SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 2, 2011
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in 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
(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 240.14d-2(b)) |
| ¨ | 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 1.02 | Termination of Material Definitive Agreement |
On September 6, 2011, Goldman, Sachs & Co. (“Goldman Sachs”) notified FTI Consulting, Inc. (“FTI Consulting”) that FTI Consulting will receive an additional 671,647 shares of common stock in final settlement of the supplemental confirmation entered into on March 2, 2011 (the “2011 Supplemental Confirmation”) relating to the $209.4 million accelerated stock buyback transaction (the “2011 ASB Transaction”) announced on March 3, 2011, pursuant to the collared accelerated stock buyback master confirmation agreement dated November 9, 2009 (the “Master Confirmation Agreement”) between FTI Consulting and Goldman Sachs. This brings the aggregate final number of common shares repurchased by FTI Consulting pursuant to the 2011 ASB Transaction to 5,733,205 shares. As permitted by the Master Confirmation Agreement and the 2011 Supplemental Confirmation, Goldman Sachs has accelerated the termination date of the 2011 Supplemental Confirmation and 2011 ASB Transaction (which was to occur no later than December 2, 2011) to September 2, 2011. No cash was required to be paid by FTI Consulting to complete the delivery of the shares or in connection with the termination of the 2011 ASB Transaction and 2011 Supplemental Confirmation. The 2011 ASB Transaction completes the $500 million common stock repurchase authorized by FTI Consulting’s Board of Directors in 2009.
The Master Confirmation Agreement was previously filed as an exhibit to the Current Report on Form 8-K dated November 9, 2009 filed by FTI Consulting with the Securities and Exchange Commission (the “SEC”) on November 13, 2009 and the 2011 Supplemental Confirmation was previously filed as an exhibit to FTI Consulting’s Registration Statement on From S-4 (333-173096) filed with the SEC on March 25, 2011, and they are incorporated herein by reference.
| ITEM 7.01. | Regulation FD Disclosure |
On September 9, 2011, FTI Consulting issued a press release announcing the final share settlement, completion of the 2011 ASB Transaction, termination of the 2011 Supplemental Confirmation and completion of the 2009 common stock repurchase authorization. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| ITEM 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits. |
| 99.1 | Press Release of FTI Consulting, Inc. dated September 9, 2011 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| Dated: September 9, 2011 | By: | /S/ ERIC B. MILLER | ||||
| Eric B. Miller Executive Vice President, General Counsel and Chief Ethics Officer | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated September 9, 2011 | |
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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:
Jack Dunn, President & CEO
(561) 515-1900
FOR IMMEDIATE RELEASE
FTI CONSULTING, INC. ANNOUNCES COMPLETION OF $209.4 MILLION
ACCELERATED STOCK BUYBACK TRANSACTION WITH GOLDMAN, SACHS & CO.
West Palm Beach, FL, September 9, 2011 — FTI Consulting, Inc. (NYSE: FCN), the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, today announced that as of September 2, 2011, Goldman, Sachs & Co. completed the previously announced accelerated stock buyback transaction entered into on March 2, 2011 (“2011 ASB”), which resulted in the purchase of an additional 671,647 shares of common stock, for a total purchase of 5,733,205 shares at a total acquisition cost of $209.4 million. As permitted by the supplemental confirmation entered into on March 2, 2011 to the collared accelerated stock buyback master confirmation agreement dated November 9, 2009 between FTI Consulting and Goldman Sachs, Goldman Sachs accelerated the termination date of the 2011 ASB (which was to occur no later than December 2, 2011) to September 2, 2011. The 2011 ASB was part of the Company’s previously announced $500 million share repurchase program, and was funded using available cash on hand. The 2011 ASB completes the $500 million stock repurchase authorized by FTI Consulting’s Board of Directors in 2009. FTI Consulting has today filed a Current Report on Form 8-K with the Securities and Exchange Commission concerning the completion of the 2011 ASB.
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 more than 3,700 employees located in 22 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate, and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management and restructuring. The company generated $1.4 billion in revenues during fiscal year 2010. More information can be found at www.fticonsulting.com.
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