| Item 1.01. |
Entry into a Material Definitive Agreement. |
Offering of Senior Notes
On March 20, 2026, Fair Isaac Corporation (the “Company”) closed its previously announced private offering to eligible purchasers of $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034 (the “Notes”). The Notes were issued pursuant to the Indenture dated as of March 20, 2026 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Company intends to use the net proceeds from the offering of the Notes (i) to repay certain indebtedness outstanding under its Third Amended and Restated Credit Agreement among the Company, the lenders party thereto, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and BofA Securities, Inc., dated May 13, 2025, (ii) to fund the redemption in full of $400 million aggregate principal amount of the 5.25% Senior Notes due 2026 that were issued on May 8, 2018 (the “2018 Senior Notes”), (iii) to pay related fees and expenses, and (iv) for general corporate purposes, which may include repurchases of its common stock. This Current Report on Form 8-K does not constitute a notice of redemption of the 2018 Senior Notes.
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes. Any offers of the Notes were made only by means of a private offering memorandum. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were sold to “qualified institutional buyers” as defined in Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act.
Indenture
The Notes are the senior unsecured obligations of the Company. As of March 20, 2026, none of the Company’s subsidiaries will be guarantors and the Notes will not be guaranteed. The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s future significant domestic subsidiaries (as defined in the Indenture).
The Company will pay interest on the Notes semi-annually on March 15 and September 15. Interest on the Notes will accrue from March 20, 2026 at a rate of 6.250% per annum, and the first interest payment date for the Notes will be September 15, 2026. The Notes will mature on September 15, 2034. The Company may redeem some or all of the Notes at any time prior to March 15, 2029, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest on the Notes to the redemption date. Prior to March 15, 2029, the Company may also redeem up to 40% of the Notes with the net proceeds from certain equity offerings at a redemption price of 106.250% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to the redemption date. Thereafter, the Company may redeem the Notes in whole or in part at a redemption price equal to the percentage of the principal amount as set forth in the Indenture.
The Indenture contains covenants that limit the ability of the Company and its subsidiaries to, under certain circumstances, (i) enter into sale/leaseback transactions, (ii) sell all, or substantially all, of its assets, (iii) create or permit to exist liens on its assets, (iv) incur debt at subsidiaries or (v) effect a consolidation or merger. These covenants are subject to important exceptions and qualifications.
Upon the occurrence of specific change of control events that result in the rating of the Notes being below an investment grade rating by at least one of the rating agencies, as described in the Indenture, each noteholder will have the right to require the Company to make an offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.
The Indenture provides for certain events of default, including, among other things, (i) failure to pay interest on any Note when due and payable if such failure continues for 30 days; (ii) failure to pay any principal of,
