CSG Systems International SEC Filings

CSG Systems International agreed to be acquired by NEC Corporation. Under the Merger Agreement, each outstanding share of CSG common stock will be converted into the right to receive $80.70 in cash per share, subject to the terms and conditions of the agreement. The Board unanimously approved the deal and plans to recommend that stockholders adopt the Merger Agreement.

Closing requires approval by a majority of outstanding shares, expiration or termination of HSR and other antitrust/foreign investment reviews and certain Money Transmitter Law approvals, no Company Material Adverse Effect, and other customary conditions. If completed, CSG will be delisted from Nasdaq and become a wholly owned subsidiary of NEC. Equity awards that would have fully vested and settled in 2026 will vest and settle on or prior to December 31, 2025, with performance conditions measured based on actual performance as of the latest practical date. The agreement includes termination fees of $82,000,000 (payable by CSG in specified circumstances) and $135,000,000 (payable by NEC in specified circumstances), and an outside date at the first anniversary, with up to four three‑month extensions if only regulatory approvals remain.

CSG Systems International (CSGS) announced it entered into a definitive Agreement and Plan of Merger with NEC Corporation. A wholly owned NEC subsidiary, Canvas Transaction Company, Inc., will merge with and into CSG, with CSG continuing as the surviving corporation and becoming a wholly owned subsidiary of NEC.

The transaction is subject to the terms and conditions in the merger agreement, including required shareholder and regulatory approvals. The companies issued a joint press release, attached as Exhibit 99.1. CSG plans to file proxy materials with the SEC, and investors are urged to read the proxy statement and related documents when available for details on the proposed acquisition.

CSG Systems International (CSGS) disclosed a Form 4 for its SVP, Chief Accounting Officer. On 10/10/2025, 1,284 shares of common stock were withheld by the issuer (transaction code F) at $36 to cover tax withholding upon the vesting of a restricted stock award. After this administrative transaction, the officer beneficially owns 16,145.4546 shares, held directly.

CSG Systems International (CSGS) reported an insider transaction by EVP and General Counsel Rasmani Bhattacharya. On 10/10/2025, 612 shares of common stock were withheld (transaction code F) at $36 to satisfy tax withholding obligations upon the vesting of a restricted stock award. Following the withholding, 69,451 shares were beneficially owned, held directly.

This filing reflects administrative share withholding rather than an open‑market sale, and it does not change the number of shares issued by the company.

LSV Asset Management reports beneficial ownership of 1,395,688 shares of CSG Systems International Class A common stock, representing 4.8% of the class. The filing shows LSV has sole dispositive power over all 1,395,688 shares and sole voting power for 852,443 shares, with no shared voting or dispositive power. The statement classifies LSV as an investment adviser (Type IA) and affirms the position is held in the ordinary course of business and not for the purpose of changing control.

The disclosure also notes that clients of LSV have the right to receive dividends or proceeds from these securities. The split between voting and dispositive power means LSV can direct the sale of the full holding while voting authority applies to a smaller portion, a detail relevant to governance and liquidity considerations.

CSGS Q2-25 topline accelerated but earnings slipped. Revenue rose 2.3% YoY to $297.1 M, led by 3% growth in SaaS & related solutions (91% of total). Americas softened (-2%) while EMEA jumped 68%, lifting geographic mix. Operating income climbed 17% to $29.9 M as cost-efficiency actions trimmed cost of revenue 200 bp; operating margin expanded to 10.0% (8.8% LY).

Bottom line pressure. Net income fell 11% to $12.3 M and diluted EPS to $0.44 (vs $0.48) on higher tax expense and $7.8 M DGIT earn-out charges within SG&A. Six-month net income is down 15% to $28.4 M.

Cash & leverage. Cash decreased to $145.9 M (-10% YTD) after $26.7 M buybacks, $18.6 M dividends and $40.5 M share repurchases for tax/treasury. Operating cash flow strengthened to $48.8 M YTD (vs $13.8 M). Debt totals $537.8 M, chiefly $425 M 3.875% 2028 converts and $125 M drawn on the new $600 M 2025 Revolver replacing the 2021 facility; net leverage approximates 2.1× EBITDA.

Strategic & risk updates. Workforce rationalization (≈150 heads) and closure of a Florida design center incurred $12.0 M YTD charges; annual savings expected in 2H-25. A Latin-America implementation contract was terminated 5 Jul 25, leaving $18.5 M receivables at risk, though management asserts recoverability. Goodwill increased $9.7 M on FX. Future SaaS backlog stands at ~$1.7 B (70% recognizable by 2027).