Form 8-K CSG SYSTEMS INTERNATIONA For: Jun 23
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): June 23, 2015
CSG SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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0-27512 |
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47-0783182 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
9555 Maroon Circle, Englewood, CO |
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80112 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (303) 200-2000
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.04 |
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. |
On June 29, 2015, CSG Systems International, Inc. (“CSG”) issued a press release announcing that its $150 million of 3.0% Senior Subordinated Convertible Notes issued in March 2010, due March 1, 2017 (the “2010 Convertible Notes”) (CUSIP Number 126349 AC3), will be convertible beginning July 1, 2015 and through the fiscal quarter ending on September 30, 2015.
Pursuant to the terms of the Indenture, prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time in the fiscal quarter following the period in which the price of CSG’s common stock trades over 130% of the conversion price for at least 20 consecutive trading days in the last 30 trading days of a fiscal quarter. As of June 23, 2015, the closing price of CSG’s common stock exceeded 130% of the conversion price for the required period, thus allowing for the 2010 Convertible Notes to be converted at the holder’s option during the quarter beginning July 1, 2015 and ending September 30, 2015. The conversion price was $23.19 at June 23, 2015, or 43.1307 shares per $1,000.
Upon any conversion of the 2010 Convertible Notes, CSG will settle its conversion obligation as follows: (i) it is required to pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of its conversion obligation exceeds the par value, it can satisfy the remaining conversion obligation in its common stock, cash, or any combination of its common stock and cash, at the discretion of CSG.
Item 8.01 Other Events.
On June 29, 2015, CSG issued a press release announcing the satisfaction of the market price conversion trigger for the 2010 Convertible Notes. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated into this section by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
99.1 |
Press release of CSG Systems International, Inc. dated June 29, 2015 |
1
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.
Date: June 29, 2015
CSG SYSTEMS INTERNATIONAL, INC. |
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By: |
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/s/ Rolland B. Johns |
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Rolland B. Johns, |
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Chief Accounting Officer |
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CSG Systems International, Inc.
Form 8-K
Exhibit Index
99.1Press release of CSG Systems International, Inc. dated June 29, 2015
3
Exhibit 99.1
PRESS RELEASE
CSG Systems International Announces
Trigger Event for Convertible Debt
As Stock Price Exceeds the 130% Conversion Price Threshold
ENGLEWOOD, Colo. (June 29, 2015) ¾ CSG Systems International, Inc. (NASDAQ: CSGS), a global provider of interactive transaction-driven solutions and services, today announced that the conversion price threshold requirements on its 3.0% Senior Subordinated Convertible Notes issued in March 2010, due March 1, 2017 (the “2010 Convertible Notes”) (CUSIP Number 126349 AC3), have recently been met. As a result, the 2010 Convertible Notes are convertible at the option of the holders beginning July 1, 2015 and through the fiscal quarter ending on September 30, 2015.
Pursuant to the terms of the Indenture, prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time in the fiscal quarter following the period in which the price of CSG’s common stock trades over 130% of the conversion price for at least 20 consecutive trading days in the last 30 trading days of a fiscal quarter. As of June 23, 2015, the closing price of CSG’s common stock exceeded 130% of the conversion price for the required period, thus allowing for the 2010 Convertible Notes to be converted at the holder’s option during the quarter beginning July 1, 2015 and ending September 30, 2015. The conversion price was $23.19 at June 23, 2015, or 43.1307 shares per $1,000.
Upon any conversion of the 2010 Convertible Notes, CSG will settle its conversion obligation as follows: (i) it is required to pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of its conversion obligation exceeds the par value, it can satisfy the remaining conversion obligation in its common stock, cash, or any combination of its common stock and cash, at the discretion of CSG.
The total par value of the 2010 Convertible notes is $150 million, and after considering the remaining original issue discount of $12.7 million, had a carrying value on our March 31, 2015 balance sheet of $137.3 million. Based on the June 26, 2015 closing stock price for CSG of $32.18, the bonds would have had a total settlement value of approximately $208 million. Given that the current market value of the
2010 Convertible Notes exceeds the value holders would receive upon conversion if CSG’s common stock remains at the current levels, CSG believes that holders may not have a significant economic incentive to convert at this time. However, there can be no assurances as to the conversion decisions made by the holders during the conversion period.
CSG’s principal sources of liquidity include its cash and short-term investments ($169.9 million at March 31, 2015), cash generated from its operations, and its $200 million revolving credit facility, which as of June 29, 2015, had no borrowings outstanding and was fully available to CSG to be drawn upon. Based on CSG’s current financial condition, management believes that liquidity from these sources will be sufficient to meet its anticipated capital resource requirements for at least the next 12 months.
About CSG International
CSG Systems International, Inc. (NASDAQ:CSGS) is a market-leading business support solutions and services company serving the majority of the top 100 global communications service providers, including leaders in fixed, mobile and next-generation networks such as AT&T, Comcast, DISH, France Telecom, Orange, T-Mobile, Telefonica, Time Warner Cable, Vodafone, Vivo and Verizon. With over 30 years of experience and expertise in voice, video, data and content services, CSG International offers a broad portfolio of licensed and Software-as-a-Service (SaaS)-based products and solutions that help clients compete more effectively, improve business operations and deliver a more impactful customer experience across a variety of touch points. For more information, visit our website at www.csgi.com.
For further information:
Liz Bauer
Investor Relations
CSG International
(303) 804-4065
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