ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 21, 2022, FTI Consulting, Inc. ("FTI Consulting"), as borrower, each
designated borrower party thereto, the guarantors party thereto, the lenders and
L/C issuers party thereto, and Bank of America, N.A., as administrative agent
(the "Administrative Agent"), swing line lender and an L/C issuer, entered into
the second amendment and restatement agreement (the "Amendment Agreement"),
which amends and restates the Amended and Restated Credit Agreement dated as of
November 30, 2018 (as amended, restated or otherwise modified prior to the date
of the Amendment Agreement (the "Existing Agreement"). The second amended and
restated credit agreement (the "A&R Credit Agreement") increases the revolving
line of credit limit from $550.0 million to $900.0 million, extends the term of
the Existing Agreement from November 30, 2023 to November 21, 2027, replaces USD
LIBOR with, at FTI Consulting's option, Term SOFR and Daily Simple SOFR, GDP
LIBOR with SONIA and EUR LIBOR with EURIBOR, and amends certain financial,
investment, restricted payment, debt and other covenants. The A&R Credit
Agreement also amends the incremental facility to permit increases to the size
of the revolving line of credit or the making of new term loans, in each case,
of up to a maximum of $300.0 million plus unlimited amounts so long as, among
other conditions, after giving effect to the applicable increase or new term
loans, as applicable, the "Consolidated Senior Secured Net Leverage Ratio" (as
defined in the A&R Credit Agreement) is not greater than 3.50 to 1.00. The A&R
Credit Agreement further provides that, upon the consent of FTI Consulting and
the "Required Lenders" (as defined therein), the A&R Credit Agreement may be
amended, at FTI Consulting's election, to include pricing adjustments based on
certain Environmental, Social and Governance (ESG)-related Key Performance
Indicators to be established by FTI Consulting in consultation with the
"Sustainability Coordinator" (as defined therein). Borrowings under the A&R
Credit Agreement may be used for working capital, capital expenditures, other
general corporate purposes, permitted acquisitions and other investments.
The obligations of FTI Consulting under the A&R Credit Agreement will continue
to be guaranteed by substantially all of FTI Consulting's wholly-owned domestic
subsidiaries and secured by substantially all of FTI Consulting's and such
guarantors' personal property assets, pursuant to the terms of the Amended and
Restated Security Agreement, dated as of November 21, 2022, among FTI
Consulting, the other grantors party thereto and the Administrative Agent, and
the Amended and Restated Pledge Agreement, dated as of November 21, 2022, among
FTI Consulting, the other pledgors party thereto and the Administrative Agent.
The financial institutions party to the Amendment Agreement and the A&R Credit
Agreement and their respective affiliates are full service financial
institutions engaged in various activities, which may include sales and trading,
commercial and investment banking, advisory, investment management, investment
research, principal investment, hedging, market making, brokerage, and other
financial and non-financial activities and services. Certain of these financial
institutions and their respective affiliates have provided, and may in the
future provide, a variety of services to FTI Consulting and to persons and
entities with relationships with FTI Consulting, for which they received or will
receive customary fees and expenses.
The foregoing descriptions of the Amendment Agreement and the A&R Credit
Agreement are qualified in their entirety by the terms of such applicable
agreement, which are filed hereto as Exhibit 10.1 and are hereby incorporated
herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 2.03.
ITEM 7.01. REGULATION FD DISCLOSURE.
On November 21, 2022, FTI Consulting issued a press release announcing the entry
into the A&R Credit Agreement. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Second Amendment and Restatement Agreement, dated as of November 21,
2022 (the "Amendment Agreement"), among FTI Consulting, Inc., a Maryland
corporation, the Subsidiaries of the Company party hereto, as Guarantors,
the Lenders and L/C Issuers party hereto and Bank of America, N.A., as
administrative agent (including Annex B - Second Amended and Restated
Credit Agreement dated as of November 21, 2022 (the "A&R Credit
Agreement"), by and among FTI Consulting, Inc., the designated borrowers
party thereto, the guarantors party thereto, the lenders party thereto,
and Bank of America, N.A., as administrative agent. Other annexes,
exhibits and schedules (or similar attachments) to the Amendment Agreement
and exhibits and Schedules to the A&R Credit Agreement are not filed. FTI
Consulting, Inc. will furnish supplementally a copy of any omitted annex,
exhibit or schedule to the Securities and Exchange Commission upon
request.
99.1 Press Release of FTI Consulting, Inc. dated November 21, 2022,
announcing Second Amended and Restated Credit Agreement.
104 The Cover Page from FTI Consulting's Current Report on Form 8-K dated
November 21, 2022, formatted in Inline XBRL.
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