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): October 12, 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))

 

 

 

 

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Item 8.01 Other Events.

As previously disclosed, on September 14, 2010, FTI Consulting, Inc. (“FTI”) commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7 ⁵/8% Senior Notes due 2013 (the “2013 Notes”) and a concurrent consent solicitation for proposed amendments to the indenture, dated as of August 2, 2005 (as amended, supplemented or otherwise modified), among FTI, the guarantors party thereto and Wilmington Trust Company, as trustee, under which the 2013 Notes were issued (the “Indenture”).

At 11:59 p.m., New York City time, on October 12, 2010, the Tender Offer expired (the “Expiration Time”). As previously disclosed, on September 27, 2010, FTI received and accepted for purchase approximately $185.8 million, or approximately 93%, of the aggregate principal amount of its 2013 Notes, representing all such 2013 Notes that were validly tendered and not validly withdrawn at or prior to the consent payment deadline pursuant to the Tender Offer, and received sufficient consents to approve the proposed amendments to the Indenture that, among other modifications, eliminated substantially all of the restrictive covenants and certain events of default in the Indenture. Between September 28, 2010 and the Expiration Time, there were no additional 2013 Notes validly tendered.

Also as previously announced on October 1, 2010, FTI intends to redeem all of the 2013 Notes that remain outstanding, in the aggregate principle amount of approximately $14.2 million, on November 1, 2010. The redemption price for such 2013 Notes is 101.906% of the principal amount plus accrued and unpaid interest. Unless FTI defaults in making the redemption payment, interest on the redeemed 2013 Notes will cease to accrue on and after November 1, 2010, and the only remaining right of the holders will be to receive payment of the redemption price and interest accrued until, but not including, November 1, 2010 upon surrender to the paying agent of such 2013 Notes.

A copy of the press release announcing the expiration of the Tender Offer for the 2013 Notes is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release of FTI Consulting, Inc. dated October 13, 2010, announcing the expiration of Tender Offer for the 2013 Notes

 

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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.

 

Date: October 13, 2010

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release of FTI Consulting, Inc. dated October 13, 2010, announcing the expiration of Tender Offer for the 2013 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. Announces Expiration and Final Results

of Tender Offer for 7 ⁵/8% Senior Notes due 2013

West Palm Beach, FL, October 13, 2010 — FTI Consulting, Inc. (NYSE: FCN) (the “Company”) announced today that the Company’s previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 7 5/8% Senior Notes due 2013 (CUSIP No. 302941AD1) (the “2013 Notes”) expired at 11:59 p.m., New York City time, on October 12, 2010 (the “Expiration Time”). The Company previously announced that it had purchased approximately $185.8 million in aggregate principal amount of 2013 Notes on September 27, 2010. Between September 28, 2010 and the Expiration Time, there were no additional 2013 Notes validly tendered. Also as previously announced on October 1, 2010, the Company intends to redeem all of the 2013 Notes that remain outstanding, in the aggregate principal amount of approximately $14.2 million, on November 1, 2010.

Banc of America Securities LLC acted as Dealer Manager and Solicitation Agent for the Tender Offer. D. F. King & Co., Inc. acted as the Information Agent and Depositary for the Tender Offer.

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.

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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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