8-KOther EventsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Corporate Update (Dec 14, 2021)

Filed December 14, 2021For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced on December 14, 2021, that it has priced a private offering for an additional $550 million in aggregate principal amount of Senior Notes due 2028. These notes are being added to the existing $350 million of 4.000% Senior Notes due 2028 that were issued in December 2019, bringing the total principal amount of these notes to $900 million. This offering is being conducted as a private placement to eligible purchasers and is intended to comply with Rule 135(c) of the Securities Act of 1933, meaning it does not constitute an offer to sell or a solicitation to purchase securities. The company emphasizes that these 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 applicable exemption from registration requirements is met. This action suggests FICO is seeking to raise capital, potentially for general corporate purposes, debt refinancing, or strategic initiatives, though the specific use of proceeds is not detailed in this filing. Investors should note the significant increase in debt outstanding related to this series of notes.

Key Highlights

  • 1FICO priced a private offering for $550 million in aggregate principal amount of additional Senior Notes due 2028.
  • 2This offering is an add-on to the existing $350 million of 4.000% Senior Notes due 2028 previously issued.
  • 3The total principal amount of the Senior Notes due 2028 will now be $900 million.
  • 4The offering is a private placement to eligible purchasers.
  • 5The notes are not registered under the Securities Act of 1933 and may not be offered or sold in the U.S. without registration or an applicable exemption.
  • 6The press release announcing the pricing was filed as an exhibit to the 8-K.

Frequently Asked Questions

After the pricing of the additional notes, the total aggregate principal amount of the Senior Notes due 2028 outstanding will be $900 million ($350 million existing + $550 million additional).

The offering is being conducted privately to eligible purchasers in accordance with Rule 135(c) of the Securities Act of 1933. This allows the company to announce the offering without it constituting an offer to sell. The notes are not registered, which implies they are intended for institutional investors or other parties that qualify for an exemption from registration requirements.

The filing states that the additional notes are of the same series as the existing notes. The existing notes carry a coupon of 4.000% due 2028, so it is highly probable that the additional notes also carry this same interest rate. However, the filing does not explicitly state the rate for the additional notes, only that they are of the same series.

This 8-K filing does not specify the exact use of the proceeds from the additional notes offering. Typically, such proceeds are used for general corporate purposes, refinancing existing debt, or funding strategic initiatives. Investors would need to look for further disclosures or refer to past practices for potential insights.