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): February 4, 2000
FTI Consulting, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland 001-14875 52-1261113
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
2021 Research Drive, 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 February 4, 2000, FTI Consulting, Inc. ("FTI") completed the
acquisition of all of the outstanding membership interests of Policano & Manzo,
L.L.C., a privately-held consulting firm that is the leader in providing
bankruptcy and turnaround consulting services to large corporations, money
center banks and secured lenders throughout the United States. The acquisition
was accomplished under an LLC Membership Interests Purchase Agreement (the
"Purchase Agreement") dated as of January 31, 2000, by and among FTI, Michael
Policano and Robert Manzo. FTI acquired the membership interests from Messrs.
Policano and Manzo for a total consideration of approximately $50,000,000 in
cash and shares of FTI's Common Stock.
To finance the acquisition, FTI entered into a senior credit facility,
consisting of a $61,000,000 term loan, a $7,500,000 revolving credit facility
and a $30,000,000 subordinated debt facility with a group of lenders led by
Newcourt Commercial Finance Corporation, an affiliate of The CIT Group, Inc.,
with Allied Capital Corporation, Bank of America, N.A., ING (U.S.) Capital LLC,
SunTrust Bank, N.A. and ReliaStar Financial Corp. In addition to financing the
acquisition, proceeds of these facilities, together with FTI's internally
generated cash, were used to refinance FTI's existing debt of approximately
$44,000,000.
The foregoing description of the Purchase Agreement and the credit
facilities does not purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement and the credit facilities, each attached as
exhibits hereto. A press release issued by FTI on February 7, 2000 announcing
the acquisition and the execution of the credit facilities is also attached as
an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statement of Acquired Business. It is impracticable to
provide the required financial statements at this time. 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 LLC Membership Interests Purchase Agreement dated as of January
31, 2000, by and among FTI Consulting, Inc., Michael Policano
and Robert Manzo.
99.1 Credit Agreement dated as of February 4, 2000, by and among
FTI Consulting, Inc. and its subsidiaries named therein,
Newcourt
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Commercial Finance Corporation, an affiliate of The
CIT Group, Inc., and the other agents and lenders named
therein.
99.2 Investment and Loan Agreement dated as of February 4, 2000, by
and among FTI Consulting, Inc. and its subsidiaries named
therein, Jack B. Dunn, IV, Stewart J. Kahn, Allied Capital
Corporation and the other lenders named therein.
99.3 Form of Series A Stock Purchase Warrant dated as of February
4, 2000, by and between FTI Consulting, Inc. and each of the
lenders named in the Investment and Loan Agreement.
99.4 Press Release dated February 7, 2000, of FTI Consulting, Inc.
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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/ JACK B. DUNN, IV
--------------------------
Jack B. Dunn, IV
Chairman of the Board and
Chief Executive Officer
Date: February 15, 2000
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EXHIBIT INDEX
Exhibit Description Page No.
2.1 LLC Membership Interests Purchase Agreement dated as of
January 31, 2000, by and among FTI Consulting, Inc., and
Michael Policano and Robert Manzo. FTI will furnish to the
Securities and Exchange Commission a copy of any omitted
schedule or exhibit upon request.
99.1 Credit Agreement dated as of February 4, 2000, by and among
FTI Consulting, Inc. and its subsidiaries named therein,
Newcourt Commercial Finance Corporation, an affiliate of The
CIT Group, Inc., and the other agents and lenders named
therein. FTI will furnish to the Securities and Exchange
Commission a copy of any omitted schedule or exhibit upon
request.
99.2 Investment and Loan Agreement dated as of February 4, 2000, by
and among FTI Consulting, Inc. and its subsidiaries named
therein, Jack B. Dunn, IV, Stewart J. Kahn, Allied Capital
Corporation and the other lenders named therein. FTI will
furnish to the Securities and Exchange Commission a copy of
any omitted schedule or exhibit upon request.
99.3 Form of Series A Stock Purchase Warrant dated as of February
4, 2000, by and between FTI Consulting, Inc. and each of the
lenders named in the Investment and Loan Agreement. FTI will
furnish to the Securities and Exchange Commission a copy of
any omitted exhibit upon request.
99.4 Press Release dated February 7, 2000, of FTI Consulting, Inc.
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