Cognizant Technology Solutions Corp Files 8-K

TL;DR

CTSH filed an 8-K on June 5th, reporting a material definitive agreement. Details to follow.

AI Summary

On June 5, 2024, Cognizant Technology Solutions Corporation entered into a material definitive agreement. The filing also includes information regarding Regulation FD disclosures and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Teaneck, New Jersey.

Why It Matters

This 8-K filing indicates Cognizant Technology Solutions Corp has entered into a significant agreement, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement suggests a significant business event that could carry inherent risks and opportunities for the company.

Key Players & Entities

• Cognizant Technology Solutions Corporation (company) — Registrant
• June 5, 2024 (date) — Date of earliest event reported
• Teaneck, New Jersey (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — hich registered Class A Common Stock, $0.01 par value per share CTSH The Nasdaq St
• $1.29 b — ions to acquire units, is approximately $1.29 billion, consisting of $1.19 billion in c
• $1.19 billion — roximately $1.29 billion, consisting of $1.19 billion in cash and 1,470,589 shares of Class A

Filing Documents

• ctsh-20240605.htm (8-K) — 47KB
• exhibit21.htm (EX-2.1) — 1170KB
• exhibit991.htm (EX-99.1) — 23KB
• exhibit992.htm (EX-99.2) — 18KB
• ctsh-20240605_g1.jpg (GRAPHIC) — 49KB
• exhibit992001.jpg (GRAPHIC) — 46KB
• exhibit992002.jpg (GRAPHIC) — 282KB
• exhibit992003.jpg (GRAPHIC) — 82KB
• exhibit992004.jpg (GRAPHIC) — 157KB
• exhibit992005.jpg (GRAPHIC) — 119KB
• exhibit992006.jpg (GRAPHIC) — 169KB
• exhibit992007.jpg (GRAPHIC) — 129KB
• exhibit992008.jpg (GRAPHIC) — 115KB
• exhibit992009.jpg (GRAPHIC) — 137KB
• exhibit992010.jpg (GRAPHIC) — 152KB
• exhibit992011.jpg (GRAPHIC) — 35KB
• 0001058290-24-000204.txt ( ) — 3683KB
• ctsh-20240605.xsd (EX-101.SCH) — 2KB
• ctsh-20240605_lab.xml (EX-101.LAB) — 21KB
• ctsh-20240605_pre.xml (EX-101.PRE) — 12KB
• ctsh-20240605_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 5, 2024, Cognizant Domestic Holdings Corporation ("CDHC"), a wholly-owned subsidiary of Cognizant Technology Solutions Corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Propulsion Holdings, LLC ("Propulsion Holdings"), Propulsion Intermediate, LP and Eagle Acquisition Sub, LLC, a direct wholly-owned subsidiary of CDHC ("Merger Sub"). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, CDHC will acquire 100% of the units of Propulsion Holdings, the indirect parent of Belcan, LLC, via a reverse subsidiary merger transaction (the "Transaction"). The aggregate purchase price consideration for all of the outstanding equity of Propulsion Holdings, consisting of the outstanding units and options to acquire units, is approximately $1.29 billion, consisting of $1.19 billion in cash and 1,470,589 shares of Class A Common Stock, par value $0.01 per share, of the Company. The purchase price is subject to customary adjustments set forth in the Merger Agreement. The cash consideration is expected to be funded through a mix of cash on hand and debt. The Transaction is expected to close in the quarter ending September 30, 2024, subject to certain closing conditions, including, among others, (1) the receipt of required regulatory approvals, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the consummation of the Transaction and approval of the Transaction pursuant to the UK National Security and Investment Act 2021, (2) the absence of any law or order prohibiting the closing, (3) the receipt of certain third party consents, (4) the continued effectiveness of certain employment, non-solicitation and confidentiality agreements, (5) the accuracy of representations and warranties of the parties, subject to certain

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 10, 2024, the Company issued a press release regarding the Transaction. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.* The Company's investor presentation containing additional information regarding the Transaction is attached to this current report on Form 8-K as Exhibit 99.2.*

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 2.1 Agreement and Plan of Merger, dated June 5, 2024, among Propulsion Holdings, LLC, Cognizant Domestic Holdings Corporation, Eagle Acquisition Sub, LLC, and Propulsion Intermediate, LP ** 99.1 Press Release of Cognizant Technology Solutions Corporation, dated June 10, 2024* 99.2 Investor Presentation, dated June 10, 2024* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The information in Item 7.01, Exhibit 99.1, and Exhibit 99.2 of this current report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. ** Certain schedules and other similar attachments to this Exhibit 2.1 have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. In addition, portions of Exhibit 2.1 have been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon request.

Forward Looking Statements

Forward Looking Statements This current report on Form 8-K includes statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which is necessarily subject to risks, uncertainties and assumptions as to future events that may not prove to be accurate. These statements include, but are not limited to, express or implied forward-looking statements relating to the anticipated growth of the Engineering Research & Development services market and Aerospace & Defense sector; the benefits of the Transaction, including the impact of the acquisition of Propulsion Holdings on the business and prospects of both the Company and Propulsion Holdings, including revenue, synergies, new business opportunities, growth, expansion and the anticipated impact of the transaction on our future financial and operating results; the expected timing of the transaction closing; the combined company's plans, objectives, expectations and intentions, including the contemplated increase in the Company's share repurchase plan; and other statements that are not historical facts. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include the risk that the revenue synergies and any cost savings from the transaction may not be fully realized or may take longer than anticipated to be realized; disruption to the parties' businesses as a result of the announcement and pendency of the transaction; the ability by each of the Company and Propul

SIGNATURES

SIGNATURES 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. COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION By: /s/ Jatin Dalal Name: Jatin Dalal Title: Chief Financial Officer Date: June 10, 2024

View Full Filing

View this 8-K filing on SEC EDGAR