ITEM 1.01. Entry into a Material Definitive Agreement

On October 15, 2021 (the "Closing Date"), Conduent Incorporated ("Conduent" and, together with its consolidated subsidiaries, the "Company") Conduent Business Services, LLC ("CBS" or the "Lead Borrower") and Conduent State & Local Solutions, Inc. ("CSLS") completed the private offering of $520 million aggregate principal amount of their 6.00% Senior Secured Notes due 2029 (the "Notes") and closed on first lien senior secured credit facilities (the "Senior Secured Credit Facilities") consisting of (a) a term A loan facility in an aggregate principal amount of $265 million (the "Term Loan A Facility"), (b) a term B loan facility in an aggregate principal amount of $515 million (the "Term Loan B Facility") and (c) a revolving loan facility providing up to $550 million (the "Revolving Credit Facility"). On the Closing Date, the Company borrowed $100 million under the Revolving Credit Facility and had $20 million of outstanding letters of credit under the Revolving Credit Facility, leaving $430 million available for borrowing.

The net proceeds of the Notes and the Senior Secured Credit Facilities were used to refinance entirely the senior secured credit agreement, dated as of December 7, 2016, among Conduent, CBS, Conduent Finance, Inc., Affiliated Computer Services International B.V., a private limited company organized under the laws of the Netherlands (the "Dutch Borrower"), the lenders party thereto and JP Morgan Chase Bank, N.A., as the administrative agent (the "Prior Credit Agreement") and to pay related fees and expenses.

The Senior Secured Credit Facilities

The Senior Secured Credit Facilities are governed by a Credit Agreement, dated as of October 15, 2021, among CBS, CSLS, the Dutch Borrower, Conduent (as a parent guarantor), 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 (the "Senior Secured Credit Agreement"). The summary of the terms of the Senior Secured Credit Agreement contained in this current report on Form 8-K is qualified in its entirety by reference to the terms of the Senior Secured Credit Agreement, a copy of which will be filed with Conduent's quarterly report on Form 10-Q for the quarter ending September 30, 2021.

CBS, CSLS, and, with respect to only the Revolving Credit Facility and the Term Loan A Facility, the Dutch Borrower, are the borrowers under the Senior Secured Credit Facilities. Where the context requires, the term "Borrowers" should be read to refer to the borrowers under each relevant Senior Secured Credit Facility.

The Revolving Credit Facility includes a $300 million subfacility for letters of credit and a subfacility for short-term borrowings referred to as swing line borrowings. In addition, the Senior Secured Credit Agreement will provide that the Borrowers will have the right at any time, subject to customary conditions, to request incremental loans or incremental revolving credit commitments in an aggregate principal amount of up to (a) the greater of (1) $300 million and (2) 50% of LTM Consolidated EBITDA (as defined in the Senior Secured Credit Agreement) plus (b) an amount equal to all voluntary prepayments, repurchases and redemptions of the term loans under the Senior Secured Credit Agreement and certain other indebtedness plus (c) an additional unlimited amount based on compliance with various leverage ratios. The lenders under the Senior Secured Credit Facilities will not be under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans will be subject to certain customary conditions precedent and other provisions.

Interest rate and fees

Borrowings under the Term Loan A Facility, the Term Loan B Facility and the Revolving Credit Facility are expected to bear interest, at the Borrowers' option, at a rate per annum equal to an applicable margin over a base rate or a Eurocurrency rate, depending on the type of loan.

The applicable margin for the Term Loan A Facility and the Revolving Credit Facility for Eurocurrency loans will range from 1.75% to 2.75% per annum, depending on the Consolidated First Lien Net Leverage Ratio and for base rate loans will range from 0.75% to 1.75% per annum. The applicable margin for the Term Loan B Facility for Eurocurrency loans will be 4.25% per annum and for base rate loans will be 3.25% per annum.



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Prepayments

The Senior Secured Credit Agreement contains customary mandatory prepayment requirements, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness.

The Borrowers may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary breakage costs with respect to Eurocurrency loans; provided, however, that they expect that any voluntary prepayment, refinancing or repricing of the term loans under the Term Loan B Facility in connection with certain repricing transactions that occur prior to the six-month anniversary of the closing of the Senior Secured Credit Facilities shall be subject to a premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced.

