CSG SYSTEMS INTERNATIONAL INC 8-K

What Happened
CSG Systems International, Inc. (CSGS) filed an 8‑K on May 14, 2026 reporting that its merger with NEC Corporation has closed and that it entered into a Supplemental Indenture with U.S. Bank Trust Company, N.A., as trustee, amending the indenture for CSG’s 3.875% Convertible Senior Notes due 2028. The Supplemental Indenture gives each holder the right, at or after the merger closing, to convert their Convertible Notes solely into $80.70 in cash (without interest) for each share of CSG common stock the notes otherwise would have converted into. Approximately $425.0 million aggregate principal amount of those notes was outstanding as of May 14, 2026. NEC issued a press release announcing the merger completion (filed as Exhibit 99.1).

Key Details

• Merger closing announced: May 14, 2026 (NEC press release attached as Exhibit 99.1).
• Convertible Notes affected: 3.875% Convertible Senior Notes due 2028 (Initial Indenture dated Sept 11, 2023; Supplemental Indenture dated May 14, 2026).
• Conversion option: Holders may convert into $80.70 cash per share-equivalent (no interest) at or after the merger.
• Notes outstanding: ~$425.0 million aggregate principal as of May 14, 2026. Amended and restated certificate of incorporation and bylaws were filed as exhibits.

Why It Matters
This filing confirms a completed change in control (the NEC merger) and a specific, cash-based option for convertible note holders. If many noteholders elect the $80.70 cash conversion, CSG (or the surviving entity) could face a substantial cash obligation tied to the roughly $425 million of outstanding notes; conversely, holders who do not convert may remain as debt holders under the amended terms. For shareholders, the merger and related charter/bylaw amendments mark a material corporate change; for bond investors, the supplemental indenture defines the immediate post‑merger economic treatment of the convertible debt.