UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On January 1, 2022, FTI Consulting, Inc. (“FTI Consulting”) entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated August 20, 2018 (the “Indenture”), between FTI Consulting and U.S. Bank National Association, as trustee, governing FTI Consulting’s outstanding 2.0% Convertible Senior Notes due 2023 (the “Notes”). Pursuant to the Supplemental Indenture, FTI Consulting irrevocably elected to (i) surrender its right to settle conversions of the Notes on or after January 1, 2022 solely using FTI Consulting’s common stock and (ii) settle at least the $1,000 aggregate principal amount of each Note submitted for conversion on or after January 1, 2022 in cash in connection with a settlement for which FTI Consulting elects a cash and common stock combination settlement. The practical effect of these elections is that the $316,245,000 aggregate principal amount of the Notes will be settled in cash and any premium due upon conversion may be settled (1) solely in cash, (2) solely in common stock or (3) in a combination of cash and common stock. The Indenture was filed as Exhibit 4.1 to FTI Consulting’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 20, 2018.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 4.1 | First Supplemental Indenture, dated January 1, 2022, between FTI Consulting, Inc. and U.S. Bank National Association, as trustee. | |
| 104 | The Cover Page from FTI Consulting’s Current Report on Form 8-K dated January 1, 2022, formatted in Inline XBRL. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 3, 2022 | FTI CONSULTING, INC. | |||
| By: | /s/ CURTIS P. LU | |||
| Name: | Curtis P. Lu | |||
| Title: | General Counsel | |||
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