SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 28, 2003
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FTI CONSULTING, INC.
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(Exact Name of Registrant as Specified in Charter)
Maryland
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(State or other Jurisdiction of Incorporation)
001-14875 52-1261113
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(Commission File Number) (IRS Employer Identification Number)
900 Bestgate Road, Suite 1000, Annapolis, Maryland
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (410) 224-8770
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report
ITEM 2. Acquisition or Disposition of Assets
On November 28, 2003, FTI Consulting, Inc. (NYSE: "FCN")
consummated its previously announced acquisition of substantially all of the
assets of Lexecon Inc. from its parent company, Nextera Enterprises, Inc.
(Nasdaq: "NXRA") The purchase price of approximately $130.0 million was
determined on the basis of arm's length negotiations between FTI and Nextera and
was financed by FTI from a combination of existing cash resources and a new
credit facility that it entered into with Bank of America, N.A. on November 28,
2003. As of December 12, 2003, FTI's aggregate outstanding indebtedness under
the credit facility consists of term loans of $125,000,000 million. Presently,
there are no borrowings under the $100 million revolving credit line.
The acquired assets include substantially all of the assets of
Lexecon used in the business of providing economics consulting services,
including client contracts and relationships. In addition, the senior leadership
of Lexecon and certain other members of Lexecon's management, entered into
five-year employment agreements and became senior managing directors of FTI. The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the asset purchase agreement, incorporated herein by
reference and the credit facility, which is attached as an exhibit hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Acquired Business. The required
financial statements will be filed as soon as practicable,
but not later than 60 days after the filing date of this
Form 8-K report.
(b) Pro Forma Financial Information. It is impracticable to
provide the required pro forma financial information at
this time. The required pro forma financial information
will be filed as soon as practicable, but not later than
60 days after the filing on this Form 8-K report.
(c) Exhibits
2.1 Purchase Agreement, dated as of September 25, 2003, among
FTI, LI Acquisition Company, a Maryland company and a
wholly owned subsidiary of FTI, Nextera Enterprises, Inc.,
a Delaware corporation, Lexecon Inc., an Illinois
corporation ("Lexecon"), CE Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Lexecon, and
ERG Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Lexecon. (Incorporated herein
by reference to Exhibit 2.1 to FTI's Form 8-K report,
filed on December 3, 2003).
10.1 Amended and Restated Credit Agreement, dated November 28,
2003, among FTI and its subsidiaries named therein and
Bank of America, N.A, as Administrative Agent and the
other lenders named therein.
10.2 Pledge Agreement, dated November 28, 2003, among the
Pledgors named therein and Bank of America, N.A, as
Administrative Agent.
10.3 Security Agreement, dated November 28, 2003, among the
Grantors named therein and Bank of America, N.A, as
Administrative Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FTI CONSULTING, INC.
By: /s/ Theodore I. Pincus
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Name: Theodore I. Pincus
Title: Executive Vice President and
Chief Financial Officer
Date: December 12, 2003
EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Purchase Agreement, dated as of September 25, 2003, among FTI,
LI Acquisition Company, a Maryland company and a wholly owned
subsidiary of FTI, Nextera Enterprises, Inc., a Delaware
corporation, Lexecon Inc., an Illinois corporation ("Lexecon"),
CE Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Lexecon, and ERG Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Lexecon.
(Incorporated herein by reference to Exhibit 2.1 to FTI's Form
8-K report, filed on December 3, 2003).
10.1 Amended and Restated Credit Agreement, dated November 28, 2003,
among FTI and its subsidiaries named therein and Bank of
America, N.A, as Administrative Agent.
10.2 Pledge Agreement, dated November 28, 2003, among the Pledgors
named therein and Bank of America, N.A, as Administrative
Agent.
10.3 Security Agreement, dated November 28, 2003, among the Grantors
named therein and Bank of America, N.A, as Administrative
Agent.