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FCN > SEC Filings for FCN > Form 8-K on 12-Dec-2012All Recent SEC Filings

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Form 8-K for FTI CONSULTING INC


12-Dec-2012

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

As previously disclosed, on November 9, 2012, FTI Consulting, Inc. ("FTI Consulting") commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 7 3/4% Senior Notes due 2016 in the aggregate principal amount of $215 million (the "2016 Notes") and a concurrent consent solicitation for proposed amendments to the indenture, dated as of October 3, 2006 (as amended, supplemented or otherwise modified, the "Indenture"), among FTI Consulting, the guarantors party thereto and Wilmington Trust Company, as trustee, under which the 2016 Notes were issued.

At 9:00 a.m., New York City time, on December 11, 2012 (the "Expiration Time"), the Tender Offer expired. As previously disclosed, FTI Consulting received and accepted for purchase approximately $128.3 million, or approximately 60%, of the aggregate principal amount of its 2016 Notes on November 27, 2012, representing all 2016 Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 26, 2012, and received sufficient consents to approve the proposed amendments to the Indenture that, among other modifications, eliminated substantially all of the restrictive covenants and certain events of default in the Indenture and related provisions.

Between November 27, 2012 and the Expiration Time, there were no additional 2016 Notes validly tendered. Also, as previously announced on November 28, 2012, FTI Consulting intends to redeem all of the 2016 Notes that remain outstanding, in the aggregate principal amount of approximately $86.7 million, on December 27, 2012. The redemption price for such 2016 Notes is 102.583% of the principal amount plus accrued and unpaid interest. Unless FTI Consulting defaults in making the redemption payment, interest on the redeemed 2016 Notes will cease to accrue on and after December 27, 2012, and the only remaining right of the holders will be to receive payment of the redemption price and interest accrued until, but not including, December 27, 2012 upon surrender to the paying agent of such 2016 Notes.

A copy of the press release announcing the expiration of the Tender Offer for the 2016 Notes is filed herewith as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

99.1         Press Release of FTI Consulting, Inc. dated December 11, 2012,
             announcing the expiration of Tender Offer for the 2016 Notes


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