FTI Consulting, Inc. said it intends to offer up to $250.0 million aggregate principal amount of convertible senior notes due 2023.
FTI said the notes will be issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, subject to market conditions and other factors.
The Company also expects to grant the initial purchasers of the Convertible Notes an option to purchase, within a 13-day period beginning on, and including, the first day on which the Convertible Notes are issued, up to an additional $37.5 million aggregate principal amount of the Convertible Notes.
The Convertible Notes will be senior unsecured obligations of the Company. Interest will be payable semi-annually in arrears. The Convertible Notes will be convertible at the option of holders prior to the close of business on the business day immediately preceding May 15, 2023, only upon the occurrence of specified events or under certain circumstances. Thereafter, until the close of business on the business day immediately preceding the maturity date of August 15, 2023, the Convertible Notes will be convertible at any time. Upon conversion, the Convertible Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. The interest rate, initial conversion rate and other terms of the Convertible Notes are to be determined upon negotiations between the Company and the initial purchasers.
The Company intends to use the net proceeds from the offering, together with cash on hand, to redeem any and all of its $300.0 million of 6.00% senior notes due 2022 that remain outstanding as of November 15, 2018. The Company may elect to use a portion of the net proceeds from the offering to repurchase up to $25.0 million of the Company’s common stock from purchasers of the Convertible Notes in the offering in privately negotiated transactions effected through one of the initial purchasers concurrently with the closing of the offering. With respect to any repurchases of shares of the Company’s common stock, the Company expects to repurchase shares at a purchase price per share equal to the closing price per share of the Company’s common stock on the date of the pricing of the offering. These repurchases could increase, or prevent a decrease in, the market price of the Company’s common stock or the Convertible Notes and could result in a higher effective conversion price for the Convertible Notes. The repurchases of the Company’s common stock, if any, have been approved by the Company’s board of directors.
The Convertible Notes will only be 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 other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
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 jurisdiction in which such offer, solicitation or sale is unlawful.