UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 16, 2010
FTI CONSULTING, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-14875 | 52-1261113 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 777 South Flagler Drive, Suite 1500 West Tower, West Palm Beach, Florida | 33401 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (561) 515-1900
Not Applicable
(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)) |
Item 8.01 Other Events.
On September 17, 2010, FTI Consulting, Inc. (“FTI”) issued a press release announcing that it has priced its private placement of $400 million aggregate principal amount of 6 3/4% senior notes due 2020 (the “Notes”). The Notes may not be offered or sold without registration unless such offer or sale is made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. This report shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities nor shall there be any sale of the Notes in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated September 17, 2010, announcing the pricing of the Notes |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FTI CONSULTING, INC. | ||||
| By: | /s/ Eric B. Miller | |||
| Name: | Eric B. Miller | |||
| Title: | Executive Vice President, General Counsel and Chief Ethics Officer | |||
Date: September 17, 2010
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated September 17, 2010, announcing the pricing of the Notes |
Exhibit 99.1
FTI Consulting, Inc.
777 South Flagler Drive, Suite 1500
West Palm Beach, Florida 33401
(561) 515-1900
FOR FURTHER INFORMATION:
| AT FTI CONSULTING: | AT FD: | |||
| Jack Dunn, President & CEO | Investors: Gordon McCoun | |||
| (561) 515-1900 | Media: Andy Maas | |||
| (212) 850-5600 |
FOR IMMEDIATE RELEASE
FTI Consulting, Inc. Prices Upsized Offering of $400 Million Senior Notes Due 2020
West Palm Beach, FL, September 17, 2010 — FTI Consulting, Inc. (NYSE: FCN) (the “Company”) announced today that it has priced its private offering of $400 million aggregate principal amount of 6 3/4% senior notes due 2020 (the “Notes”). The Company increased the size of the offering from the previously announced $350 million to $400 million. The Notes will be issued at a price of 100% of their principal amount. The Notes will be guaranteed by certain of the Company’s existing and future domestic restricted subsidiaries. The offering is expected to close on September 27, 2010.
The Company intends to use the net proceeds from the offering of the Notes to finance its previously announced cash tender offer to repurchase any and all of its outstanding 7 5/8% Senior Notes due 2013 (the “2013 Notes”), to redeem any and all of the 2013 Notes that remain outstanding following the consummation of the tender offer and for general corporate purposes, which could include working capital, share repurchases, capital expenditures, acquisitions, refinancing of other debt or other capital transactions.
The Notes and related guarantees were offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act, applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this press release in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.
About FTI Consulting
FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With approximately 3,500 employees located in most major business centers in the world, we work closely with clients every day to anticipate, illuminate and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management and restructuring. More information can be found at www.fticonsulting.com.
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of federal securities law. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control. Such risks and uncertainties include, but are not limited to, the effect of general economic conditions and other factors listed in the Company’s filings with the Securities and Exchange Commission.
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