{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-224339","form_type":"8-K","ticker":"CSGS","cik":"0001005757","company_name":"CSG SYSTEMS INTERNATIONAL INC","filed_at":"2026-05-14T21:19:48+00:00","discovered_at":"2026-05-14T21:22:00.435304+00:00","generated_at":"2026-05-14T21:22:47.737416+00:00","sec_items":["1.01","2.04","1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"NEC completes $80.70/sh all-cash acquisition of CSG Systems; CSG now wholly owned by NEC","bullets":["Merger consideration $80.70 per share in cash; CSG now wholly owned subsidiary of NEC.","Convertible notes (~$425M outstanding) convert into $80.70 cash per share; adjusted conversion rate 15.2606 shares per $1,000 principal.","CSG's $125M credit agreement repaid and terminated; all commitments and liens released.","CSG delisted from Nasdaq effective May 25, 2026; intends to deregister with SEC.","Former CEO Brian Shepherd and other officers terminated; Andrew Feinberg appointed Chairman/CEO of combined Netcracker-led organization."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-224339","json":"https://secwatch.observer/filing/0001193125-26-224339.json","markdown":"https://secwatch.observer/filing/0001193125-26-224339.md","text":"https://secwatch.observer/filing/0001193125-26-224339.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/d154728d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T21:22:47.737416+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1186c829065f0412ca8238dc0541ff346d33a81a","claim":"CSG SYSTEMS INTERNATIONAL INC faced acceleration on convertible notes of $425.0 million aggregate principal amount with U.S. Bank Trust Company, National Association at 3.875%.","evidence_excerpt":"“Indenture”), by and between CSG and the Convertible Notes Trustee, governing CSG’s 3.875% Convertible Senior Notes due 2028 (the “Convertible Notes”), of which approximately $425.0 million aggregate principal amount was outstanding on May 14, 2026. The Supplemental Indenture provides that at or after the consummation of the Merger, each holder of outstanding","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$425.0 million aggregate principal amount"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Rate","value":"3.875%"},{"label":"Event","value":"acceleration"}],"fact_type":"debt_financing"},{"claim_id":"11a0140eee","claim":"Silvio Tavares resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"1598c185a0","claim":"Hai Tran was terminated as Executive Vice President and Chief Financial Officer at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Executive Vice President and Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"1deac39a73","claim":"Rasmani Bhattacharya was terminated as Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary"}],"fact_type":"executive_change"},{"claim_id":"44042385d1","claim":"David Barnes resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5add98187c","claim":"Lily Yang resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5bc48996af","claim":"Rachel Barger resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"757347ebe0","claim":"Samantha Greenberg resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8c95395904","claim":"Haiyan Song resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9b592e87f1","claim":"Marwan Fawaz resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a1a00842b4","claim":"Sylvain Seignour was appointed as President at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Brian Shepherd ceased to serve in his role as President and Chief Executive Officer of the Surviving Corporation, and Sylvain Seignour became the President of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became President"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"b9f478ca02","claim":"Masakazu Yamashina was appointed as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"The sole director of Merger Sub at the Effective Time was Masakazu Yamashina.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"cb5356a838","claim":"Brian Shepherd was terminated as President and Chief Executive Officer at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"ddd8126ccb","claim":"Rajan Naik resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e95253b0d2","claim":"Brian Shepherd resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f0874ec572","claim":"Elizabeth A. Bauer was terminated as Executive Vice President and Chief Experience Officer at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Executive Vice President and Chief Experience Officer"}],"fact_type":"executive_change"},{"claim_id":"f665b1313a","claim":"Brian Shepherd departed as President and Chief Executive Officer at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Brian Shepherd ceased to serve in his role as President and Chief Executive Officer of the Surviving Corporation, and Sylvain Seignour became the President of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to serve"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"f8f455f06d","claim":"Greg Conley resigned as Director at CSG SYSTEMS INTERNATIONAL INC.","evidence_excerpt":"Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"23b598c0b3224b18879fbb66eaecebf81d4a6fbe","claim":"CSG SYSTEMS INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety (effective 2026-05-14).","evidence_excerpt":"In connection with the closing of the Merger, CSG’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and CSG’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"governance_change"},{"claim_id":"24950ebd5dcadc03f545b8e90d091073ff8be15d","claim":"CSG SYSTEMS INTERNATIONAL INC: Bylaws amended and restated in their entirety (effective 2026-05-14).","evidence_excerpt":"In connection with the closing of the Merger, CSG’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and CSG’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"governance_change"},{"claim_id":"aaac5915cee6dad5f0a39393cea5b20e10752b0f","claim":"CSG SYSTEMS INTERNATIONAL INC underwent a change of control involving NEC Corporation for $80.70 in cash (closed 2026-05-14).","evidence_excerpt":"provides that at or after the consummation of the Merger, each holder of outstanding Convertible Notes (a “Holder”) has the right to convert its Convertible Notes solely into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible in accordance with the applicable","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"NEC Corporation"},{"label":"Consideration","value":"$80.70 in cash"},{"label":"Closing","value":"2026-05-14"}],"fact_type":"ma_transaction"},{"claim_id":"305e320a76b86154f861e68df5dfaa323dc6178e","claim":"CSG SYSTEMS INTERNATIONAL INC terminated Existing Credit Agreement with Royal Bank of Canada, as administrative agent, collateral agent, swingline lender and an issuing bank valued at $125 million (effective 2026-05-14).","evidence_excerpt":"on May 14, 2026, all outstanding indebtedness and other amounts outstanding and owed under that certain Credit Agreement (the “Existing Credit Agreement”), dated as of March 14, 2025, by and among CSG, as borrower, its subsidiary guarantors party thereto, Royal Bank of Canada, as administrative agent, collateral agent, swingline lender and an issuing bank (“RBC”), Citizens Bank, N.A. and PNC Bank, National Association, as co-documentation agents, the lenders party thereto and the other issuing banks party thereto, was repaid in full and all commitments thereunder were terminated","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Royal Bank of Canada, as administrative agent, collateral agent, swingline lender and an issuing bank"},{"label":"Value","value":"$125 million"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}