Item 1.01. Entry into a Material Definitive Agreement.

On December 5, 2019, TTEC Holdings, Inc. (the "Company") and Kenneth D. Tuchman, Chairman and CEO of the Company (the "Selling Stockholder"), entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Morgan Stanley & Co. LLC (the "Representatives"), as representatives of the several underwriters named therein (the "Underwriters"), for the sale of 3,000,000 shares of common stock of the Company, $0.01 par value per share (the "Common Stock"), by the Selling Stockholder at a price of $36.50 per share. Pursuant to the terms of the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to 450,000 additional shares, at the public offering price, less the underwriting discount, from the Selling Stockholder.

The closing of the sale of the Common Stock is expected to occur on December 10, 2019, subject to the satisfaction of customary closing conditions. The Company will not receive any proceeds from the sale of the Common Stock by the Selling Stockholder.

The Company and the Selling Stockholder made certain representations, warranties and covenants in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, commercial and investment banking, financial advisory and other commercial dealings in the ordinary course of business with the Company or affiliates of the Company. The Underwriters have received, or may in the future receive, customary fees and commissions for these transactions. One or more affiliates of BofA Securities, Inc. and HSBC Securities (USA) Inc. are lenders under the Company's credit facility.

A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed as part of this report:





Exhibit
Number                                   Description

1.1           Underwriting Agreement, dated December 5, 2019, by and among TTEC
            Holdings, Inc., Kenneth D. Tuchman and BofA Securities, Inc. and
            Morgan Stanley & Co. LLC, as representatives of the several
            underwriters named therein
5.1           Opinion of Hogan Lovells US LLP
23.1          Consent of Hogan Lovells US LLP (included in the opinion filed as
            Exhibit 5.1)




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