SEC Filing | Conduent, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 12, 2018

CONDUENT INCORPORATED

(Exact name of registrant as specified in its charter)

New York		001-37817		81-2983623
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Campus Drive, Suite 200

Florham Park, New Jersey

07932

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (844) 663-2638

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

Fifth Supplemental Indenture

On July 12, 2018, in conjunction with the previously announced offer to purchase and solicitation of consents (the “Offer”) by Conduent Finance, Inc., a Delaware corporation (“CFI”), and Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (“CBS” and, together with CFI, the “Issuers”), of any and all of their outstanding 10.500% Senior Notes due 2024 (the “Notes”), the Issuers received sufficient consents from holders of the Notes to adopt certain proposed amendments to the Indenture, dated as of December 7, 2016 (as amended, supplemented, waived or otherwise modified from time to time, the “Indenture”), among the Issuers, the guarantors from time to time party thereto and the Trustee.

On July 12, 2018, the Issuers entered into a supplemental indenture among the Issuers, the guarantors party thereto and the Trustee (the “Fifth Supplemental Indenture”), to amend the Indenture. The Fifth Supplemental Indenture eliminated or modified substantially all of the restrictive covenants as well as certain events of default and other provisions contained in the Indenture.

The above description of the Fifth Supplemental Indenture does not purport to be a complete statement of the parties’ rights and obligations under the Fifth Supplemental Indenture and is qualified in its entirety by reference to the terms of the Fifth Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 8.01. Other Events.

Tender Offer and Consent Solicitation

On July 13, 2018, the Issuers announced the early tender results and early settlement of the Offer. As of 5:00 P.M., New York City time, on July 12, 2018 (the “Early Tender Deadline”), approximately $475,883,000 aggregate principal amount of the outstanding Notes (representing approximately 93.31% of the outstanding Notes) had been validly tendered and not validly withdrawn along with related consents, each validly delivered and not validly revoked.

On July 12, 2018, the Issuers accepted for purchase approximately $475,883,000 aggregate principal amount of the Notes validly tendered (and not validly withdrawn) in connection with the Offer. The Notes accepted for payment were all tendered on or prior to the Early Tender Deadline, subject to the terms of the Offer. Holders who validly tendered and did not validly withdraw their Notes on or before the Early Tender Deadline and whose Notes were accepted for purchase will receive total consideration of $1,200.00 per $1,000 principal amount of Notes, including an early tender payment equal to $50.00 per $1,000 principal amount of Notes, subject to the terms and conditions of the Offer.

A copy of the press release announcing the early tender results and early settlement of the Notes for purchase is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.		Description

4.1		Fifth Supplemental Indenture, dated as of July 12, 2018, among Conduent Finance, Inc. and Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), as issuers, the guarantors party thereto and U.S. Bank National Association, as trustee.

99.1		Press Release Announcing Early Results and Early Settlement of Tender Offer and Consent Solicitation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONDUENT INCORPORATED


Date: July 13, 2018	By:	/s/ J. Michael Peffer
		Name: J. Michael Peffer
		Title: Secretary

Exhibit 4.1

CONDUENT FINANCE, INC.,

CONDUENT BUSINESS SERVICES, LLC,

THE GUARANTORS PARTY HERETO

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

10.500% SENIOR NOTES DUE 2024

FIFTH SUPPLEMENTAL INDENTURE

DATED AS OF JULY 12, 2018

This FIFTH SUPPLEMENTAL INDENTURE, dated as of July 12, 2018 (this “Fifth Supplemental Indenture”), is entered into by and among Conduent Finance, Inc., a Delaware corporation (“CFI”), Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (“CBS” and, together with CFI, the “Issuers”), the guarantors listed on Schedule A hereto (the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

RECITALS

WHEREAS, the Issuers, the guarantors from time to time party thereto and the Trustee entered into an Indenture, dated as of December 7, 2016 (as amended, supplemented, waived or otherwise modified from time to time, the “Indenture”), providing for the issuance of 10.500% Senior Notes due 2024 in an aggregate original principal amount equal to $510,000,000 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Issuers and the Trustee may amend certain terms of the Indenture with the consent of the Holders (as defined in the Indenture) of at least a majority in aggregate principal amount of the then outstanding Notes;

WHEREAS, the Issuers have offered to purchase for cash any and all of the Notes and have solicited consents to certain amendments to the Indenture (the “Proposed Amendments”) pursuant to the Issuers’ Offer to Purchase and Consent Solicitation Statement dated as of June 28, 2018 (the “Tender Offer and Solicitation”);

WHEREAS, the Issuers have obtained the consent to the Proposed Amendments to the Indenture from the Holders of at least a majority in aggregate principal amount of the outstanding Notes;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture; and

WHEREAS, the execution and delivery of this Fifth Supplemental Indenture has been duly authorized by the parties thereto and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Issuers, the Guarantors and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows:

ARTICLE 1

INTERPRETATION

Section 1.01

To Be Read With the Indenture.

