Icahn Group Amends Conduent Stake Filing

TL;DR

Icahn group updated their Conduent filing on 6/10. Still watching.

AI Summary

Carl Icahn, through various entities including Icahn Capital LP and Icahn Enterprises L.P., has amended their Schedule 13D filing for Conduent Inc. on June 10, 2024. The filing indicates a change in their beneficial ownership, though specific share counts or dollar amounts are not detailed in this excerpt. This amendment signifies ongoing activity and potential strategic adjustments by Icahn's group concerning their investment in Conduent.

Why It Matters

This filing update from Carl Icahn's investment group signals continued strategic interest and potential shifts in their holdings of Conduent, which could influence the company's stock performance and corporate actions.

Risk Assessment

Risk Level: medium — Amendments to 13D filings by activist investors like Carl Icahn can signal significant changes in strategy or holdings, introducing uncertainty.

Key Players & Entities

• CONDUENT Inc (company) — Subject Company
• ICAHN CARL C (person) — Filer
• ICAHN CAPITAL LP (company) — Group Member
• ICAHN ENTERPRISES L.P. (company) — Group Member
• 20240610 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — orated (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securitie
• $3.47 — ate of 38,149,336 Shares, at a price of $3.47 per share ( the closing price of the Is
• $132,378,196 — egate repurchase price of approximately $132,378,196. On December 31, 2016, the Reporting Pe

Filing Documents

• n2779_x228-sc13da.htm (SC 13D/A) — 65KB
• 0001539497-24-001193.txt ( ) — 67KB

Security and Issuer

Item 1. Security and Issuer This statement constitutes Amendment No. 10 to the Schedule 13D relating to the shares of common stock, $0.01 par value per share (the " Shares "), issued by Conduent Incorporated (the " Issuer "), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on January 9, 2017 (as previously amended, the " Schedule 13D ") to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended to add the following at the end thereof

Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On June 8, 2024, the Reporting Persons entered into a Purchase Agreement (the "Purchase Agreement") with the Issuer pursuant to which the Reporting Persons agreed to sell to the Issuer an aggregate of 38,149,336 Shares, at a price of $3.47 per share ( the closing price of the Issuer's common stock on the Nasdaq Global Select Market on June 7, 2024, the last full trading day prior to the execution of the Purchase Agreement), for an aggregate repurchase price of approximately $132,378,196. On December 31, 2016, the Reporting Persons and the Issuer entered into a Joinder Agreement to join the Issuer to an agreement among Xerox Corporation, the Issuer's former parent company, and the Reporting Persons dated as of January 28, 2016 (collectively, the "Settlement Agreement"), pursuant to which, among other things, Hunter Gary, Jesse A. Lynn and Steven Miller were appointed as designees of the Reporting Person to the board of directors of the Issuer. Pursuant to the Purchase Agreement, each of Messrs. Gary, Lynn and Miller have resigned from the Issuer's board of directors and all committees thereof, effective automatically as of the closing of the transactions contemplated thereby. Pursuant to the terms of the Purchase Agreement and effective upon the closing of the transactions contemplated thereby, the Issuer and the Icahn Parties (as such term is defined in the Purchase Agreement) mutually agreed to terminate the Settlement Agreement; provided, however, that the standstill provisions contained in the Settlement Agreement will remain in effect following the closing of the repurchase until the date that is thirty (30) days following the conclusion of the 2026 annual meeting of shareholders of the Company subject to certain modifications set forth therein. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer Item 5(a) and the first paragraph of Item 5(b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 0 Shares, representing approximately 0% of the Issuer's outstanding Shares (based upon the 204,583,488 Shares stated to be outstanding as of April 30, 2024, by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2024). (b) As a result of the transaction described in Item 4, none of the Reporting Persons have any sole or shared, voting or dispositive power with respect to the Shares. (c) Except as described in Item 4, no transactions in the Shares were effected within the past 60 days. (e) As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer   The information set forth above in Item 4 is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits 1. Purchase Agreement, dated June 8, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 10, 2024).   SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 10, 2024 ICAHN PARTNERS LP ICAHN PARTNERS MASTER FUND LP ICAHN ONSHORE LP ICAHN OFFSHORE LP ICAHN CAPITAL LP IPH GP LLC By: /s/ Jesse A. Lynn Name: Jesse A. Lynn Title: Chief Operating Officer BECKTON CORP. By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Vice President ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES G.P. INC. By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of Amendment No. 10 to Schedule 13D - Conduent Incorporated]

View Full Filing

View this SC 13D/A filing on SEC EDGAR