Amortization and maturity

The term loans under the Term Loan A Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 5.00% of the original principal amount of such term loans, with the balance being payable on the date that is five years after the Closing Date.

The term loans under the Term Loan B Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on the date . . .

ITEM 1.02 Termination of a Material Definitive Agreement

The Prior Credit Agreement was terminated on the Closing Date as a result of being refinanced in full using the net proceeds of the Notes and the Senior Secured Credit Facilities.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

The disclosures contained in Item 1.01 of this current report on Form 8-K are hereby incorporated by reference in this Item 2.03 as if fully set forth herein.

ITEM 8.01 Other Events

On October 18, 2021, Conduent issued the press release attached to this current report on Form 8-K as Exhibit 99.1, which is incorporated by reference in this Item 8.01 as if fully set forth herein.

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ITEM 9.01 Financial Statements and Exhibits




Exhibit 99.1   Press Release, dated October 18, 2021.

The information in this Current Report on Form 8-K may contain forward-looking statements which are deemed to be "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on the Company's beliefs as well as assumptions made by the Company using information currently available. The words "anticipate," "believe," "estimate," "expect," "plan," "intend," "will," "aim," "should," could," "forecast," "target," "may," "continue to," "if," "growing," "projected," "potential," "likely," and similar expressions, as they relate to the Company, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In addition, all statements regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto, including the pandemic's impact on general economic and market conditions, as well as on the Company's business, customers, and markets, results of operations and financial condition and anticipated actions to be taken by management to sustain the Company's business during the economic uncertainty caused by the pandemic and related governmental and business actions, as well as other statements that are not strictly historical in nature, are forward looking. These statements reflect the Company's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as anticipated, believed, estimated, expected or intended or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, the Company is making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements contained herein, any exhibits hereto and other public statements the Company makes. The Company's actual results may vary materially from those expressed or implied in its forward-looking statements. These forward-looking statements are also subject to the significant continuing impact of the COVID-19 pandemic on the Company's business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted.

Important factors and uncertainties that could cause the Company's actual results to differ materially from those in its forward-looking statements include, but are not limited to: the significant continuing effects of the ongoing COVID-19 pandemic on the Company's business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted; government appropriations and termination rights contained in the Company's government contracts; its ability to renew commercial and government contracts, including contracts awarded through competitive bidding processes; its ability to recover capital and other investments in connection with its contracts; its reliance on third party providers; its ability to deliver on its contractual obligations properly and on time; changes in interest in outsourced business process services; risk and impact of geopolitical events, natural disasters and other factors (such as pandemics, including coronavirus) in a particular country or region on the Company's workforce, customers and vendors; claims of infringement of third party intellectual property rights; the Company's ability to estimate the scope of work or the costs of performance in its contracts; the loss of key senior management and the Company's ability to attract and retain necessary technical personnel and qualified subcontractors; increases in the cost of telephone and data services or significant interruptions in such services; the Company's failure to develop new service offerings and protect its intellectual property rights; the Company's ability to modernize its information technology infrastructure and consolidate data centers; the failure to comply with laws relating to individually identifiable information and personal health information; the failure to comply with laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; breaches of the Company's information systems or security systems or any service interruptions; the Company's ability to comply with data security standards; changes in tax and other laws and regulations; risk and impact of potential goodwill and other asset impairments; the Company's significant indebtedness; the Company's ability to obtain adequate pricing for its services and to improve its cost structure; the Company's ability to collect its receivables, including those for unbilled services; a decline in revenues from, or a loss of, or a reduction in business from or failure of significant clients; fluctuations in the Company's non-recurring revenue; the Company's failure to maintain a satisfactory credit rating; the Company's ability to receive dividends or other payments from its subsidiaries; developments in various contingent liabilities that are not reflected on the Company's balance sheet, including those arising as a result of being involved in a variety of claims, lawsuits, investigations and proceedings; conditions abroad, including local economics, political environments, fluctuating foreign currencies and shifting regulatory schemes; changes in government regulation and economic, strategic, political and social conditions; changes in the volatility of the Company's stock price and the risk of litigation following a decline in the price of the Company's stock; and other factors that are set forth in the "Risk Factors" section, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and other sections of the Company's 2020 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and any Current Report on Form 8-K. Any forward-looking statements made by the Company herein and any other public statements the Company makes speak only as of the date on which they are made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.

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