FTI Consulting Announces Pricing of Upsized $275.0 Million Convertible Notes Offering
The Company estimates that the net proceeds from the offering will be approximately
As previously announced, the Company intends to use a portion of the net proceeds from the offering, together with cash on hand, to redeem any and all of its
The Company expects that after giving effect to the issuance of the Convertible Notes (assuming no exercise of the initial purchasers’ option to purchase additional Convertible Notes) and the use of proceeds therefrom, its cash interest will be reduced by approximately
The Convertible Notes will be senior unsecured obligations of the Company and will bear interest at a fixed rate of 2.0% per year, payable semiannually in arrears on
If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), subject to certain conditions, the holders of the Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes in principal amounts of
The Company may not redeem the Convertible Notes prior to maturity.
The Convertible Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the Convertible Notes nor the shares of the Company’s common stock into which the Convertible Notes are convertible, if any, have been, nor will be, registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any state or other jurisdiction in which such offer, solicitation, or sale is unlawful.
Safe Harbor Statement
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve uncertainties and risks. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions, convertible indebtedness, share repurchases and other matters, business trends and other information that is not historical, including statements regarding estimates of our future financial results. When used in this press release, words such as “estimates,” “expects,” “anticipates,” “projects,” “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, estimates of our future financial results, are based upon our expectations at the time we make them and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and estimates will be achieved, and the Company’s actual results may differ materially from our expectations, beliefs and estimates. Further, preliminary results are subject to normal year-end adjustments. The Company has experienced fluctuating revenues, operating income and cash flows in prior periods and expects that this will occur from time to time in the future. Other factors that could cause such differences include declines in demand for, or changes in, the mix of services and products that we offer, the mix of the geographic locations where our clients are located or where services are performed, fluctuations in the price per share of our common stock, adverse financial, real estate or other market and general economic conditions, and other future events, which could impact each of our segments differently and could be outside of our control, the pace and timing of the consummation and integration of future acquisitions, the Company’s ability to realize cost savings and efficiencies, competitive and general economic conditions, retention of staff and clients, new laws and regulations, or changes thereto, including the 2017 Tax Act, and other risks described under the heading “Item 1A, Risk Factors” in the Company’s annual report on Form 10-K for the year ended
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