This Fifth Supplemental Indenture is supplemental to the Indenture, and the Indenture and this Fifth Supplemental Indenture shall hereafter be read together and shall have effect, so far as practicable, with respect to the Notes as if all the provisions of the Indenture and this Fifth Supplemental Indenture were contained in one instrument.

Section 1.02

Capitalized Terms.

All capitalized terms used but not defined in this Fifth Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture.

ARTICLE 2

AMENDMENTS

Section 2.01

Amendments

(a)

Each of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17 and 5.01 of the Indenture shall be amended and restated in their entirety to read as follows:

		“Section 4.03 [Intentionally Omitted]”

		“Section 4.04 [Intentionally Omitted]”

		“Section 4.05 [Intentionally Omitted]”

		“Section 4.06 [Intentionally Omitted]”

		“Section 4.07 [Intentionally Omitted]”

		“Section 4.08 [Intentionally Omitted]”

		“Section 4.09 [Intentionally Omitted]”

		“Section 4.10 [Intentionally Omitted]”

		“Section 4.11 [Intentionally Omitted]”

		“Section 4.12 [Intentionally Omitted]”

		“Section 4.13 [Intentionally Omitted]”

		“Section 4.14 [Intentionally Omitted]”

		“Section 4.16 [Intentionally Omitted]”

		“Section 4.17 [Intentionally Omitted]”

		“Section 5.01 [Intentionally Omitted]”

(b)

Clause (a) of Section 6.01 of the Indenture shall be amended and restated in its entirety to read as follows:

“Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein means any one of the following events with respect to the Notes:

		(1) default in payment when due and payable, upon redemption, maturity, acceleration or otherwise, of principal of the Notes;

		(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

		(3) [Intentionally Omitted];

		(4) [Intentionally Omitted];

		(5) [Intentionally Omitted];

		(6) [Intentionally Omitted];

		(7) [Intentionally Omitted]; or

		(8) [Intentionally Omitted].”

(c) The Indenture is hereby amended by deleting from the Indenture any definitions set forth in Section 1.01 for defined terms that are used solely in sections deleted by this Fifth Supplemental Indenture.

(d) All references in the Indenture to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 5.01 and 6.01 shall mean references to such sections as amended by this Fifth Supplemental Indenture.

(e) Any of the terms or provisions present in the Notes that relate to any of the provisions of the Indenture amended by Article 2 of this Fifth Supplemental Indenture shall also be amended so as to be consistent with the amendments made in this Fifth Supplemental Indenture.

ARTICLE 3

MISCELLANEOUS

Section 3.01

Ratification of Indenture.

The Indenture as supplemented by this Fifth Supplemental Indenture is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.02

Effective Time.

This Fifth Supplemental Indenture shall become effective upon execution hereof by the Trustee, the Issuers and the Guarantors. Notwithstanding the foregoing sentence, Article 2 of this Fifth Supplemental Indenture shall become operative only upon the purchase by the Issuers of at least a majority in principal amount of the outstanding Notes pursuant to the Tender Offer and Solicitation, with the result that the amendments to the Indenture effected by Article 2 of this Fifth Supplemental Indenture shall be deemed to be revoked retroactively to the date hereof if such purchase shall not occur.

Section 3.03

Governing Law.

THIS FIFTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 3.04

Counterparts.

The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of signed copies of this Fifth Supplemental Indenture by emailed portable document format (.pdf) shall constitute effective execution and delivery of this Fifth Supplemental Indenture as to the parties hereto and such copies may be used in lieu of the original Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by portable document format (.pdf) shall be deemed to be their original signatures for all purposes.

Section 3.05

Effect of Headings.

The Section headings herein are for convenience of reference only, and are not to be considered part of this Fifth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions.

Section 3.06

Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

	CONDUENT FINANCE, INC.


	By:	/s/ J. Michael Peffer
		Name: J. Michael Peffer
		Title: Secretary

	CONDUENT BUSINESS SERVICES, LLC


	By:	/s/ J. Michael Peffer
		Name: J. Michael Peffer
		Title: Executive Vice President