FTI Consulting, Inc. Announces Initial Purchase of 7 3/4% Senior Notes due
2016 and Receipt of Requisite Consents in Cash Tender Offer and Consent
WEST PALM BEACH, Fla., Nov. 28, 2012
WEST PALM BEACH, Fla., Nov. 28, 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 accepted for purchase approximately $128.3 million
aggregate principal amount of its $215.0 million aggregate principal amount
of7¾% Senior Notes due 2016 (CUSIP No. 302941 AG4) (the "2016 Notes")
representing all 2016 Notes that were validly tendered and not validly
withdrawn at or prior to 5:00 p.m., New York City time, on November 26, 2012
(the "Consent Payment Deadline"), pursuant to the Company's previously
announced cash offer to purchase and consent solicitation (the "Tender Offer")
for any and all of its outstanding 2016 Notes.
The Company used approximately $133.7 million of the net proceeds from its
private offering of $300.0 million aggregate principal amount of 6.0% senior
notes due 2022 (the "Offering") to fund the purchase of the 2016 Notes, pay
the accrued and unpaid interest of approximately $1.6 million on the purchased
2016 Notes and make the related consent payments. The Company expects to use
the remaining net proceeds from the Offering, plus cash on hand, to fund the
purchase price of any additional 2016 Notes that are validly tendered pursuant
to the Tender Offer and to redeem any and all of the 2016 Notes that remain
outstanding following the consummation of the Tender Offer, as well as pay any
accrued and unpaid interest and the related tender or redemption expenses.
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 remain outstanding after giving effect to the consummation of the Tender
Offer (the "Estimated Charge"). FTI Consulting expects the Estimated Charge to
be approximately $5.0 million, which will reduce fully diluted earnings per
share by $0.07. The final Estimated Charge will vary based upon, among other
factors, whether any 2016 Notes that remain outstanding on the date hereof are
purchased by the Company pursuant to the Tender Offer in respect of subsequent
tenders made prior to the Expiration Time (as defined below) or are otherwise
redeemed by the Company pursuant to the Company's notice of redemption issued
on November 27, 2012.
The Company also received sufficient consents to approve the proposed
amendments to the indenture dated as of October 3, 2006 (as supplemented or
amended, the "Indenture"), governing the 2016 Notes that, among other
modifications, eliminate substantially all of the restrictive covenants and
certain events of default and amend related provisions in the Indenture. The
Company, the guarantors party thereto and the trustee for the 2016 Notes have
entered into a supplemental indenture implementing these amendments.
The Tender Offer remains open and expires 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 Time"). Holders who validly
tender, and do not validly withdraw, their 2016 Notes after the Consent
Payment Deadline and prior to the Expiration Time will be eligible to receive
the tender offer consideration of $1,019.58 per $1,000 principal amount of
2016 Notes, but will not receive the consent payment of $10.00 per $1,000
principal amount of 2016 Notes.
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
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, Investor Relations & Communications Manager, F T I
Consulting, +1-617-747-1791 direct, firstname.lastname@example.org
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