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Published on 11/28/2012 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

FTI Consulting obtains consents to amend 7¾% notes, calls remainder

By Susanna Moon

Chicago, Nov. 28 - FTI Consulting, Inc. said it accepted tenders for about $128.3 million of its $215 million principal amount of 7¾% senior notes due 2016 by the consent deadline at 5 p.m. ET on Nov. 26.

FTI used about $133.7 million of proceeds from its $300 million private offering of 6% senior notes due 2022 to fund the purchase, pay accrued interest of about $1.6 million and make the related consent payments.

Remaining proceeds, along with cash on hand, will be used to fund any additional tenders under the offer and to redeem the notes that remain outstanding after the offer ends, according to a company press release.

The company said it received enough consents to amend the notes to eliminate substantially all of the restrictive covenants and events of default, and it entered into a supplemental indenture implementing these amendments.

As noted, holders could not tender notes without delivering consents or give their consents without tendering their notes. The company needed consents from holders of a majority of the notes to amend the indenture.

In a separate press release, the company called any notes that remain outstanding after the offer ends for redemption at 102.583% of par plus accrued interest on Dec. 27.

As of Nov. 27, about $86.7 million of the notes remain outstanding.

The company will pay total purchase price of $1,029.58 for each $1,000.00 principal amount of notes tendered by the consent deadline, as noted before. The total payment includes a consent payment of $10.00 per $1,000.00 of notes.

Those who tender their notes after the consent deadline will receive the tender offer payment of $1,019.58 for each $1,000.00 of notes.

The company also will pay receive accrued interest to but excluding the payment date.

The tender offer will continue until 9 a.m. ET on Dec. 11. The offer began on Nov. 9.

As previously reported, the offer is conditioned on the completion of debt financing with enough proceeds to fund the offer, tenders for at least a majority of the outstanding notes and enough consents to amend the notes and execute a supplemental indenture.

Tendered notes may no longer be withdrawn.

J.P. Morgan Securities LLC (800 245-8812 or collect 212 270-1200) and Bank of America Merrill Lynch (888 292-0070 or collect 646 855-3401) are the dealer managers and solicitation agents. D.F. King & Co., Inc. (800 578-5378 or bankers and brokers 212 269-5550) is the information agent and depositary.

FTI is a business advisory firm based in West Palm Beach, Fla.


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