[8-K] Conduent Incorporated Reports Material Event

Rhea-AI Filing Summary

Conduent Incorporated (CNDT) amended its existing credit agreement on August 26, 2025 to restructure its bank facilities. The amendment prepays in full the Term A loans and reduces the revolving credit capacity to approximately $357 million (split into ~$187 million maturing August 26, 2028 and ~$170 million maturing October 15, 2026). It also adds a new performance letter of credit facility of approximately $93 million maturing August 26, 2028. Interest on revolver borrowings is based on a margin over base rate or SOFR with SOFR margins of 1.75%–3.00% and base rate margins of 0.75%–2.00%, plus commitment fees of 0.30%–0.55%. Performance letters of credit carry margins of 1.05%–1.80% plus similar commitment fees. The credit facilities are unconditionally guaranteed and secured by substantially all assets and impose financial covenants including a consolidated first lien net leverage ratio not to exceed 4.50x and a fixed charge coverage ratio of at least 2.50x.

Positive

• Term A loans were prepaid in full, eliminating that term debt tranche
• Addition of a dedicated $93 million Performance Letter of Credit facility provides targeted liquidity for contractual obligations
• Borrowers may voluntarily repay the Credit Facilities at any time without premium (other than customary breakage costs)

Negative

• The revolving credit facility was reduced to approximately $357 million, lowering committed liquidity
• Financial covenants require consolidated first lien net leverage ≤ 4.50x and fixed charge coverage ≥ 2.50x, which could constrain flexibility
• All obligations are secured and unconditionally guaranteed, increasing encumbrances on substantially all assets and subsidiaries

Insights

Syndicated Loans Analyst

TL;DR: Conduent refinanced bank facilities, lowering revolver capacity, adding an LC tranche, and keeping typical leverage and coverage covenants.

The amendment materially reshapes Conduent's near‑term liquidity by eliminating Term A exposure and concentrating availability into a smaller revolving facility and a distinct performance letter of credit facility. Pricing tied to SOFR and base rates with leverage‑based margin grids is market standard. The covenant levels—first lien net leverage ≤4.50x and fixed charge coverage ≥2.50x—are meaningful operational limits that will constrain discretionary capital uses if leverage rises. Collateral and guarantees are broad, increasing lenders' recoverability.

Corporate Finance / Risk Analyst

TL;DR: Amendment reduces structural flexibility and replaces term debt with a leaner revolver plus L/C capacity, while preserving lender protections.

Prepaying Term A removes scheduled term amortization but reduces committed liquidity from previous levels. The split maturity (2026 and 2028) staggers near‑term runway but overall revolver reduction could tighten headroom. Commitment fees and leverage‑based margin steps create ongoing cost sensitivity to operating performance. The secured, guaranteed structure and customary defaults preserve lender remedies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 26, 2025

 CONDUENT INCORPORATED

(Exact name of registrant as specified in its charter)  

New York

001-37817

81-2983623

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

100 Campus Drive,						Suite 200,
Florham Park,			New Jersey
07932
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 663-2638

Not Applicable

(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:

Title of each class			Trading Symbol(s)			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 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).

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 1.01. Entry into a Material Definitive Agreement.

On October 15, 2021, Conduent Incorporated (the "Company"), Conduent Business Services, LLC (the “Lead Borrower” or “CBS”), Conduent State & Local Solutions, Inc. (“CSLS”), Affiliated Computer Services International B.V. (the “Dutch Borrower” and, together with the Lead Borrower and CSLS, the “Borrowers”) entered into a Credit Agreement with the other guarantors party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent (in such capacities, “the Administrative Agent”), and as a Swing Line Lender and an L/C Issuer and the lenders party thereto (as amended by Amendment No. 1 to Credit Agreement, dated as of May 9, 2023, and as amended by Amendment No. 2 to Credit Agreement, dated as of September 6, 2023, the “Existing Credit Agreement”).

