---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-094243"
form_type: "8-K"
ticker: "TTEK"
cik: "0000831641"
company_name: "TETRA TECH INC"
filed_at: "2023-08-22T23:59:59+00:00"
generated_at: "2026-06-11T05:53:04.202974+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Tetra Tech issues $575M 2.25% convertible notes due 2028; repays $185M revolver & $234M term loan

## Summary
- Issued $575M aggregate principal of 2.25% Convertible Senior Notes due 2028; net proceeds ~$560.4M.
- Used $51.8M for capped call transactions to reduce dilution; initial conversion price ~$196.64/share (25% premium).
- Repaid $185M revolver, $234.4M term loan due 2027, and $89.3M term loan due 2026.
- Capped call transactions cover conversion offset up to cap price ~$259.56/share (65% premium).
- Notes convertible under conditions; company may redeem after Aug 2026 if stock ≥130% of conversion price.

## SEC filing metadata
- accession: 0001104659-23-094243
- form_type: 8-K
- ticker: TTEK
- cik: 0000831641
- company_name: TETRA TECH INC
- filed_at: 2023-08-22T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/831641/000110465923094243/0001104659-23-094243-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/831641/000110465923094243/tm2324220d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-094243
- JSON: https://secwatch.observer/filing/0001104659-23-094243.json
- Plain text: https://secwatch.observer/filing/0001104659-23-094243.txt

## Key facts
- Debt Financings
  TETRA TECH INC incurred convertible notes of $575.0 million aggregate principal amount with U.S. Bank Trust Company, National Association at 2.25% per year maturing August 15, 2028.
  - Instrument: convertible notes
  - Principal: $575.0 million aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 2.25% per year
  - Maturity: August 15, 2028
  - Event: incurrence
  source text: On August 22, 2023, Tetra Tech, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $575.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2028 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated August 22, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/831641/000110465923094243/0001104659-23-094243-index.htm
- Material Agreements
  TETRA TECH INC entered into Indenture with U.S. Bank Trust Company, National Association valued at $575.0 million aggregate principal amount (effective 2023-08-22).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $575.0 million aggregate principal amount
  - Effective: 2023-08-22
  source text: On August 22, 2023, Tetra Tech, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $575.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2028 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated August 22, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/831641/000110465923094243/0001104659-23-094243-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.