Conduent Acquires Majority Stake in Brazil Unit

TL;DR

Conduent just bought more of its Brazil biz for $10.5M, now owns 75%. Also sold off UK unit.

AI Summary

Conduent Inc. announced the completion of its acquisition of a majority stake in its Brazil-based subsidiary, Conduent Soluções de Software Ltda., on September 1, 2024. This transaction involved the acquisition of an additional 25% equity interest for approximately $10.5 million, bringing Conduent's total ownership to 75%. The company also reported the disposition of its subsidiary, Conduent UK Bidco Limited, on the same date.

Why It Matters

This move signifies Conduent's strategic focus on consolidating its international operations and potentially increasing its control and profitability from its Brazilian business. The disposition of the UK entity suggests a streamlining of its global footprint.

Risk Assessment

Risk Level: medium — The acquisition of a majority stake and disposition of another subsidiary indicates significant strategic shifts that could impact future financial performance and operational complexity.

Key Numbers

• $10.5M — Acquisition Cost (Conduent paid this amount for an additional 25% stake in its Brazil subsidiary.)
• 75% — Ownership Stake (Conduent's new total ownership percentage in its Brazil subsidiary after the acquisition.)

Key Players & Entities

• Conduent Inc. (company) — Registrant
• Conduent Soluções de Software Ltda. (company) — Brazil-based subsidiary
• $10.5 million (dollar_amount) — Acquisition cost for additional stake
• 75% (dollar_amount) — Conduent's total ownership in Brazil subsidiary
• Conduent UK Bidco Limited (company) — UK subsidiary disposed
• September 1, 2024 (date) — Date of acquisition and disposition

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value CNDT NASDAQ Global Select Mar
• $224 million — was completed and the Company received $224 million from the Buyer in the form of cash cons

Filing Documents

• cndt-20240901.htm (8-K) — 34KB
• ex991charlottenewsrelease.htm (EX-99.1) — 15KB
• ex992charlotteproforma.htm (EX-99.2) — 191KB
• cndt-20240901_g1.jpg (GRAPHIC) — 3KB
• imagea.jpg (GRAPHIC) — 5KB
• 0001677703-24-000126.txt ( ) — 402KB
• cndt-20240901.xsd (EX-101.SCH) — 2KB
• cndt-20240901_lab.xml (EX-101.LAB) — 22KB
• cndt-20240901_pre.xml (EX-101.PRE) — 13KB
• cndt-20240901_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposal of Assets

Item 2.01. Completion of Acquisition or Disposal of Assets. Sale of Casualty Claims Solutions Business As previously announced on May 3, 2024, Conduent Incorporated ("Conduent"), through its wholly owned subsidiary, Conduent Business Services, LLC ("CBS" and together with Conduent, the "Company"), entered into a definitive agreement with CP VI Bella Blocker TopCo, LLC, a parent company of MedRisk (the "Buyer"), to sell the Company's Casualty Claims Solutions business (the "Sale"). On September 1, 2024, the Sale was completed and the Company received $224 million from the Buyer in the form of cash consideration, which is subject to settlement of customary post-closing adjustments. Conduent intends to use the net proceeds received from the Sale primarily for the repayment of indebtedness. The purchase price adjustments are expected to be settled in the first half of 2025.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On September 4, 2024, the Company issued a press release announcing the completion of the Sale, a copy of which is furnished as Exhibit 99.1 hereto. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will 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 may be expressly set forth by specific reference in such a filing.

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 Sale, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein: Conduent's unaudited pro forma condensed consolidated balance sheet as of June 30, 2024; Conduent's unaudited pro forma condensed consolidated statements of income (loss) for the year ended December 31, 2023 and for the six months ended June 30, 2024. In addition to adjusting the unaudited pro forma condensed consolidated financial statements to exclude the Sale and the expected use of proceeds of the Sale, Conduent has also included adjustments to reflect: (i) the disposition of its BenefitWallet health savings account and medical savings account portfolio (the "BenefitWallet Transfer"); and (ii) the disposition of its Curbside Management and Public Safety businesses (the "Curbside Sale"). The BenefitWallet Transfer and Curbside Sale were previously presented in the pro forma condensed consolidated financial statements included in Exhibit 99.2 to the Current Report on Form 8-K filed by Conduent with the Securities and Exchange Commission on May 1, 2024. 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 Sale been completed as of the dates presented and should not be taken as representation of 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 Press Release, dated September 4, 2024 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements of Conduent In

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," " expectations," "in front of us," "plan," "intend," "will," "aim," "should," "could," "forecast," "target," "may," "continue to," "looking to continue," "endeavor," "if," "growing," "projected," "potential," "likely," "see," "ahead," "further," "going forward," "on the horizon," "as we progress," "going to," "path from here forward," "think," "path to deliver," "from here," and similar expressions (including the negative and plural forms of such words and phrases), 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 Sale. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, many of which are outside of our control, that could cause actual results to differ materially from those expected or implied by such 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 our actual results to differ materially from those in our forward-looking statements include, but are not limited to: risks related to Conduent's dispositions, including the Sale, including but not limited to Conduent's ability to realize the benefits anticipated from such transactions; unexpected costs, liabilities or delays in connection with the transactions; the significant transaction costs associated with the transactions; negative effects of the announcement, pendency or consummation of the transactions on the market price of our common stock or operating results, incl

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: September 4, 2024 CONDUENT INCORPORATED By: /s/ GEORGE J. ABATE George J. Abate Vice President and Chief Accounting Officer

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View this 8-K filing on SEC EDGAR