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
No. 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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