FTI greenshoe lifts 2% five-year convertibles to $316.25 million

By Wendy Van Sickle

Columbus, Ohio, Aug. 20 – The initial purchasers for FTI Consulting, Inc.’s 2% five-year convertible notes fully exercised their $41.25 million over-allotment option, lifting the total deal size to $316.25 million, according to an 8-K filing with the Securities and Exchange Commission.

The company priced an upsized $275 million of the convertibles after the market close last Wednesday at par with an initial conversion premium of 32.5%, as previously reported.

Pricing came at the cheap end of talk for a coupon of 1.5% to 2% and at the midpoint of talk for an initial conversion premium of 30% to 35%.

J.P. Morgan Securities LLC and BofA Merrill Lynch are joint bookrunners for the Rule 144A deal.

The initial size of the deal was $250 million with a greenshoe of $37.5 million.

The notes are non-callable. They are putable upon a fundamental change.

They are contingently convertible until May 15, 2023 and freely convertible thereafter.

Proceeds will be used with cash on hand to redeem the outstanding $300 million of the company’s 6% convertible notes due 2022.

Proceeds will also be used to repurchase $15 million of its common stock through one of the initial purchasers of the convertible notes for $76.51 per share.

FTI Consulting is a Washington, D.C.-based global business advisory firm.

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