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): August 3, 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 offices) (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 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2). 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 8.01. | Other Events. |
On August 3, 2018, the Company, through its subsidiaries, entered into an agreement to sell its Local and Municipal Constituent Government Software Solutions business to Avenu Insights & Analytics as part of the Company’s previously announced plan to divest $1 billion in revenue associated with non-core assets. The transaction, which is subject to certain regulatory approval and customary closing conditions, is expected to close during the third quarter of 2018
The Company issued a press release on August 6, 2018, announcing the signing of the divestiture, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This report contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about the business process outsourcing industry and our business and financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Important factors that could cause our actual results to differ materially from those in our forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors, among others: termination rights contained in our government contracts; our ability to renew commercial and government contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our ability to attract and retain necessary technical personnel and qualified subcontractors; our ability to deliver on our contractual obligations properly and on time; competitive pressures; our significant indebtedness; changes in interest in outsourced business process services; our ability to obtain adequate pricing for our services and to improve our cost structure; claims of infringement of third-party intellectual property rights; the failure to comply with laws relating to individually identifiable information, and personal health information and laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; breaches of our security systems and service interruptions; our ability to estimate the scope of work or the costs of performance in our contracts; our ability to collect our receivables for unbilled services; a decline in revenues from or a loss or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to attract and retain key employees; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings; our ability to receive dividends or other payments from our subsidiaries; changes in tax and other laws and regulations; changes in government regulation and economic, strategic, political and social conditions; changes in U.S. GAAP or other applicable accounting policies; the other risks and uncertainties detailed in the section titled “Risk Factors”, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of our Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. Any forward-looking statements made by us in this current report speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) |
Exhibits. |
| Exhibit |
Description | |
| 99.1 | Registrant’s press release dated August 6, 2018 | |
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: August 6, 2018 | By: | /s/ J. Michael Peffer | ||||
| J. Michael Peffer | ||||||
| Secretary | ||||||
Exhibit 99.1
|
News from Conduent
For Immediate Release
|
Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932
www.Conduent.com |
Conduent Announces Agreement to Sell its Constituent Government Software Solutions Business
FLORHAM PARK, N.J., Aug. 6, 2018 – Conduent Incorporated (NYSE: CNDT) today announced it has entered into an agreement to sell its Local and Municipal Constituent Government Software Solutions (CGSS) business to Avenu Insights & Analytics (“Avenu”). This divestiture, which generated approximately $113 million in revenue in 2017, is part of Conduent’s plan to divest $1 billion in revenue associated with non-core assets.
The sale, which primarily includes software solutions for Conduent’s local and municipal government clients, includes:
| • | Government Records Management (land/vital records) |
| • | Software solutions for managing criminal courthouse and juror administrative functions |
| • | Property tax collection, and property assessment software solutions |
| • | Unclaimed property collections management |
| • | Pension administration software applications |
| • | Stand-alone infrastructure IT managed services |
“We are streamlining our portfolio to focus on businesses that are core to the future of Conduent,” said Dave Amoriell, president, Conduent. “The sale of our CGSS business will allow us to focus on – and advance – our technology platforms that will best serve our large enterprise public sector customers and scalable business relationships.”
The transaction, which is subject to certain regulatory approval and customary closing conditions, is expected to close during the third quarter of 2018. Until then, this business will continue to be part of Conduent Public Sector.
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About Conduent
Conduent creates digital platforms and services for businesses and governments to manage millions of interactions every day for those they serve. We are leveraging the power of cloud, mobile and IoT, combined with technologies such as automation, cognitive and blockchain to elevate every constituent interaction, driving modern digital experiences that are more efficient, helpful and satisfying.
Conduent’s differentiated offerings touch millions of lives every day, including two-thirds of all insured patients in the U.S. and nearly nine million people who travel through toll systems daily. Whether it’s digital payments, claims processing, benefit administration, automated tolling, customer care or distributed learning – Conduent serves a majority of the Fortune 100 companies and more than 500 government entities. Learn more at www.conduent.com.
About Avenu Insights & Analytics
Avenu Insights & Analytics, a portfolio company of Mill Point Capital, provides local governments with ways to achieve more predictable revenue that supports growth, fuels modernization and ensures compliance with mandated but underfunded programs. Avenu’s revenue enhancement and administrative solutions find and recover taxes, and license and permit fees that cities and counties struggle to collect. The insights and improved fiscal posture enables governments to deliver expected services and sustain a high quality of life for residents. For more information, visit www.avenuinsights.com
Media Contacts:
Sean Collins, Conduent, +1-310-497-9205, sean.collins2@conduent.com
Investor Relations Contact:
Alan Katz, Conduent, +1-973-526-7173, alan.katz@conduent.com
Note: To receive RSS news feeds, visit www.news.conduent.com. For open commentary, industry perspectives and views, visit http://twitter.com/Conduent, http://www.linkedin.com/company/conduent or http://www.facebook.com/Conduent.
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries.
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