CONDUENT Inc false 0001677703 0001677703 2021-04-01 2021-04-01











Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 1, 2021






(Exact name of registrant as specified in its charter)




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

100 Campus Drive, Suite 200

Florham Park, New Jersey 07932

(Address of principal executive offices and zip code)

(844) 663-2638

(Registrant’s telephone number, including area code)


(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:

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))

Securities registered pursuant to Section 12(b) of the Act:


Name of each class





Name of each exchange

on which registered

Common Stock, $0.01 par value   CNDT   NASDAQ Global Select Market

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 7.01.

Regulation FD Disclosure.

On April 1, 2021, Conduent Incorporated announced that 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”), issued a notice of redemption for the entire $34,117,000 outstanding principal amount of the 10.500% senior notes due 2024 of the Issuers (the “Notes”). The notice of redemption states that the entire outstanding principal amount of the Notes will be redeemed on May 1, 2021 at a price equal to 105.25% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.

The information under this Item 7.01 of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


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.

Dated: April 1, 2021


Conduent Incorporated

/s/ Kevin Ciaglo

Name:   Kevin Ciaglo
Title:   Assistant Secretary