UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2008
FAIR ISAAC CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-11689 |
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94-1499887 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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901 Marquette Avenue, Suite 3200
Minneapolis, Minnesota
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55402-3232 |
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(Zip Code) |
Registrant’s telephone number, including area code 612-758-5200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
Item 2.03 below is incorporated herein by reference.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant |
On May 7, 2008, Fair Isaac Corporation (the “Company”) entered into a Note Purchase Agreement
(the “Note Purchase Agreement”) with a group of institutional investors (the “Purchasers”) pursuant
to which the Company issued and sold $275 million in senior unsecured notes (the “Senior Notes”) to
the Purchasers in a private placement. The Company plans to use the proceeds for refinancing of
existing debt obligations. Proceeds may also be used for other corporate purposes.
The Senior Notes were issued in four series as follows:
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Aggregate Principal |
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Amount |
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Interest Rate |
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Maturity Date |
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A
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$41 million
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6.37 |
% |
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May 7, 2013 |
B
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$40 million
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6.37 |
% |
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May 7, 2015 |
C
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$63 million
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6.71 |
% |
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May 7, 2015 |
D
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$131 million
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7.18 |
% |
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May 7, 2018 |
Interest on the Senior Notes is payable semi-annually on May 7 and November 7 of each year,
starting on November 7, 2008. The Company is required to pay the entire unpaid principal amount of
each series of Senior Notes on the maturity date set forth above for such series. In addition, the
Company is required to prepay $8 million principal amount (or such lesser principal amount as shall
then be outstanding) of the Series B Senior Notes on each of May 7, 2011, May 7, 2012, May 7, 2013,
and May 7, 2014. The Company may make optional prepayments of the Senior Notes, subject to certain
limitations and the requirement to pay an additional make-whole amount in connection therewith.
The Company is restricted in its borrowings and in general under the Note Purchase Agreement
by certain financial covenants. The Company is required to maintain a fixed charge coverage ratio of not
less than 2.50 to 1.00 and a consolidated indebtedness to EBITDA ratio of not more than 3.00 to 1.00. The Note
Purchase Agreement also contains covenants typical of unsecured credit facilities. The Note
Purchase Agreement includes customary default provisions that include a change of control of the
Company or the Company’s default on other debt exceeding $25 million. If an event of default
occurs, all outstanding obligations may become immediately due and payable.
The foregoing description of the Note Purchase Agreement and the Senior Notes does not purport
to be complete and is qualified in its entirety by reference to such documents, forms of which are
filed as Exhibit 10.1 hereto and are incorporated by reference in this Current Report on Form 8-K.