Fair Isaac Corporation (FICO) announced its intention to offer $1.0 billion in aggregate principal amount of Senior Notes due 2034 through a private placement, with proceeds earmarked for debt repayment, a bond redemption, and general corporate activities.
The Senior Notes will be senior unsecured obligations of FICO. The company plans to use the net proceeds from this offering to repay certain outstanding indebtedness under its existing unsecured revolving credit facility. Additionally, a portion of the funds will be allocated to redeem the entirety of the $400 million aggregate principal amount of 5.25% Senior Notes due 2026, which were originally issued on May 8, 2018. FICO also intends to cover related fees and expenses and allocate funds for general corporate purposes, which may include repurchases of its common stock.
FICO’s plan for the redemption of the 2018 Senior Notes includes providing a conditional notice of intent on March 11, 2026, with a target redemption date of March 26, 2026. This redemption is expressly contingent upon the successful issuance of the new Senior Notes on terms and in an aggregate principal amount satisfactory to FICO.
The offering of the Notes will be conducted privately, exempt from registration under the Securities Act of 1933. The Notes are intended to be offered and sold to persons reasonably believed to be qualified institutional buyers, in reliance on Rule 144A under the Securities Act, and to non-U.
S. persons outside the United States, in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction.
