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)
March 14, 2002 (February 28, 2002)
CSG SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27512 47-0783182
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7887 East Belleview, Suite 1000
Englewood, Colorado 80111
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (303) 796-2850
Item 2. Acquisition or Disposition of Assets
On December 21, 2001, CSG Systems International, Inc. (the "Company")
reached an agreement to acquire the billing and customer care assets of Lucent
Technologies Inc. ("Lucent"). Lucent's billing and customer care business
consists primarily of (i) software products and related consulting services
acquired by Lucent when it purchased Kenan Systems Corporation in 1999; (ii)
BILLDATS Data Manager mediation software; (iii) software and related
technologies developed by Lucent's Bell Laboratories; and (iv) elements of
Lucent's sales and marketing organization (collectively, the "Kenan Business").
On February 28, 2002, the Company completed the acquisition (the "Kenan
Acquisition").
The Kenan Business is a global provider of convergent billing and
customer care software and services that enable communications service providers
to bill their customers for a wide variety of existing and next-generation
services, including mobile, Internet, wireline, cable, satellite, and energy and
utilities, all on a single invoice. The software supports multiple languages and
currencies. The Kenan Business' primary product offerings include: (i) Arbor/BP
(a core convergent billing platform); (ii) Arbor/OM (a order management
platform); and (iii) BILLDATS Data Manager (a billing mediation software
product).
At closing on February 28, 2002, the aggregate purchase price was
approximately $263 million in cash, which may be adjusted based upon the results
of an audit of the Kenan Business' net assets as of closing, plus estimated
transaction costs of approximately $5 million. The Kenan Acquisition was funded
through a $400 million senior secured credit facility (the "Senior Facility")
between CSG Systems, Inc., a wholly-owned subsidiary of the Company, and a
syndicate of banks, financial institutions and other entities, arranged through
BNP Paribas and Lehman Brothers, that closed on February 28, 2002. The proceeds
of the Senior Facility will be used (i) to fund the Kenan Acquisition, (ii) pay
related fees and expenses, (iii) refinance existing indebtedness and (iv)
provide financing for general corporate purposes. The Senior Facility consists
of a $100 million, five-year revolving credit facility, a $125 million,
five-year Tranche A Term Loan, and a $175 million, six-year Tranche B Term Loan.
Upon closing of the Kenan Acquisition, the entire amounts of the Tranche A Term
Loan and Tranche B Term Loan were drawn down. The Senior Facility is guaranteed
by the Company and each of the Company's direct and indirect domestic
subsidiaries.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The audited financial statements of the Kenan Business are not included
in this Form 8-K report, and will be filed as soon as practicable, but
no later than May 14, 2002, by amendment on Form 8-K/A.
(b) Pro forma financial information.
Pro forma financial information for the Company reflecting the Kenan
Acquisition is not currently available, and will be filed as soon as
practicable, but no later than May 14, 2002, by amendment on Form
8-K/A.
(c) Exhibits.
The following exhibits are included:
2.28 Asset Purchase Agreement by and between Lucent Technologies
Inc., as Seller, and CSG Systems International, Inc., as
Buyer, dated as of December 21, 2001.
2.29 Intellectual Property Agreement by and among Lucent
Technologies Inc., Lucent Technologies GRL Corporation, Lucent
Technologies Ireland Holding Limited and CSG Systems
International, Inc., CSG Software, Inc., CSG Technology
Limited, effective as of February 28, 2002.
2.30 Software and Services Master Supply Agreement (North America)
by and among Lucent Technologies Inc. and CSG Systems
International, Inc. and CSG Software, Inc., dated as of
February 28, 2002.
2.31 Software and Services Master Supply Agreement (International)
by and among Lucent Technologies Inc. and CSG Systems
International, Inc. and CSG Software, Inc., dated as of
February 28, 2002.
2.32 Amended and Restated Credit Agreement among CSG Systems
International, Inc., as Holdings, CSG Systems, Inc., as
Borrower, the Lenders from Time to Time Parties Hereto, BNP
Paribas, as Administrative Agent, Lehman Commercial Paper
Inc., as Syndication Agent, and Credit Lyonnais New York
Branch, the Bank of Nova Scotia and Wells Fargo Bank, National
Association, as Co-Documentation Agents, dated as of February
28, 2002.
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.
Dated: March 14, 2002 By: /s/ Randy Wiese
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Randy Wiese
Vice President and Controller
(Principal Accounting Officer)
CSG SYSTEMS INTERNATIONAL, INC.
Exhibit Index
Exhibit
Number Description
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2.28 Asset Purchase Agreement by and between Lucent Technologies Inc., as
Seller, and CSG Systems International, Inc., as Buyer, dated as of
December 21, 2001.
2.29 Intellectual Property Agreement by and among Lucent Technologies Inc.,
Lucent Technologies GRL Corporation, Lucent Technologies Ireland
Holding Limited and CSG Systems International, Inc., CSG Software,
Inc., CSG Technology Limited, effective as of February 28, 2002.
2.30 Software and Services Master Supply Agreement (North America) by and
among Lucent Technologies Inc. and CSG Systems International, Inc. and
CSG Software, Inc., dated as of February 28, 2002.
2.31 Software and Services Master Supply Agreement (International) by and
among Lucent Technologies Inc. and CSG Systems International, Inc. and
CSG Software, Inc., dated as of February 28, 2002.
2.32 Amended and Restated Credit Agreement among CSG Systems International,
Inc., as Holdings, CSG Systems, Inc., as Borrower, the Lenders from
Time to Time Parties Hereto, BNP Paribas, as Administrative Agent,
Lehman Commercial Paper Inc., as Syndication Agent, and Credit Lyonnais
New York Branch, the Bank of Nova Scotia and Wells Fargo Bank, National
Association, as Co-Documentation Agents, dated as of February 28, 2002.