2M will be converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in the Merger Agreement, in each case without interest the following consideration: (a) the combination of (x) $52.85 in cash and (y) 0.6677 shares of common stock, par value $1.00 per share, of the Company; (b) $88.08 in cash; or (c) 1.6693 shares of the Company’s common stock.

The Company expects to finance the $2.4 billion in cash required for the transaction through a combination of cash on hand, borrowings under the Company’s existing revolving credit facility and $1.2 billion of new committed 3-year term debt. The Merger is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by CH2M stockholders.

Commitment Letters

On August 1, 2017, the Company entered into a commitment letter pursuant to which BNP Paribas, BNP Paribas Securities Corp. and The Bank of Nova Scotia committed to provide a three-year senior unsecured delayed-draw term loan facility in an aggregate principal amount of $1.2 billion to finance the Merger, subject to customary conditions.

On August 1, 2017, the Company entered into a commitment letter with BNP Paribas, BNP Paribas Securities Corp. and The Bank of Nova Scotia in order to backstop its existing revolving credit facility in the event that the Company is not able to obtain the certain consents to its existing revolving credit agreement, subject to customary conditions.