INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (Schedule TO) is filed by Concentrix CVG Corporation, a Delaware corporation (the
Company) and successor to Convergys Corporation (Convergys), and relates to the right of each holder (each, a Holder) of the Companys 5.75% Junior Subordinated Convertible Debentures due 2029 (the
Debentures) to require the Company to repurchase the Debentures upon the terms and subject to the conditions set forth in the Indenture, dated as of October 13, 2009 (the Base Indenture), as supplemented by the First
Supplemental Indenture, dated as of October 5, 2018 (the First Supplemental Indenture, and together with the Base Indenture, the Indenture), between the Company and U.S. Bank National Association, a national banking
association, as trustee (the Trustee), and the Debentures. The right of each Holder to require the Company to repurchase the Debentures, as described in the Company Notice of Fundamental Change, Company Notice of Make-Whole Fundamental
Change, Company Notice of Supplemental Indenture, Company Notice of Change in Conversion Rate and Company Offer to Repurchase to Holders of the 5.75% Junior Subordinated Convertible Debentures due 2029 issued by the Company, dated October 11,
2018, as it may be amended or supplemented from time to time (the Notice), filed as Exhibit (a)(1) to this Schedule TO, is referred to as the Offer to Repurchase.
Pursuant to the terms of the Offer to Repurchase, each Holder has the right, at the Holders option, to require the Company to repurchase
for cash all of such Holders Debentures, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, for a price equal to 100% of the principal amount of the Debentures to be repurchased, plus any
accrued and unpaid interest to, but excluding, November 9, 2018, upon the terms and subject to the conditions set forth in the Indenture, the Debentures, and this Notice, as amended and supplemented from time to time.
This Schedule TO is intended to satisfy the filing and disclosure requirements of Rules
13e-4(c)(2)
and
13e-4(d)(1)
under the Securities Exchange Act of 1934.
ITEMS 1 THROUGH 9.
As permitted by General Instruction F to Schedule TO, all of the information set forth in the Notice is incorporated by reference into
this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS.
Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company believes its financial condition is not material to a Holders
decision whether to exercise its repurchase right because (i) the consideration being paid to Holders consists solely of cash, (ii) the Offer to Repurchase is not subject to any financing condition and (iii) the Offer to Repurchase
applies to all outstanding Debentures.
ITEM 11. ADDITIONAL INFORMATION.
Not applicable.
ITEM 12. EXHIBITS.
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Exhibit
Number
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Description
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(a)(1)
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Company Notice of Fundamental Change, Company Notice of Make-Whole Fundamental Change, Company Notice of Supplemental Indenture, Company Notice of Change in Conversion Rate and Company Offer to Repurchase to Holders of the 5.75%
Junior Subordinated Convertible Debentures due 2029.
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(a)(5)
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Press release dated October 5, 2018 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form
8-K
filed on October 5, 2018).
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(b)
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Not applicable.
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(d)(1)
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Indenture, dated as of October 13, 2009, between Convergys Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K
filed on October 13, 2009).
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(d)(2)
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First Supplemental Indenture, dated as of October 5, 2018, between Concentrix CVG Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K
filed on October 5, 2018).
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