URS Corporation / Thortec

Situation

Gordian represented URS Corporation, Inc. (“URS”), formerly known as Thortec Corporation (“Thortec”), an engineering services company, in a financial restructuring of its outstanding indebtedness.  Thortec had a complex capital structure, with secured bank debt and two different classes of publicly-traded bonds.

Gordian engineered a restructuring in which the bank debt was compromised and partially paid down through a capital injection Gordian negotiated with Thortec’s major stockholder, Richard C. Blum & Associates, a transaction that resulted in Blum increasing its share of the Company’s common stock.

The remaining proceeds from the capital injection were used to purchase the substantial majority of the publicly-traded bonds through a tender offer at levels of roughly 20 cents on the dollar.  As part of the transaction, Gordian arranged that the major stockholder would re-offer a portion of its newly purchased shares to the other public stockholders through a subsequent rights offering.  In 2014, AECOM bought URS for almost $6 billion.

Engagement

Gordian was engaged to advise the Company in its financial restructuring efforts and also to provide a fairness opinion in connection with this transaction.

Outcome

Thortec was successfully recapitalized, with public stockholders remaining in place, the secured lender compromised and bondholders cashed out at 20 cents on the dollar.