This excerpt taken from the FCN 8-K filed Sep 18, 2006.
FTI Consulting, Inc. is a leading provider of problem-solving consulting and technology services to major corporations, financial institutions and law firms. Our experienced teams of professionals, many of whom are widely recognized as experts in their respective fields, provide high-caliber consulting services to a broad range of clients. We believe clients retain us because of our recognized expertise and capabilities in highly specialized areas, as well as our reputation for satisfying clients needs. During 2005, we staffed large and complex assignments for our clients, which include 97 of the top 100 U.S. law firms, 9 of the 10 largest U.S. bank holding companies and 66 corporate clients in the Fortune 100.
Our professionals have experience providing testimony in many areas, including: fraud, damages, lost profits, valuation, anti-trust and anti-competition, accountants liability and malpractice, contract disputes, patent infringement, price fixing, purchase price disputes, solvency and insolvency, fraudulent conveyance, preferences, disclosure statements, trademark and copyright infringement and the financial impact of government regulations. We have strong capabilities in highly specialized industries, including telecommunications, healthcare, transportation, utilities, chemicals, energy, commercial and investment banking, pharmaceuticals, tobacco, retail and information technology. As of June 30, 2006, we had 1,124 revenue-generating professionals across 25 U.S. cities, as well as the U.K., Singapore, China, Japan, Hong Kong and Australia.
As of September 11, 2006, FTI received irrevocable commitments for approximately 75% of the entire issued share capital of FD, and all of the preferred finance securities of FD International 2 Limited from the holders of such securities and, through its wholly-owned subsidiary, commenced an offer to purchase the balance of the securities not irrevocably committed. FTI is offering aggregate consideration of £137.0 million ($258.9 million at an assumed exchange rate of $1.89/£1) for such holders shares and preferred finance securities, excluding an earnout based on future financial performance of FD up to a maximum aggregate amount of £42.5 million over a period of six years ($80.3 million at an assumed exchange rate of $1.89/£1). Based in London, we believe FD is a world leading provider of strategic business and financial communications consulting services for major international corporations, with revenues and EBITDA for the LTM Period of $105.8 million and $22.7 million, respectively.
FD has a leading position in its core service offerings and a successful track record. Distinct from other strategic communications consultancies, FD has developed a unique, integrated offering that incorporates a broad scope of services, diverse sector coverage and global reach. This allows FD to advise clients from almost every major business center in the world on strategic communications issues. In addition, FD has won numerous accolades in recent years, including the 2005 European Financial Consultancy of the Year award.
The Acquisition is consistent with our strategy as it drives growth for our business and provides substantial cross-selling opportunities. FD diversifies our business into a new consulting area where we will have a leading market share. We already have the largest restructuring practice and one of the largest economic consulting and forensic/litigation practices in the U.S. and will now also have the largest strategic communications practice in the world. As we continue to expand globally, FDs relationships will be very significant for our other practice areas. Similarly, while successful, FD currently has a relatively narrow penetration into the U.S. corporate market which we believe will be a key area for future growth as we leverage our existing U.S. clients.
With the Acquisition of FD, we achieve an important strategic objective of further expanding internationally. FD brings approximately 450 employees in Western Europe, the U.S., Asia, the
Middle East and Russia and a roster of over 750 global clients many of which are leading bluechip companies. The Acquisition will also contribute to our cross-border execution capabilities and establish a stronger U.K. presence, in a region where, historically, our start-up expenses have been a burden to financial performance.
We believe that the Acquisition will diversify our client base, create a strong international presence, increase the experience and breadth of our management team and bring more value-added services to our clients.
For the LTM Period, on a pro forma basis, we generated revenues and Adjusted EBITDA of $733.9 million and $174.7 million, respectively. Adjusted EBITDA percentages by segment are before allocation of $37.8 million of corporate overhead expenses. The contributions by segments are shown below: