FTI Consulting Announces Cash Tender Offer for Any and All of Its 6 3/4% Senior Notes due 2020
The Tender Offer will expire at
The consideration for each
|Title of Security||Number||Outstanding||Purchase Price(1)|
|6 ¾% Senior Notes due 2020||302941 AJ8||$400,000,000||$1,037.88|
|(1) Per $1,000 principal amount of Notes and excluding accrued but unpaid interest thereon from the most recent interest payment date for the Notes to, but not including, the Payment Date (as defined below) ("Accrued Interest"). Holders will receive in cash an amount equal to Accrued Interest in addition to the Purchase Price.|
The Offer to Purchase is subject to the satisfaction or waiver of a number of conditions, including receipt by the Company, on or prior to the Payment Date (as defined below), of proceeds from borrowings under its revolving credit facility to the extent necessary to provide funds, together with cash on hand to be used for such purpose, to pay the Purchase Price plus Accrued Interest for Notes accepted in the Tender Offer. The Tender Offer is not conditioned on a minimum amount of Notes being tendered. The Company may amend, extend or terminate the Tender Offer in its sole discretion.
The Company anticipates that it will accept for purchase and pay for Notes of holders who validly tender and do not validly withdraw such Notes, or who deliver to the tender agent a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions described in the Offer to Purchase, at or prior to the Expiration Time. The payment date for Notes tendered at or prior to the Expiration Time is expected to be
In addition to the Purchase Price, all holders of Notes accepted for purchase will also receive the Accrued Interest from the most recent interest payment date for the Notes to, but not including, the Payment Date (regardless of whether payment is made on the Payment Date or the Guaranteed Delivery Payment Date).
The Company has retained
None of the Company or its board of directors, the Dealer Manager, the Trustee or the information agent and tender agent makes any recommendation in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact
Copies of the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/fti.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. The Tender Offer is made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. The Tender Offer is 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.
Safe Harbor Statement
This press release includes "forward-looking statements," which involve uncertainties and risks. Forward-looking statements include statements concerning the Company's plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions and other matters, business trends and other information that is not historical, including statements regarding estimates of the Company's future financial results. When used in this press release, words such as "expects," "anticipates," "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, the Company's ability to borrow funds under its revolving credit facility to the extent necessary to fund the Purchase Price and its current intent to redeem any Notes that remain outstanding following the consummation of the Tender Offer, are based upon the Company's expectations at the time it makes them and various assumptions. The Company's beliefs are expressed in good faith, and the Company believes there is a reasonable basis for them. However, there can be no assurance that management's expectations and beliefs will be achieved, and the Company's actual results may differ materially from its expectations and beliefs. The Company is 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.