FTI Consulting Announces Tender Offer and Consent Solicitation For Any and All
of its 7 3/4% Senior Notes due 2016
WEST PALM BEACH, Fla., Nov. 9, 2012
WEST PALM BEACH, Fla., Nov.9, 2012 /PRNewswire/ --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 commenced a cash tender offer for any and all of its
outstanding $215.0 million aggregate principal amount of 7 ¾% Senior Notes due
2016 (CUSIP No. 302941 AG4) (the "Notes"). The Company also announced a
concurrent consent solicitation for proposed amendments to the indenture dated
as of October 3, 2006 (as amended, supplemented or otherwise modified as of
the date hereof, the "Indenture"), among the Company, the guarantors party
thereto and Wilmington Trust Company, as trustee (the "Trustee"), under which
the Notes were issued. The tender offer and the consent solicitation are being
made on the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated November 9, 2012 (the "Offer
to Purchase") and the related Letter of Transmittal and Consent. Holders that
tender their Notes pursuant to the tender offer will be deemed to have
consented to the proposed amendments to the Indenture.
The offer to purchase will expire at 9:00 a.m., New York City time, on
December 11, 2012 unless extended or earlier terminated (such time and date,
as the same may be extended, the "Expiration Date"). Holders of Notes
("Holders") must tender their Notes and provide their consents to the
amendments to the Indenture on or before 5:00 p.m., New York City time, on
November 26, 2012, unless extended (such time and date, as the same may be
extended, the "Consent Payment Deadline"), in order to be eligible to receive
the Total Consideration (as defined below). Holders of Notes who tender their
Notes after the Consent Payment Deadline and on or before the Expiration Date
will only be eligible to receive the Tender Offer Consideration (as defined
below). Following the Expiration Date, the Company intends to redeem the
balance of outstanding 2016 Notes, if any, at 102.583% of the principal amount
of the Notes plus any accrued and unpaid interest.
The offer to purchase and consent solicitation are subject to the satisfaction
or waiver of certain conditions as described in the Offer to Purchase,
including (1) (a)receipt by the Company, on or prior to the Initial
Acceptance Date (as defined in the Offer to Purchase), of net proceeds from a
new debt financing or financings on terms and conditions satisfactory to the
Company which will in the aggregate provide the Company with funds sufficient
to pay (x)the Total Consideration (as defined below) in respect of all Notes
(regardless of the actual amount of Notes tendered) and (y)estimated fees and
expenses relating to the Offer to Purchase and (b) entry into a new revolving
credit facility by the Company and (2)that (a)Holders of at least a majority
in aggregate principal amount of outstanding Notes validly deliver, and do not
validly revoke, consents to amend and supplement the Indenture to give effect
to the proposed amendments and (b)an amendment to the Indenture (the "Seventh
Supplemental Indenture") is executed by the Company, certain guarantors party
thereto and the Trustee.
The "Total Consideration" for each $1,000.00 principal amount of Notes validly
tendered, and not validly withdrawn, prior to the Consent Payment Deadline and
accepted for purchase is $1,029.58. The "Tender Offer Consideration" for each
$1,000 principal amount of Notes validly tendered, and not validly withdrawn,
after the Consent Payment Deadline but prior to the Expiration Date and
accepted for purchase is $1,019.58. The Tender Offer Consideration is the
Total Consideration minus the Consent Payment (as defined below). Holders who
validly tender, and do not validly withdraw, Notes accepted for payment by the
Company will also receive accrued and unpaid interest from the most recent
interest payment date for the Notes to, but not including, the applicable
The "Consent Payment" is an amount equal to $10.00 per $1,000.00 principal
amount of Notes and will be payable only with respect to each Note that is
validly received and not revoked on or before the Consent Payment Deadline.
The Consent Payment is included in the calculation of the Total Consideration
and is not in addition to the Total Consideration. Holders may not tender
Notes without delivering consents with respect to such Notes, nor may Holders
give their consents in respect of any Notes they do not tender.
Notes tendered pursuant to the tender offer may be validly withdrawn and
consents delivered pursuant to the consent solicitation may be validly revoked
at any time on or before the Consent Payment Deadline. A Holder may not
validly revoke a consent unless such Holder validly withdraws such Holder's
previously tendered Notes. Any Notes tendered on or before the Consent Payment
Deadline that are not validly withdrawn before the Consent Payment Deadline
may not be withdrawn thereafter, and any Notes tendered after the Consent
Payment Deadline may not be withdrawn, unless in either case the Company is
otherwise required by applicable law to permit the withdrawal. A valid
withdrawal of tendered Notes on or before the Consent Payment Deadline shall
be deemed a valid revocation of the related consent.
The proposed amendments to the Indenture would, among other modifications,
eliminate substantially all of the restrictive covenants and certain events of
default and modify certain related provisions in the Indenture. Holders of at
least a majority in principal amount of the Notes must consent to the
amendments to the Indenture for the amendments to the Indenture to become
effective. Holders who deliver their consents before the Consent Payment
Deadline will receive the Consent Payment (included in the Total
Consideration) if the offer is consummated. The Company has engaged J.P.
Morgan Securities LLC and BofA Merrill Lynch as Dealer Managers and
Solicitation Agents for the offer to purchase and consent solicitation.
Persons with questions regarding the offer to purchase and consent
solicitation should contact J.P. Morgan Securities LLC at (800) 245-8812
(toll-free) or (212) 270-1200 (collect) or BofA Merrill Lynch at (888)
292-0070 (toll-free) or (646) 855-3401 (collect). Requests for documents
should be directed to D.F. King & Co., Inc., the Information Agent and
Depositary for the tender offer and consent solicitation, at (212) 269-5550
(bankers and brokers) and (800) 578-5378 (all others).
This press release is for information purposes only and is not an offer to
purchase, a solicitation of acceptance of the offer to purchase or a
solicitation of a consent with respect to any of the Notes. The tender offer
and consent solicitation are being made pursuant to the tender offer and
consent solicitation documents, including the Offer to Purchase, which the
Company is distributing to holders of Notes. The tender offer and consent
solicitation are not being made to holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such 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 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.
SOURCE FTI Consulting, Inc.
Contact: Mollie Hawkes of FTI Consulting, Inc., +1-617-747-1701,
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