FICO FAIR ISAAC CORP

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Executive Summary

FICO entered into a $1.5 billion incremental term loan and immediately borrowed the full amount to fund a $1.5 billion accelerated share repurchase (ASR) program. The company also replaced its prior stock buyback authorization with a new $2.0 billion program. The term loan matures May 15, 2028, with quarterly amortization starting at $75 million and stepping up to $112.5 million. The leverage covenant was relaxed to 4.50x through late 2026, stepping down to 3.50x by end of 2027, with an Acquisition Step-Up provision allowing 4.00x after large M&A. The total credit capacity increased from $1.0B to $2.5B (including the $1.0B revolver). This is a significant leverage event — debt-funded buyback — that boosts EPS in the near term but increases financial risk.

Key Financial Metrics

Actionable Insight

Key Facts

• FICO entered into a $1.5 billion incremental term loan ($1.5B Initial Term Loan) on June 5, 2026, maturing May 15, 2028.
• Full $1.5B was drawn on June 5, 2026, to fund an accelerated share repurchase (ASR) agreement with Wells Fargo Securities for $1.5B of common stock.
• ASR: upfront payment of $1.5B on June 8, 2026, with initial delivery of ~1,055,100 shares; final settlement expected by September 30, 2026.
• New $2.0B stock repurchase authorization replaces remaining availability under the prior $1.5B program; $500M expected to remain after ASR completion.
• Term loan amortization: $75M/quarter from Sep 30, 2026 through Jun 30, 2027, then $112.5M/quarter thereafter.
• Interest margins for term loan: ABR + 0.500% to 1.250%; SOFR + 1.500% to 2.250%, based on leverage.
• Leverage covenant: max 4.50x through Dec 30, 2026; 4.00x through Dec 30, 2027; 3.50x thereafter, with Acquisition Step-Up to 4.00x after large M&A.
• Existing $1.0B unsecured revolver unchanged; total credit capacity now $2.5B.

Financial Impact

FICO added $1.5B in debt to repurchase ~1.055M shares initially, with total buyback up to $2.0B. Net debt increases substantially (was $2.2B in senior notes pre-existing per filing; now ~$3.7B total debt). Leverage covenant set at 4.50x initially, stepping down. EPS will benefit from reduced share count but interest expense increases.

Risk Factors

• EBITDA weakness could cause leverage to approach or breach the 4.50x covenant (requires EBITDA > $822M at $3.7B net debt, rough estimate).
• Interest rate risk: term loan SOFR + 150-225bps on $1.5B floating rate debt could add $30-40M+ annual interest vs current low-rate senior notes.
• ASR counterparty risk — though Wells Fargo is a major bank, any default on share delivery would be problematic.

Market Snapshot

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status