8-KMaterial AgreementsFinancial EventsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (Dec 6, 2019)

Filed December 6, 2019For Securities:FICO

Summary

Fair Isaac Corporation (FICO) has successfully closed a private offering of $350 million in 4.00% Senior Notes due 2028. The company plans to utilize the net proceeds primarily to reduce outstanding debt under its existing revolving credit facility, with any remaining funds allocated for general corporate purposes. This move demonstrates FICO's proactive approach to managing its capital structure and financing its ongoing operations and strategic initiatives. The new notes are senior unsecured obligations of FICO, with future significant domestic subsidiaries expected to provide guarantees. The notes carry a fixed interest rate and mature in 2028, with provisions for semi-annual interest payments. The indenture includes covenants that place certain restrictions on the company and its subsidiaries regarding asset sales, liens, and subsidiary debt, while also outlining conditions under which noteholders can require repurchase in the event of a change of control that negatively impacts the notes' rating.

Key Highlights

  • 1FICO closed a $350 million offering of 4.00% Senior Notes due 2028.
  • 2Proceeds will be used to repay debt under the company's revolving credit facility and for general corporate purposes.
  • 3The Notes are senior unsecured obligations, with guarantees from future significant domestic subsidiaries.
  • 4Interest on the Notes is payable semi-annually on June 15 and December 15.
  • 5The Notes mature on June 15, 2028.
  • 6The indenture includes covenants restricting sale/leaseback transactions, asset sales, liens, and subsidiary debt.
  • 7A change of control event that lowers the Notes' rating below investment grade triggers a put option for noteholders at 101% of principal.

Frequently Asked Questions

The primary purpose is to repay outstanding indebtedness under Fair Isaac Corporation's existing unsecured revolving credit facility. Any excess proceeds will be used for general corporate purposes.

The Notes are 4.00% Senior Notes due June 15, 2028. They are senior unsecured obligations of FICO, pay interest semi-annually, and have specific covenants and change of control provisions.

Yes, the Indenture includes covenants that limit the company's ability to engage in certain transactions like sale/leasebacks, selling substantially all assets, creating liens, or incurring significant subsidiary debt. Additionally, if a change of control event results in the Notes' rating falling below investment grade, noteholders have the right to require FICO to repurchase the Notes at 101% of the principal amount.

The Notes were offered and sold privately to "qualified institutional buyers" and non-U.S. persons. They have not been registered under the Securities Act and may not be offered or sold to the general public in the U.S. without registration or an applicable exemption.