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): December 27, 2012
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 December 27, 2012, FTI Consulting, Inc. (“FTI Consulting”) announced that it has completed the redemption of $86,688,000 aggregate principal amount of its 7 3/4% Senior Notes due 2016 (CUSIP No. 302941 AG4) (the “2016 Notes”), that remained outstanding after consummation of FTI Consulting’s previously announced offer to purchase (“Tender Offer”) relating to the 2016 Notes, which expired at 9:00 a.m., New York City time, on December 11, 2012 (the “Expiration Time”). The redemption price was 102.583% of the principal amount plus accrued and unpaid interest. FTI Consulting used the proceeds of its recently completed private offering of 6.0% Senior Notes due 2022, plus cash on hand, to fund the redemption.
As announced on November 28, 2012, FTI Consulting will recognize a pre-tax charge against 2012 fourth-quarter earnings, reflecting the estimated loss on early extinguishment of debt related to the Tender Offer and the subsequent redemption of all 2016 Notes that remained outstanding following the Expiration Time (the “Estimated Charge”). FTI Consulting has updated its Estimated Charge to be approximately $4.5 million, which will reduce fully diluted earnings per share by $0.07, after giving effect to the redemption of all outstanding 2016 Notes.
A copy of the press release announcing the redemption of the 2016 Notes that remained outstanding following the Expiration Time 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 December 27, 2012, announcing the redemption of 2016 Notes that remained outstanding following the expiration of Tender Offer for the 2016 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.
| FTI CONSULTING, INC. | ||
| By: | /S/ ERIC B. MILLER | |
| Name: | Eric B. Miller | |
| Title: | Executive Vice President, General Counsel and Chief Risk Officer | |
Date: December 27, 2012
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated December 27, 2012, announcing the redemption of 2016 Notes that remained outstanding following the expiration of Tender Offer for the 2016 Notes | |
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Exhibit 99.1
FTI Consulting, Inc. Announces Completion of Redemption of
7 3/4% Senior Notes due 2016
West Palm Beach, FL, December 27, 2012 — FTI Consulting, Inc. (NYSE: FCN) (the “Company”), the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, today announced that it has completed the redemption of $86,688,000 aggregate principal amount of its 7 3/4% Senior Notes due 2016 (CUSIP No. 302941 AG4) (the “2016 Notes”), that remained outstanding after consummation of the Company’s previously announced offer to purchase (“Tender Offer”) relating to the 2016 Notes, which expired at 9:00 a.m., New York City time, on December 11, 2012 (the “Expiration Time”). The redemption price was 102.583% of the principal amount plus accrued and unpaid interest. The Company used the proceeds of its recently completed private offering of 6.0% Senior Notes due 2022, plus cash on hand, to fund the redemption.
As announced on November 28, 2012, the Company will recognize a pre-tax charge against 2012 fourth-quarter earnings, reflecting the estimated loss on early extinguishment of debt related to the Tender Offer and the subsequent redemption of all 2016 Notes that remained outstanding following the Expiration Time (the “Estimated Charge”). The Company has updated its Estimated Charge to be approximately $4.5 million, which will reduce fully diluted earnings per share by $0.07, after giving effect to the redemption of all outstanding 2016 Notes.
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 3,800 employees located in 24 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, strategic communications and restructuring. The Company generated $1.57 billion in revenues during fiscal year 2011. More information can be found at www.fticonsulting.com.
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