8-KOther EventsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Corporate Update (Dec 3, 2019)

Filed December 3, 2019For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced on December 3, 2019, the commencement of a private offering for $300 million in aggregate principal amount of Senior Notes due 2028. This offering is being conducted in accordance with Rule 135(c) of the Securities Act of 1933, which allows for limited announcements of securities offerings without constituting a formal offer to sell. Investors should note that this announcement is not an offer to sell or a solicitation of an offer to buy any securities. The Senior Notes have not been registered under the Securities Act or any state securities laws. Consequently, they cannot be offered or sold in the United States unless they are registered or an exemption from registration requirements is available. This filing serves as a notification of the offering's initiation and includes the relevant press release as an exhibit.

Key Highlights

  • 1FICO has initiated a private offering for $300 million of Senior Notes due 2028.
  • 2The offering is being conducted under Rule 135(c) of the Securities Act, indicating a preliminary announcement.
  • 3The press release announcing this offering is filed as Exhibit 99.1.
  • 4The Senior Notes are not registered under the Securities Act.
  • 5Sale of these notes in the U.S. is restricted to situations with registration or applicable exemptions.
  • 6This filing does not constitute an offer to sell or a solicitation to buy securities.

Frequently Asked Questions

FICO is announcing the commencement of a private offering to eligible purchasers of $300 million aggregate principal amount of Senior Notes due 2028.

Filing under Rule 135(c) allows FICO to publicly announce its intention to offer securities without those announcements being considered a formal offer to sell or a solicitation of an offer to buy, providing a safe harbor for such preliminary communications.

No, the Senior Notes have not been registered under the Securities Act or state securities laws. They may only be offered or sold in the United States if they are registered or if an applicable exemption from registration requirements is met.

A private offering typically means the securities are offered to a select group of investors, often accredited or institutional investors, rather than to the general public. This often allows for exemptions from the full registration requirements of public offerings.