On August 26, 2025, the Company (as the parent guarantor), the Borrowers, the other guarantors party thereto, the Administrative Agent and the lenders and letter of credit issuers party thereto, entered into an amendment to the Existing Credit Agreement (“Amendment No. 3” and the Existing Credit Agreement as amended by Amendment No. 3, the “Credit Agreement”) to amend the terms of the Existing Credit Agreement, to, among other things, (1) prepay in full the Term A Loans outstanding under the Existing Credit Agreement, (2) reduce the amount of the revolving credit facility to approximately $357 million, of which approximately $187 million will mature on August 26, 2028 and the remaining approximately $170 million will continue to mature on October 15, 2026 (as amended, the “Revolving Credit Facility”), (3) add a new performance letter of credit facility in the amount of approximately $93 million (the “Performance Letter of Credit Facility” and together with the Revolving Credit Facility, the “Credit Facilities”), which will mature on August 26, 2028 and (4) make certain other changes to the Existing Credit Agreement as set forth in Amendment No. 3.

The Borrowers may voluntarily repay outstanding loans under the Credit Facilities at any time without premium or penalty, other than customary breakage costs.

Borrowings under the Revolving Credit Facility bear interest, at the Company's option, at a rate per annum equal to an applicable margin over a base rate or a Secured Overnight Financing Rate ("SOFR"), depending on the type of loan. The applicable margin for the Revolving Credit Facility for SOFR loans range from 1.75% to 3.00% per annum, depending on certain leverage ratios and for base rate loans range from 0.75% to 2.00% per annum.

In addition to paying interest on outstanding principal under the Revolving Credit Facility, the Company is required to pay a commitment fee ranging from 0.30% to 0.55% per annum to the lenders in respect of unutilized commitments thereunder.

Issuances of letters of credit under the Performance Letter of Credit Facility bear interest at a rate per annum equal to an applicable margin. The applicable margin for the Performance Letter of Credit Facility range from 1.05% to 1.80% per annum, depending on certain leverage ratios.

In addition to paying fees on outstanding principal under the Performance Letter of Credit Facility, the Company is required to pay a commitment fee ranging from 0.30% to 0.55% per annum to the performance letter of credit issuers in respect of unutilized commitments thereunder.

All obligations under the Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions). All obligations under the Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor.

The Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default. It requires the consolidated first lien net leverage ratio to not exceed 4.50 to 1.00 and a fixed charge coverage ratio of greater than or equal to 2.50 to 1.00. If an event of default occurs, the lenders under the Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement and all actions permitted to be taken by secured creditors under applicable law.

The foregoing description of Amendment No. 3 is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth with respect to Amendment No. 3 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure

On August 27, 2025, the Company issued a press release announcing the completion of Amendment No. 3, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Amendment No. 3 to the Credit Agreement, dated as of August 26, 2025, by and among Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Computer Services International B.V., Conduent Incorporated, the other guarantors party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer and the lenders party thereto.
99.1						Press Release, dated August 27, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 27, 2025

 

CONDUENT INCORPORATED
By:						/s/ MICHAEL FISHERMAN
						Michael Fisherman
						Assistant Secretary

FAQ

What did Conduent (CNDT) change in its credit agreement?

Conduent amended its credit agreement to prepay Term A loans, reduce the revolver to ~$357 million, and add a ~$93 million performance letter of credit facility.

When do the amended facilities mature for CNDT?

Approximately $187 million of the revolver matures August 26, 2028, the remaining ~$170 million matures October 15, 2026, and the performance letter of credit facility matures August 26, 2028.

What interest margins apply to Conduent's revolver after the amendment?

SOFR loan margins range from 1.75% to 3.00% and base rate loan margins range from 0.75% to 2.00%, determined by leverage ratios.

Are there fees for unused commitments under the amended CNDT credit facilities?

Yes. Commitment fees range from 0.30% to 0.55% per annum on unutilized commitments for both the revolver and the performance letter of credit facility.

What covenants did Conduent agree to in the amendment?

The amendment requires consolidated first lien net leverage to be ≤ 4.50 to 1.00 and a fixed charge coverage ratio ≥ 2.50 to 1.00.