8-KMaterial AgreementsFinancial EventsSecurities & Listing+1

FAIR ISAAC CORP 8-K Report, Material Agreement (Apr 5, 2005)

Filed April 5, 2005For Securities:FICO

Summary

Fair Isaac Corporation (FICO) has filed an 8-K report detailing the closing of its offer to exchange its existing 1.5% Senior Convertible Notes due August 15, 2023 (Old Notes) for new 1.5% Senior Convertible Notes due August 15, 2023 (New Notes). The exchange offer, which concluded on March 31, 2005, resulted in the issuance of approximately $399.7 million in New Notes in exchange for an equal principal amount of Old Notes. This transaction was conducted under an indenture with Wells Fargo Bank, National Association, and was exempt from registration under the Securities Act of 1933. The New Notes carry a 1.5% annual interest rate, with regular interest payments starting August 15, 2005. Notably, regular interest payments cease on August 15, 2008, after which interest accrues and is compounded semi-annually, becoming due upon redemption, repurchase, or maturity. The New Notes also include provisions for contingent interest payments starting from August 15, 2008, under certain conditions. Holders have conversion rights into common stock or cash under specific circumstances, with an initial conversion price of $43.9525 per share. The filing also outlines various repurchase rights for noteholders on specific dates and upon a change of control, as well as the Company's right to redeem the notes.

Key Highlights

  • 1Fair Isaac Corporation (FICO) completed an exchange offer for its 1.5% Senior Convertible Notes due August 15, 2023.
  • 2Approximately $399.7 million in "New Notes" were issued in exchange for an equal principal amount of "Old Notes".
  • 3The exchange was governed by a new Indenture with Wells Fargo Bank, National Association.
  • 4New Notes bear a 1.5% annual interest rate, with regular payments until August 15, 2008, after which interest accrues and is compounded.
  • 5Holders have the right to convert New Notes into FICO common stock (initial conversion price $43.9525) or receive cash under specific conditions.
  • 6Noteholders have repurchase rights on August 15 of 2007, 2008, 2013, and 2018, and upon a change of control.
  • 7The issuance of New Notes was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as it was solely to existing security holders without any underwriting commissions.

Frequently Asked Questions

The primary purpose of this Form 8-K filing was to report Fair Isaac Corporation's entry into a material definitive agreement (the Indenture) and the completion of its offer to exchange its outstanding Senior Convertible Notes for new Senior Convertible Notes. It also details the creation of a direct financial obligation and the unregistered sale of equity securities in connection with this exchange.

Fair Isaac Corporation issued approximately $399,674,000 principal amount of new 1.5% Senior Convertible Notes due August 15, 2023, in exchange for a like principal amount of its outstanding 1.5% Senior Convertible Notes due August 15, 2023.

The New Notes carry a 1.5% annual interest rate. Regular interest payments are made semi-annually until August 15, 2008. After this date, regular interest payments cease, and interest accrues at 1.5% compounded semi-annually, payable upon redemption, repurchase, or maturity. Holders can convert the notes into FICO common stock at an initial conversion price of $43.9525 per share, or receive cash, under specific circumstances outlined in the Indenture.

Noteholders have the right to require Fair Isaac Corporation to repurchase all or part of their New Notes for cash on specific dates: August 15, 2007, August 15, 2008, August 15, 2013, and August 15, 2018. Additionally, noteholders can demand repurchase upon the occurrence of a change of control event, subject to certain limitations.