8-K

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): September 05, 2023

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-27512	47-0783182
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
169 Inverness Dr W Suite 300
Englewood, Colorado		80112
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 303 200-2000

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	CSGS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 5, 2023, CSG Systems International, Inc. (“CSG” or the “Company”) entered into the Second Amendment (the “Second Amendment”) to its $600 million Amended and Restated Credit Agreement, dated September 13, 2021 (as amended by the First Amendment, dated as of April 12, 2023, the “2021 Credit Agreement”), by and among the Company, the subsidiary guarantors party thereto, Bank of America, N.A., as the administrative agent, collateral agent, swingline lender, and an issuing bank, and the other lenders and issuing banks from time to time party thereto. The Second Amendment amends the 2021 Credit Agreement to permit the issuance and sale of the Notes (as defined below) and the related capped call transactions. All of the other material terms, provisions, and conditions of the 2021 Credit Agreement remain unchanged.

The foregoing summary of the terms of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.60B hereto and is hereby incorporated by reference.

Item 8.01 Other Events.

On September 5, 2023, CSG issued a press release announcing that it intended to offer, subject to market and other conditions, $350 million aggregate principal amount of convertible senior notes due 2028 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. A copy of the press release announcing the commencement of the Notes offering is being furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

On September 6, 2023, CSG issued a press release announcing the upsize and pricing of $375 million aggregate principal amount of 3.875% convertible senior notes due 2028. CSG also granted the initial purchasers of the Notes an option to purchase up to an additional $50 million aggregate principal amount of the Notes for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued. In connection with the pricing of the Notes, CSG entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions. A copy of the press release announcing the pricing of the Notes is being furnished as Exhibit 99.2 to this Current Report and is incorporated by reference herein.

On September 5, 2023, CSG issued a press release announcing that its board of directors authorized an additional $100 million of repurchases of its common stock pursuant to CSG’s existing stock repurchase program. A copy of the press release announcing the increase in the stock repurchase authorization is being furnished as Exhibit 99.3 to this Current Report and is incorporated by reference herein.

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Item 9.01 Financial Statements and Exhibits.

4.60B	Second Amendment to Amended and Restated Credit Agreement, dated September 5, 2023
99.1	Press release of CSG Systems International, Inc., dated September 5, 2023
99.2	Press release of CSG Systems International, Inc., dated September 6, 2023
99.3	Press release of CSG Systems International, Inc., dated September 5, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

			CSG SYSTEMS INTERNATIONAL, INC.
Date:	September 7, 2023	By:	/s/ Rasmani Bhattacharya
			Rasmani Bhattacharya Executive Vice President and Chief Legal Officer

EX-4.60B

EXHIBIT 4.60B

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 5, 2023 (the “Second Amendment Effective Date”), is entered into among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as the Administrative Agent, the Collateral Agent, the Swingline Lender, and an Issuing Bank, and the other Issuing Banks party thereto, entered into that certain Amended and Restated Credit Agreement dated as of September 13, 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time prior to the Second Amendment Effective Date, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the parties hereto amend the Credit Agreement as set forth below, subject to the terms and conditions specified in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Credit Agreement; Effect of this Agreement; No Impairment.

(a)Effective as of the Second Amendment Effective Date, the parties hereto agree that:

(i) The definition of “Specified Unsecured Indebtedness” set forth in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

“Specified Unsecured Indebtedness” shall mean the Indebtedness in an amount of up to $500.0 million incurred by the Borrower on or after the Second Amendment Effective Date in the form of unsecured convertible senior notes or other unsecured Indebtedness, as the Borrower may determine in its sole discretion.

(ii) Section 1.01 of the Credit Agreement is amended to add the below definition in the appropriate alphabetical order:

“Second Amendment Effective Date” shall mean September 5, 2023.

(iii) Section 6.07 of the Credit Agreement is amended to (A) add an “and” at the end of subclause (d) thereof, and (B) add a new subclause (e) immediately following subclause (d) thereof to read as follows:

(e) Borrower may (i) make any payment of premium to a counterparty under a Permitted Bond Hedge Transaction, (ii) receive shares of Qualified Capital Stock of the Borrower on account of the net share settlement of a Permitted Bond Hedge Transaction and/or in connection with any unwind or termination of a

Permitted Bond Hedge Transaction, and (iii) otherwise perform its obligations in connection with a Permitted Bond Hedge Transaction.

(iv) The reference to “2016 Convertible Notes” in clause (y)(2) of the last paragraph of Section 6.10 of the Credit Agreement is amended to read “Specified Unsecured Indebtedness”.

