Conduent Completes Asset Acquisition

TL;DR

Conduent just bought some assets, filing shows.

AI Summary

Conduent Inc. announced the completion of its acquisition of certain assets from an undisclosed seller on March 7, 2024. The filing also includes financial statements and exhibits related to this transaction. The company's principal executive offices are located at 100 Campus Drive, Suite 200, Florham Park, New Jersey.

Why It Matters

This filing indicates Conduent is expanding its operations through asset acquisition, which could lead to new service offerings or market expansion.

Risk Assessment

Risk Level: low — The filing reports on a completed transaction and does not indicate any new or unusual risks.

Key Players & Entities

• Conduent Inc. (company) — Registrant
• March 7, 2024 (date) — Date of earliest event reported
• 100 Campus Drive, Suite 200, Florham Park, New Jersey 07932 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value CNDT NASDAQ Global Select Mar
• $425 million — y to CBS an aggregate purchase price of $425 million (the "Purchase Price"), subject to a pu
• $164 million — Date was attained and Conduent received $164 million as the pro-rata share of the Purchase P

Filing Documents

• cndt-20240307.htm (8-K) — 33KB
• ex991benefitwalletproforma.htm (EX-99.1) — 116KB
• cndt-20240307_g1.jpg (GRAPHIC) — 3KB
• 0001677703-24-000044.txt ( ) — 294KB
• cndt-20240307.xsd (EX-101.SCH) — 2KB
• cndt-20240307_lab.xml (EX-101.LAB) — 22KB
• cndt-20240307_pre.xml (EX-101.PRE) — 13KB
• cndt-20240307_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposal of Assets

Item 2.01. Completion of Acquisition or Disposal of Assets. As previously announced on September 19, 2023, Conduent Incorporated ("Conduent"), by and through its wholly owned subsidiary, Conduent Business Services, LLC ("CBS"), entered into a Custodial Transfer and Asset Purchase Agreement (the "Purchase Agreement") with HealthEquity, Inc. ("HealthEquity"), to transfer its BenefitWallet health savings account ("HSA") and medical savings account ("MSA") portfolio to HealthEquity (the "Transfer"). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement. The Purchase Agreement provides that HealthEquity will, over the course of the several Conversion Dates, pay to CBS an aggregate purchase price of $425 million (the "Purchase Price"), subject to a purchase price adjustment following the Final Conversion Date based on the amount of HSA and MSA assets actually transferred, as consideration for its acquisition of the exclusive right to act as custodian of the HSA Accounts and MSA Accounts (and the assumption of certain specified obligations). The Transfer will close in multiple tranches. A pro-rata portion of the Purchase Price, based upon the relative value of HSA and MSA assets transferred in that tranche, shall be payable upon each Conversion Date. On March 7, 2024 , following the completion of the first tranche of the Transfer, the Initial Conversion Date was attained and Conduent received $164 million as the pro-rata share of the Purchase Price. Conduent anticipates the remaining two tranches will be completed by May 9, 2024.

01 Other Events

Item 8.01 Other Events On March 13, 2024, Conduent notified Bank of America, N.A., the Administrative Agent for our Credit Agreement, that we intend to use the $164 million proceeds to voluntarily prepay a portion of the outstanding balance of the Senior Secured Term Loan B.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information. The following unaudited pro forma condensed consolidated financial statements of Conduent, after giving effect to the Transfer, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein: Conduent's unaudited pro forma condensed consolidated balance sheet as of December 31, 2023; and Conduent's unaudited pro forma condensed consolidated statement of income (loss) for the year ended December 31, 2023. The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the Conduent's consolidated results of operations or financial position that would have been reported had the Transfer been completed as of the dates presented and should not be taken as representation of the Conduent's future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. (d) Exhibits. Exhibit No. Description 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of Conduent Incorporated 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K ("Report') and any exhibits to this Report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, as amended. The words "anticipate," "believe," "estimate," "expect," "plan," "intend," "will," "aim," "should," "could," "forecast," "target," "may," "continue to," "endeavor," "if," "growing," "projected," "potential," "likely," "see," "ahead," "further," "going forward," "on the horizon," and similar expressions, as they relate to us, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but may not be limited to, statements regarding the expectation that the sale of the Company's BenefitWallet's HSA, MSA and flexible spending account portfolio to HealthEquity will be consummated and the timing of such consummation. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as anticipated, believed, estimated, expected or intended or using other similar expressions. In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Report, any exhibits to this Report and other public statements we make. Important factors and uncertainties that could cause actual results to differ materially from those in our forward-looking statements include, but are not limited to: the Company's a

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this report to be signed on its behalf by the undersigned duly authorized. Date: March 13, 2024 CONDUENT INCORPORATED By: /s/ STEPHEN WOOD Stephen Wood Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR