SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 30, 2002
FTI Consulting, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland 001-14875 52-1261113
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
900 Bestgate Road, Suite 100, Annapolis, Maryland 21401
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (410) 224-8770
Item 2. Acquisition or Disposition of Assets.
On July 24, 2002, FTI Consulting, Inc. ("FTI") entered into an Agreement
for the Purchase and Sale of Assets (the "Purchase Agreement") by and between
FTI and PricewaterhouseCoopers LLP ("PwC"), pursuant to which FTI agreed to
acquire certain assets and assume certain liabilities of PwC's U.S. Business
Recovery Services Division. The U.S. Business Recovery Services Division is one
of the leading providers of bankruptcy, turnaround and financial restructuring
services to businesses in the United States. On August 30, 2002, FTI completed
the acquisition of the U.S. Business Recovery Services Division. The purchase
price plus other acquisition costs included approximately $143.0 million of cash
and 3.0 million shares of FTI common stock. FTI financed the cash portion of the
purchase price from its existing cash and a new credit facility that it entered
into with Bank of America, N.A. on August 30, 2002. At September 3, 2002, FTI's
aggregate outstanding indebtedness under the credit facility consisted of a term
loan of $74.0 million and $45.0 million drawn under a $100.0 million revolving
credit line, and its current term loan of $26.0 million remained outstanding.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Purchase Agreement, incorporated herein by
reference, and the credit facility, attached as an exhibit hereto. A press
release issued by FTI on September 3, 2002 announcing the acquisition and the
credit facility is attached as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Acquired Business. The required
financial statements will be filed as soon as
practicable, but not later than 60 days after the filing
date of this Form 8-K report.
(b) Pro Forma Financial Information. It is impracticable
to provide the required pro forma financial
information at this time. The required pro forma
financial information will be filed as soon as
practicable, but not later than 60 days after the
filing date of this Form 8-K report.
(c) Exhibits.
2.1* Agreement for the Purchase and Sale of Assets
dated as of July 24, 2002, by and between
PricewaterhouseCoopers LLP and FTI Consulting,
Inc.
4.1 Registration Rights Agreement dated as of August
30, 2002, by and between FTI Consulting, Inc.,
PricewaterhouseCoopers LLP and the other
signatories thereto.
10.1 Credit Agreement dated as of August 30, 2002, by and
among FTI Consulting, Inc. and its subsidiaries
named therein, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C
Issuer, and the other lenders and the arranger and
book manager named therein.
10.2 Pledge Agreement dated as of August 30, 2002, by and
among the pledgors named therein and Bank of
America, N.A., as Administrative Agent.
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10.3 Security Agreement dated as of August 30, 2002, by
and among the grantors named therein and Bank of
America, N.A., as Administrative Agent.
10.4 Transition Services Agreement dated as of August 30,
2002, by and between PricewaterhouseCoopers LLP and
FTI Consulting, Inc.
99.1 Press Release dated September 3, 2002, of FTI
Consulting, Inc.
* Filed as an exhibit to FTI's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 26, 2002, and incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FTI CONSULTING, INC.
By: /s/ Theodore I. Pincus
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Theodore I. Pincus
Executive Vice President and
Chief Financial Officer
Date: September 13, 2002
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EXHIBIT INDEX
Exhibit Description
4.1 Registration Rights Agreement dated as of August 30, 2002, by
and between FTI Consulting, Inc., PricewaterhouseCoopers LLP and
the other signatories thereto.
10.1 Credit Agreement dated as of August 30, 2002, by and among FTI
Consulting, Inc. and its subsidiaries named therein, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer, and the other lenders and the arranger and book
manager named therein. FTI will furnish to the Securities and
Exchange Commission a copy of any omitted schedule or exhibit
upon request.
10.2 Pledge Agreement dated as of August 30, 2002, by and among the
pledgors named therein and Bank of America, N.A., as Administrative
Agent.
10.3 Security Agreement dated as of August 30, 2002, by and among the
grantors named therein and Bank of America, N.A., as Administrative
Agent.
10.4 Transition Services Agreement dated as of August 30, 2002 by and
between PricewaterhouseCoopers LLP and FTI Consulting, Inc.
99.1 Press Release dated September 3, 2002, of FTI Consulting, Inc.
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