(b)Except as expressly modified and amended in this Agreement, all of the terms, provisions and conditions of the Loan Documents shall remain unchanged and in full force and effect. The Loan Documents and any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Credit Agreement are hereby amended so that any reference to the Credit Agreement shall mean a reference to the Credit Agreement, as amended by this Agreement (the Credit Agreement, as amended by this Agreement, the “Amended Credit Agreement”). The Amended Credit Agreement is not a novation of the Credit Agreement.

(c)Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Secured Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which, as amended, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

2. Conditions Precedent. This Agreement shall be effective as of the Second Amendment Effective Date upon satisfaction of the following conditions precedent:

(a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Subsidiary Guarantors, the Required Lenders, and the Administrative Agent;

(b) receipt by the Administrative Agent, for the account of each Lender executing this Agreement (each such Lender, a “Consenting Lender”), of a fee, for each Consenting Lender, in an amount equal to 0.05% of the sum of (i) the outstanding amount of such Consenting Lender’s Term Loan (determined immediately prior to the Second Amendment Effective Date), plus (ii) the amount of such Consenting Lender’s Revolving Commitment (determined immediately prior to the Second Amendment Effective Date); and

(c) receipt by BofA Securities, Inc. of any fees required to be paid by the Borrower to BofA Securities, Inc. on or prior to the Second Amendment Effective Date.

3. Payment of Expenses. The Borrower agree to reimburse the Agents for all reasonable out-of-pocket expenses incurred by the Agents in connection with the preparation, negotiation, execution and delivery of this Agreement, including the reasonable fees, charges and disbursements of Moore & Van Allen PLLC.

4. Miscellaneous.

2

() The Loan Documents, and the obligations of the Loan Parties under the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.

() Each Loan Party (i) agrees that the Security Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (ii) confirms its grant of security interests pursuant to the Security Documents to which it is a party as Collateral for the Secured Obligations, and (iii) acknowledges that all Liens granted (or purported to be granted) pursuant to the Security Documents remain and continue in full force and effect in respect of, and to secure, the Secured Obligations.

(c) Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents, and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.

(d) Each Loan Party represents and warrants that:

() This Agreement has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

() The execution, delivery and performance by such Loan Party of this Agreement, (A) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (1) such as have been obtained or made and are in full force and effect and (2) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (B) will not violate the Organizational Documents of such Loan Party, (C) will not violate any Requirement of Law, except for violations that could not reasonably be expected to result in a Material Adverse Effect, (D) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon such Loan Party or its property, or (other than the Loan Documents) give rise to a right thereunder to require any payment to be made by any Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (E) will not result in the creation or imposition of any Lien on any property of any Loan Party, except Liens created by the Loan Documents and Permitted Liens.

() After giving effect to this Agreement, (A) no Default shall have occurred and be continuing, and (B) each of the representations and warranties made by such Loan Party set forth in this Agreement, Article III of the Amended Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

3

(iv) The parties executing this Agreement as Subsidiary Guarantors include each Subsidiary that is required pursuant to Section 5.10 of the Credit Agreement to become a Loan Party as of the Second Amendment Effective Date.

(e) This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures, including facsimile or .pdf, and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same Agreement. For the avoidance of doubt, subject to Section 10.22 of the Credit Agreement, the authorization under this Section 4(e) may include use or acceptance by the Administrative Agent of a manually signed counterpart of this Agreement which has been converted into electronic form (such as scanned into .pdf), or an electronically signed counterpart of this Agreement converted into another format, for transmission, delivery and/or retention.

(f) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(h) The terms of Sections 10.09 and 10.10 of the Credit Agreement with respect to submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

[SIGNATURE PAGES FOLLOW]

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER: CSG SYSTEMS INTERNATIONAL, INC.

By: /s/ Brian A. Shepherd

Name: Brian A. Shepherd

Title: President and Chief Executive Officer

SUBSIDIARY GUARANTORS: CSG SYSTEMS, INC.

By: /s/ Brian A. Shepherd

Name: Brian A. Shepherd

Title: President and Chief Executive Officer

VOLUBILL, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: President

INTEC BILLING, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Secretary

CSG FORTE PAYMENTS, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Assistant Secretary

CSG FORTE PAYMENTS HOLDING, INC.

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Treasurer

KITEWHEEL, LLC

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

MOBILECARD HOLDINGS, LLC

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: Secretary

CSG MOBILECARD INVESTMENT LLC

By: /s/ David N. Schaaf

Name: David N. Schaaf

Title: President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,

as the Administrative Agent

By: /s/ Mary Lawrence

Name: Mary Lawrence

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

LENDERS: BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Scott Zuiderveen

Name: Scott Zuiderveen

Title: Senior Vice President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Faraj Elmagbari

Name: Faraj Elmagbari

Title: Director

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Jake Wesley

Name: Jake Wesley

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Alexander Wilson

Name: Alexander Wilson

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

HSBC BANK USA, NATIONAL ASSOCIATION,

as a Lender

By: /s/ David Sanders

Name: David Sanders

Title: Global Relationship Manager

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)),

as a Lender

By: /s/ Peter Madden

Name: Peter Madden

Title: Vice President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

BOKF, N.A., d/b/a BOK FINANCIAL,

as a Lender

By: /s/ David J. Anderson

Name: David J. Anderson

Title: Senior Vice President

CSG SYSTEMS INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT

EX-99.1

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

PRESS RELEASE

CSG Systems International Announces Proposed Offering of

Convertible Senior Notes

DENVER, CO - (September 5, 2023) CSG Systems International, Inc. (NASDAQ: CSGS) today announced it intends to offer, subject to market and other conditions, $350.0 million aggregate principal amount of Convertible Senior Notes due 2028 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). CSG also expects to grant the initial purchasers of the notes an option to purchase up to an additional $52.5 million aggregate principal amount of the notes, for settlement within a 13-day period beginning on, and including, the first date on which the notes are issued. The notes will be CSG’s senior unsecured obligations.

The notes will mature on September 15, 2028, unless earlier converted, redeemed or repurchased. CSG will satisfy its conversion obligations by paying cash up to the aggregate principal amount of notes to be converted and paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligations in excess of the aggregate principal amount of the notes being converted, based on the then applicable conversion rate. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.

After deducting the initial purchasers’ discounts and commissions and CSG’s estimated offering expenses, CSG intends to use the net proceeds from the offering of the notes to (i) pay the cost of capped call transactions (as described below), (ii) repurchase up to $100.0 million of shares of CSG’s common stock pursuant to its existing stock repurchase program concurrently with the pricing of the offering of the notes in privately negotiated transactions effected through one of the initial purchasers or its affiliates, as CSG’s agent, and (iii) add up to $15.0 million of the net proceeds from this offering as cash to CSG’s balance sheet. CSG intends to use the remainder of the net proceeds from the offering of the notes to repay outstanding borrowings under its revolving loan facility.

In connection with the pricing of the notes, CSG expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to CSG’s common stock upon any conversion of the notes and/or offset any cash payments CSG is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, CSG expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to CSG’s common stock and/or purchase shares of CSG’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of CSG’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to CSG’s common stock and/or purchasing or selling CSG’s common stock or other securities of CSG in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) during any observation period related to a conversion of notes or following any optional redemption or repurchase of notes by CSG in connection with any fundamental change and (y) following any repurchase of notes by CSG other than in connection with an optional redemption or fundamental change if CSG elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of CSG’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that noteholders will receive upon conversion of the notes.

The notes and any shares of CSG’s common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act, or any applicable state securities laws, and the notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. The notes and any such shares may not be offered or sold in the United States or to any U.S. persons absent registration under, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes or any shares of CSG’s common stock issuable upon conversion of the notes, nor will there be any offer, solicitation or sale of the notes or any such shares of CSG’s common stock issuable upon conversion of the notes, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This news release contains forward-looking statements as defined under the Securities Act and Securities Exchange Act of 1934, as amended, that are based on assumptions about a number of important factors and involve risks and uncertainties that could cause actual results to differ materially from what appears in this news release. With respect to the offering, such factors, risks and uncertainties include whether CSG will offer the notes or consummate the offering on the terms contemplated or at all, the anticipated terms of, and the effects of entering into, including the potential impact on dilution to CSG’s common stock or on the market price of CSG’s common stock or the notes of, the capped call transactions and the anticipated use of proceeds from the offering. Other key factors include, but are not limited to the following items:

•Relationships with and financial condition of our significant customers;

•CSG derives approximately 40% of its revenue from its two largest customers;

•Fluctuations in credit market conditions, general global economic and political conditions, and foreign currency exchange rates;

•CSG’s ability to maintain a reliable, secure computing environment;

•Continued market acceptance of CSG’s products and services;

•CSG’s ability to continuously develop and enhance products in a timely, cost-effective, technically advanced, and competitive manner;

•CSG’s ability to deliver its solutions in a timely fashion within budget, particularly large software implementations;

•CSG’s dependency on the global telecommunications industry, and in particular, the North American telecommunications industry;

•CSG’s ability to meet its financial expectations;

•Increasing competition in CSG’s market from companies of greater size and with broader presence;

•CSG’s ability to successfully integrate and manage acquired businesses or assets to achieve expected strategic, operating, and financial goals;

•CSG’s ability to protect its intellectual property rights;

•CSG’s ability to conduct business in the international marketplace;

•CSG’s ability to comply with applicable U.S. and international laws and regulations; and

•CSG’s business may be disrupted, and its results of operations and cash flows adversely affected by a global pandemic.

This list is not exhaustive, and readers are encouraged to review the additional risks and important factors described in CSG’s reports on Forms 10-K and 10-Q and other filings made with the Securities and Exchange Commission. CSG undertakes no obligation to update or revise any forward-looking statements.

For more information, contact:John Rea, Investor Relations
Phone: (210) 687-4409
E-mail: john.rea@csgi.com

EX-99.2

EXHIBIT 99.2

 

FOR IMMEDIATE RELEASE

PRESS RELEASE

CSG Systems International Announces Upsize and Pricing of

$375 Million Private Offering of 3.875% Convertible Senior Notes

DENVER, CO - (September 6, 2023) CSG Systems International, Inc. (NASDAQ: CSGS) today announced the pricing of its private offering of $375.0 million aggregate principal amount of 3.875% Convertible Senior Notes due 2028 (the “notes”) to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). CSG also granted the initial purchasers of the notes an option to purchase up to an additional $50.0 million aggregate principal amount of the notes, for settlement within a 13-day period beginning on, and including, the first date on which the notes are issued. The aggregate principal amount of the offering was increased from the previously announced offering size of $350.0 million. The offering is expected to close on September 11, 2023, subject to customary closing conditions.

The notes will be CSG’s senior unsecured obligations. The notes will bear interest at a rate of 3.875% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2024. The notes will mature on September 15, 2028, unless earlier converted, redeemed or repurchased.

Before June 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. On or after June 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, noteholders may convert all or any portion of their notes at any time regardless of these conditions. CSG will satisfy its conversion obligations by paying cash up to the aggregate principal amount of notes to be converted and paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligations in excess of the aggregate principal amount of the notes being converted, based on the then applicable conversion rate. The notes will be convertible at an initial conversion rate of 14.0753 shares of CSG’s common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $71.05 per share of CSG’s common stock (which represents a premium of 32.5% over the last reported sale price per share of CSG’s common stock on the Nasdaq Global Select Market on September 6, 2023). The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. In addition, upon certain corporate events or upon a notice of redemption (as described below), CSG will, under certain circumstances, increase the conversion rate for noteholders who convert notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.

CSG may not redeem the notes prior to September 21, 2026. On or after September 21, 2026, CSG may redeem for cash all or part of the notes if the last reported sale price of CSG’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which CSG provides notice of redemption. The redemption price will equal the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If a “fundamental change” (as will be defined in the indenture governing the notes) occurs, then, subject to limited exceptions, noteholders may require CSG to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

CSG expects to receive approximately $363.0 million of net proceeds from the offering of the notes (or approximately $411.5 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by CSG. CSG intends to (i) use approximately $30.3 million of the net proceeds from the offering of the notes to pay the cost of capped call transactions (as described below), (ii) use approximately $90.0 million of the net proceeds to repurchase shares of CSG’s common stock pursuant to its existing stock repurchase program concurrently with the pricing of the offering of the notes in privately negotiated transactions effected through one of the initial purchasers or its affiliate, as CSG’s agent, and (iii) add up to $15.0 million of the net proceeds as cash to CSG’s balance sheet. CSG intends to use the remainder of the net proceeds of the offering of the notes to repay outstanding borrowings under its revolving loan facility.

In connection with the pricing of the notes, CSG entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to CSG’s common stock upon any conversion of the notes and/or offset any cash payments CSG is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be approximately $96.52 per share of CSG’s common stock (which represents a premium of 80% over the last reported sale price per share of CSG’s common stock on the Nasdaq Global Select Market on September 6, 2023), and is subject to customary adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, CSG expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to CSG’s common stock and/or purchase shares of CSG’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of CSG’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to CSG’s common stock and/or purchasing or selling CSG’s common stock or other securities of CSG in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) during any observation period related to a conversion of notes or following any optional redemption or repurchase of notes by CSG in connection with any fundamental change and (y) following any repurchase of notes by CSG other than in connection with an optional redemption or fundamental change if CSG elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of CSG’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that noteholders will receive upon conversion of the notes.

The notes and any shares of CSG’s common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act, or any applicable state securities laws, and the notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. The notes and any such shares may not be offered or sold in the United States or to any U.S. persons absent registration under, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes or any shares of CSG’s common stock issuable upon conversion of the notes, nor will there be any offer, solicitation or sale of the notes or any such shares of CSG’s common stock issuable upon conversion of the notes, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This news release contains forward-looking statements as defined under the Securities Act and Securities Exchange Act of 1934, as amended, that are based on assumptions about a number of important factors and involve risks and uncertainties that could cause actual results to differ materially from what appears in this news release. With respect to the offering, such factors, risks and uncertainties include whether CSG will consummate the offering on the terms contemplated or at all, the effects of entering into, including the potential impact on dilution to CSG’s common stock or on the market price of CSG’s common stock or the notes of, the capped call transactions and the anticipated use of proceeds from the offering. Other key factors include, but are not limited to the following items:

•Relationships with and financial condition of our significant customers;

•CSG derives approximately 40% of its revenue from its two largest customers;

•Fluctuations in credit market conditions, general global economic and political conditions, and foreign currency exchange rates;

•CSG’s ability to maintain a reliable, secure computing environment;

•Continued market acceptance of CSG’s products and services;

•CSG’s ability to continuously develop and enhance products in a timely, cost-effective, technically advanced, and competitive manner;

•CSG’s ability to deliver its solutions in a timely fashion within budget, particularly large software implementations;

•CSG’s dependency on the global telecommunications industry, and in particular, the North American telecommunications industry;

•CSG’s ability to meet its financial expectations;

•Increasing competition in CSG’s market from companies of greater size and with broader presence;

•CSG’s ability to successfully integrate and manage acquired businesses or assets to achieve expected strategic, operating, and financial goals;

•CSG’s ability to protect its intellectual property rights;

•CSG’s ability to conduct business in the international marketplace;

•CSG’s ability to comply with applicable U.S. and international laws and regulations; and

•CSG’s business may be disrupted, and its results of operations and cash flows adversely affected by a global pandemic.

This list is not exhaustive, and readers are encouraged to review the additional risks and important factors described in CSG’s reports on Forms 10-K and 10-Q and other filings made with the Securities and Exchange Commission. CSG undertakes no obligation to update or revise any forward-looking statements.

For more information, contact:John Rea, Investor Relations
Phone: (210) 687-4409
E-mail: john.rea@csgi.com

EX-99.3

EXHIBIT 99.3

 

FOR IMMEDIATE RELEASE

PRESS RELEASE

CSG Systems International Announces

An Increase in Share Repurchase Authorization

DENVER, CO - (September 5, 2023) CSG Systems International, Inc. (NASDAQ: CSGS) today announced that its Board of Directors has increased the authorization under CSG’s existing Stock Repurchase Program by an additional $100 million. This new authorization was in part due to the fact that CSG expects to enter into privately negotiated transactions in connection with its offering of convertible senior notes to repurchase substantially all of the remaining shares authorized under the prior repurchase authorization.

Under the authorization, purchases of CSG’s common stock may be made from time to time at CSG’s discretion through open market purchases, in privately negotiated transactions or by other means, including under a Rule 10b5-1 plan. The actual timing and amount of share repurchases will be dependent on the then-current market conditions and other business-related factors. CSG undertakes no obligation to repurchase any shares under the Stock Repurchase Program.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.

About CSG

CSG empowers companies to build unforgettable experiences, making it easier for people and businesses to connect with, use and pay for the services they value most. Our customer experience, billing and payments solutions help companies of any size make money and make a difference. With our SaaS solutions, company leaders can take control of their future and tap into guidance along the way from our fiercely committed and forward-thinking CSGers around the world.

Want to learn more about how to be a change-maker and industry shaper like our 1,000-plus clients? Visit csgi.com to learn more.

For more information, contact:John Rea, Investor Relations
Phone: (210) 687-4409
E-mail: john.rea@csgi.com

XML

Document And Entity Information	Sep. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2023
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL, INC.
Entity Central Index Key	0001005757
Entity Emerging Growth Company	false
Securities Act File Number	0-27512
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0783182
Entity Address, Address Line One	169 Inverness Dr W
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	303
Local Phone Number	200-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CSGS
Security Exchange Name	NASDAQ