CNDT Conduent

Filed: 27 May 21, 6:24am











Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 26, 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.

Conduent Incorporated (together with its consolidated subsidiaries, the “Company”) announced that it has decided not to proceed at this time with its previously announced intention to replace its Credit Agreement Term Loan due 2022, Credit Agreement Term Loan due 2023, and Senior Revolving Credit Facility. The Company has determined, based on the combination of deal structure and market conditions, to postpone refinancing efforts in order to pursue a more optimal outcome at a later point in time.

This Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any security.

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: May 27, 2021


Conduent Incorporated

/s/ Kevin Ciaglo

Name: Kevin Ciaglo
Title: Assistant Secretary