UNITED STATES
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): August 28, 2015
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.) |
1101 K Street NW, Washington, D.C. 20005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (202) 312-9100
(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 August 28, 2015, FTI Consulting, Inc. (“FTI Consulting”) issued a press release announcing the results of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding $400 million aggregate principal amount of 6 3⁄4% Senior Notes due 2020 (the “Notes”), which expired as of 5:00 p.m., New York City Time, on August 27, 2015 (the “Expiration Time”). As of the Expiration Time, a total of $192,897,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn in the Tender Offer. FTI Consulting has accepted all Notes validly tendered and not withdrawn and has paid the purchase price therefore.
In addition, on September 1, 2015, FTI Consulting issued a press release announcing that it has elected to redeem on October 1, 2015 the $207,103,000 aggregate principal amount of Notes that remained outstanding after the consummation of the Tender Offer.
Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, and are hereby incorporated by reference herein.
This Current Report on Form 8-K includes “forward-looking statements,” which involve uncertainties and risks. Forward-looking statements include statements concerning FTI Consulting’s plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions and other matters, business trends and other information that is not historical, including statements regarding estimates of FTI Consulting’s future financial results. When used in this press release, words such as “expects,” “anticipates,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon FTI Consulting’s expectations at the time it makes them and various assumptions. FTI Consulting’s beliefs are expressed in good faith, and FTI Consulting believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations and beliefs will be achieved, and actual events may differ materially from its expectations and beliefs. FTI Consulting is under no duty to update any of the forward-looking statements to conform such statements to actual results or events and do not intend to do so.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated August 28, 2015, Announcing Results of the Tender Offer for Notes | |
| 99.2 | Press Release of FTI Consulting, Inc. dated September 1, 2015, Announcing Redemption of Notes | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| September 1, 2015 |
By: | /s/ Curtis Lu | ||||
| Name: | Curtis Lu | |||||
| Title: | General Counsel | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated August 28, 2015, Announcing Results of the Tender Offer for Notes | |
| 99.2 | Press Release of FTI Consulting, Inc. dated September 1, 2015, Announcing Redemption of Notes | |
Exhibit 99.1
FTI Consulting Announces Results of Cash Tender Offer for Any and All of its 6 3⁄4% Senior Notes due 2020
WASHINGTON, Aug. 28, 2015 (GLOBE NEWSWIRE) — FTI Consulting, Inc. (NYSE:FCN) (the “Company”), the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, announced today the results of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding $400 million aggregate principal amount of 6 3⁄4% Senior Notes due 2020 (CUSIP No. 302941 AJ8) (the “Notes”), which expired as of 5:00 p.m., New York City Time, on August 27, 2015 (the “Expiration Time”). As of the Expiration Time, a total of $192,897,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn in the Tender Offer. The Company has accepted for purchase all of the Notes that were validly tendered and not validly withdrawn and paid the Purchase Price (as defined below) plus accrued interest and settled the Tender Offer on August 28, 2015 (the “Payment Date”).
In accordance with the terms of the Tender Offer, the Company offered to make a cash payment to all holders who validly tendered and did not validly withdraw their Notes in the Tender Offer of $1,037.88 per $1,000 principal amount of Notes (the “Purchase Price”), plus accrued interest thereon to, but not including, the Payment Date.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.
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 4,400 employees located in 26 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 $1.76 billion in revenues during fiscal year 2014. More information can be found at www.fticonsulting.com.
Safe Harbor Statement
This press release includes “forward-looking statements,” which involve uncertainties and risks. Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions and other matters, business trends and other information that is not historical, including statements regarding estimates of the Company’s future financial results. When used in this press release, words such as “expects,” “anticipates,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, the Company’s current intent to redeem any Notes that remain outstanding following the consummation of the Tender Offer, are based upon the Company’s expectations at the time it makes them and various assumptions. The Company’s beliefs are expressed in good
faith, and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations and beliefs will be achieved, and actual events may differ materially from its expectations and beliefs. The Company is under no duty to update any of the forward-looking statements to conform such statements to actual results or events and do not intend to do so.
CONTACT: Investor and Media Contact:
Mollie Hawkes
+1.617.747.1791
mollie.hawkes@fticonsulting.com
Exhibit 99.2
FTI Consulting, Inc. Announces Notice of Redemption
for Any and All of its 6 3/4% Senior Notes due 2020
WASHINGTON, Sept. 1, 2015 (GLOBE NEWSWIRE) — 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 issued a notice of redemption for the $207,103,000 aggregate principal amount of its 6 3/4% Senior Notes due 2020 (the “Notes”) that remained outstanding after the consummation of the Company’s previously announced cash tender offer to purchase any and all of the Notes. The redemption date will be October 1, 2015, and the redemption price will be 103.375% of the principal amount plus accrued and unpaid interest to, but not including, the redemption date.
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 4,400 employees located in 26 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 $1.76 billion in revenues during fiscal year 2014. More information can be found at www.fticonsulting.com.
Safe Harbor Statement
This press release includes “forward-looking statements,” which involve uncertainties and risks. Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions and other matters, business trends and other information that is not historical, including statements regarding estimates of the Company’s future financial results. All forward-looking statements are based upon the Company’s expectations at the time it makes them and various assumptions. The Company’s beliefs are expressed in good faith, and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations and beliefs will be achieved, and actual events may differ materially from its expectations and beliefs. The Company is under no duty to update any of the forward-looking statements to conform such statements to actual results or events and do not intend to do so.
CONTACT: Investor and Media Contact:
Mollie Hawkes
+1.617.747.1791
mollie.hawkes@fticonsulting.com