Business Context and Reporting Period
Company: Fair Isaac Corporation (FICO)
Filing Type: Form 8-K (Current Report)
Date of Report: March 20, 2026
Event: Entry into a Material Definitive Agreement regarding the offering of Senior Notes.
Key Financial Metrics and Transaction Details
- Debt Issuance: $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034.
- Interest Rate: 6.250% per annum, payable semi-annually (March 15 and September 15).
- Maturity Date: September 15, 2034.
- First Interest Payment: September 15, 2026.
- Security Status: Senior unsecured obligations; not guaranteed by subsidiaries as of the filing date, but future significant domestic subsidiaries will guarantee them.
- Use of Proceeds:
- Repayment of indebtedness under the Third Amended and Restated Credit Agreement (dated May 13, 2025).
- Full redemption of $400 million aggregate principal amount of 5.25% Senior Notes due 2026 (issued May 8, 2018).
- Payment of related fees and expenses.
- General corporate purposes, including potential common stock repurchases.
Material Changes and Covenants
The filing details the creation of a new direct financial obligation. The Indenture includes covenants limiting the Company's ability to:
- Enter into sale/leaseback transactions.
- Sell all or substantially all assets.
- Create liens on assets.
- Incur debt at subsidiaries.
- Effect a consolidation or merger.
Change of Control Provision: If a change of control occurs and the Notes are downgraded below investment grade by at least one rating agency, noteholders have the right to require the Company to repurchase the Notes at 101% of the principal amount plus accrued interest.
Redemption Terms and Events of Default
Redemption Options:
- Before March 15, 2029: Redeemable at 100% of principal plus a make-whole premium and accrued interest. Alternatively, up to 40% of the Notes may be redeemed with equity offering proceeds at 106.250% of principal plus accrued interest.
- On or After March 15, 2029: Redeemable at percentages set forth in the Indenture.
Events of Default: Include failure to pay interest or principal, non-compliance with covenants (subject to grace periods), bankruptcy, and certain judgments exceeding $100.0 million.
Investor Verification Checklist
- Verify the exact amount of debt outstanding under the Third Amended and Restated Credit Agreement to be repaid.
- Confirm the premium or discount at which the $400 million 2018 Senior Notes will be redeemed.
- Review the specific "make-whole" premium calculation formula in the attached Indenture (Exhibit 4.1).
- Assess the impact of the new 6.250% interest rate on the Company's overall cost of debt compared to the refinanced 5.25% notes.
- Check for any immediate stock repurchase announcements linked to the "general corporate purposes" use of proceeds.