8-KMaterial AgreementsFinancial EventsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (Mar 20, 2026)

Filed March 20, 2026For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced on March 20, 2026, the successful closing of a $1.0 billion private offering of 6.250% Senior Notes due 2034. The primary purpose of this offering is to refinance existing debt, including the repayment of certain indebtedness under its credit agreement and the full redemption of $400 million of its 5.25% Senior Notes due 2026. A portion of the proceeds may also be used for general corporate purposes, potentially including stock repurchases. These new senior notes are unsecured obligations of FICO, with future significant domestic subsidiaries expected to provide guarantees. The notes carry a semi-annual interest payment schedule and mature in 2034. The indenture governing these notes includes covenants that restrict certain corporate actions such as asset sales, mergers, and incurring subsidiary debt, and also outlines provisions for accelerated repurchase by the company in the event of a change of control that impacts the notes' investment grade rating.

Key Highlights

  • 1FICO has closed a $1.0 billion offering of 6.250% Senior Notes due 2034.
  • 2Proceeds will be used to refinance existing debt, including the redemption of $400 million of 2026 Senior Notes.
  • 3The new notes are senior unsecured obligations of FICO, with potential guarantees from future significant domestic subsidiaries.
  • 4The notes mature on September 15, 2034, with semi-annual interest payments.
  • 5The indenture includes covenants that limit certain company and subsidiary actions, such as asset sales and mergers.
  • 6A change of control event, if it leads to a sub-investment grade rating, triggers a mandatory repurchase offer at 101% of principal.
  • 7Potential use of remaining proceeds for general corporate purposes, including possible common stock repurchases.

Frequently Asked Questions

The primary purpose is to refinance existing debt obligations. This includes repaying outstanding debt under FICO's credit agreement and redeeming the entire $400 million principal amount of its 5.25% Senior Notes due 2026. The remainder can be used for general corporate purposes.

The notes bear a fixed interest rate of 6.250% per annum, payable semi-annually on March 15 and September 15. They mature on September 15, 2034. As of issuance, they are senior unsecured obligations of FICO, with provisions for future guarantees from significant domestic subsidiaries.

While the filing itself doesn't explicitly state the impact on FICO's credit rating, the indenture includes provisions that allow noteholders to require FICO to repurchase the notes at 101% of the principal amount if a change of control event results in the notes' rating falling below investment grade from at least one rating agency. This suggests the company and rating agencies are monitoring the potential impact.

Yes, the indenture contains covenants that limit the ability of FICO and its subsidiaries to engage in certain activities. These include limitations on sale/leaseback transactions, selling substantially all assets, creating liens, incurring debt at subsidiaries, and effecting consolidations or mergers, subject to certain exceptions and qualifications.