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SEC Comment Letter for FTI CONSULTING, INC (FCN) (CIK 0000887936) (FCN) — Apr 8, 2011

FTI CONSULTING, INC (FCN) (CIK 0000887936)
Date: April 8, 2011 · CIK: 0000887936 · Accession: 0000000000-11-022131

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
April 8, 2011
Author
Tom Kluck
Form
UPLOAD
Company
FTI CONSULTING, INC (FCN) (CIK 0000887936)

Letter

Re: FTI Consulting, Inc. Registration Statement on Form S -4 Filed March 2 5, 2011 File No. 333 -173096 Dear Mr. Miller :

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE

April 8 , 2011

Eric B. Miller Executive Vice President, General Counsel and Chief Ethics Officer FTI Consulting, Inc. 500 East Pratt Street, Suite 1400 Baltimore, Maryland 21202

We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. 1. We note you have submitted an application for confi dential treatment. Please note that we will not be in a position to clear your registration statement on Form S -4 until your application for confidential treatment has been resolved. General 2. We note tha t you are registering the 6¾% Senior Notes due 2020 in relia nce on our position enunciated in Exxon Capital Holdings Corp., SEC No- Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Sherman & Sterling, SEC No -Action Letter (July 2, 1993). Please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Sherman & Sterling no- action letters.

Eric B. Miller FTI Consulting, Inc. April 8, 2011 Page 2

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking a ny action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the dis closure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Ru les 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective respo nsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Sandra B. Hunter, Attorney -Advisor, at (202) 551- 3758 or me at (202) 551-3233 with any questions.

Sincerely,
Tom Kluck
Branch Chief

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 8 , 2011

Eric B. Miller
Executive Vice President, General Counsel and Chief Ethics Officer
FTI Consulting, Inc.
500 East Pratt Street, Suite 1400 Baltimore, Maryland  21202

Re: FTI Consulting, Inc.
 Registration Statement on Form S -4
Filed March 2 5, 2011
 File No. 333 -173096
 Dear Mr. Miller :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your
response.
 After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
1. We note you have submitted an application for confi dential treatment.  Please note that
we will not be in a position to clear your registration statement on Form S -4 until your
application for confidential treatment has been resolved.
General
2. We note tha t you are registering the 6¾% Senior Notes due 2020 in relia nce on our
position enunciated in Exxon Capital Holdings Corp., SEC No- Action Letter (April 13,
1988).  See also Morgan Stanley & Co. Inc., SEC  No-Action Letter (June 5, 1991) and
Sherman & Sterling, SEC No -Action Letter (July 2, 1993).  Please provide us with a
supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Sherman & Sterling no- action letters.

Eric B. Miller
FTI Consulting, Inc.
April 8, 2011
Page 2

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Act of 1933 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking a ny action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the dis closure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
 Please refer to Ru les 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective respo nsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact  Sandra B. Hunter, Attorney -Advisor, at (202) 551- 3758 or me at (202)
551-3233 with any questions.

Sincerely,

        Tom Kluck
        Branch Chief

cc:  Christopher M. Kelly, Esq. Rory T. Hood, Esq.
Jones Day
Via facsimile : (212) 755- 7306