FTI Consulting Announces Proposed Private Offering of $300.0 Million Senior Notes Due 2022
WEST PALM BEACH, Fla., Nov. 9, 2012 /PRNewswire/ -- FTI Consulting, Inc. (NYSE: FCN) (the "Company") today announced that it intends, subject to market and other conditions, to offer $300.0 million aggregate principal amount of senior notes due 2022 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). It is expected that the Notes will be guaranteed, with certain exceptions, by all of the Company's existing and future domestic restricted subsidiaries on a senior unsecured basis.
The Company intends to use the net proceeds from the offering of the Notes to finance its announced cash tender offer to repurchase any and all of its outstanding $215.0 million aggregate principal amount of 7 ¾% Senior Notes due 2016 (the "2016 Notes"), to redeem any and all of the 2016 Notes that remain outstanding following the consummation of the tender offer, to repay outstanding borrowings under its current senior secured bank credit facility and for general corporate purposes, which could include working capital, share repurchases, capital expenditures, acquisitions, refinancing of other debt or other capital transactions.
The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Safe Harbor Statement
This press release contains "forward-looking statements" within the meaning of federal securities law. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control. Such risks and uncertainties include, but are not limited to, the effect of general economic conditions and other factors listed in the Company's filings with the Securities and Exchange Commission. We are 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.
SOURCE FTI Consulting, Inc.