LOS ANGELES, Dec. 9, 2019 /PRNewswire/ -- Korn Ferry
(NYSE: KFY) (the "Company") is initiating an offering, subject to
market and other conditions, of $400
million of Senior Notes due 2027 (the "Notes"). The Company
intends to use the proceeds from this offering to repay all amounts
outstanding under its existing five-year senior secured revolving
credit facility and to pay expenses and fees in connection
therewith and for general corporate purposes. In addition, the
Company intends to enter into a new $650
million five-year senior secured revolving credit facility
in connection with the closing of the offering.
The Notes will be offered and sold to persons reasonably
believed to be "qualified institutional buyers" pursuant to Rule
144A and to non-U.S. persons outside the
United States pursuant to Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"). The Notes will be
senior unsecured obligations of the Company and will rank equally
in right of payment with any of the Company's existing and future
senior indebtedness and senior in right of payment to any of its
future subordinated indebtedness. Certain of the Company's domestic
subsidiaries (each, a "Subsidiary Guarantor") will guarantee
obligations under the Notes with guarantees that will rank equally
in right of payment with any of the existing and future senior
indebtedness of each such Subsidiary Guarantor and senior in right
of payment to any future subordinated indebtedness of such
Subsidiary Guarantor.
The Notes have not been registered under the Securities Act or
any state securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.
This press release will not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any other
securities, and will not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities
Act.
About Korn Ferry
Korn Ferry is a global
organizational consulting firm. We work with clients to design
their organizational structures, roles, and responsibilities. We
help them hire the right people and advise them on how to reward,
develop, and motivate their workforce. And, we help professionals
navigate and advance their careers.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "will,"
"may," "expect," "anticipate," "believe," "estimate," "plan,"
"outlook," and "project" and other similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. Such statements are based on Korn Ferry's current expectations and are
subject to numerous risks and uncertainties, many of which are
outside of the control of Korn
Ferry. Readers are cautioned not to place undue reliance on
such statements.
A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to:
competition in our industries; the failure to attract and retain
consultants; local and global economic conditions; the possibility
that Korn Ferry or their respective
subsidiaries and affiliates may be adversely affected by other
economic, business, and/or competitive factors; risks associated
with our indebtedness; and other risks and uncertainties indicated
from time to time in filings with the SEC by Korn Ferry.
Korn Ferry disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
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SOURCE Korn Ferry