--- 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" generated_at: "2026-05-14T21:22:47.737416+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # NEC completes $80.70/sh all-cash acquisition of CSG Systems; CSG now wholly owned by NEC ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.04, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-224339 - JSON: https://secwatch.observer/filing/0001193125-26-224339.json - Plain text: https://secwatch.observer/filing/0001193125-26-224339.txt ## Key facts - Debt Financings 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%. - Instrument: convertible notes - Principal: $425.0 million aggregate principal amount - Counterparty: U.S. Bank Trust Company, National Association - Rate: 3.875% - Event: acceleration source text: “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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Silvio Tavares resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Hai Tran was terminated as Executive Vice President and Chief Financial Officer at CSG SYSTEMS INTERNATIONAL INC. - Action: terminated - Role: Executive Vice President and Chief Financial Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Rasmani Bhattacharya was terminated as Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary at CSG SYSTEMS INTERNATIONAL INC. - Action: terminated - Role: Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change David Barnes resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Lily Yang resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Rachel Barger resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Samantha Greenberg resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Haiyan Song resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Marwan Fawaz resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Sylvain Seignour was appointed as President at CSG SYSTEMS INTERNATIONAL INC. - Action: became President - Role: President source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Masakazu Yamashina was appointed as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: became director - Role: Director source text: The sole director of Merger Sub at the Effective Time was Masakazu Yamashina. evidence_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Brian Shepherd was terminated as President and Chief Executive Officer at CSG SYSTEMS INTERNATIONAL INC. - Action: terminated - Role: President and Chief Executive Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Rajan Naik resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Brian Shepherd resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Elizabeth A. Bauer was terminated as Executive Vice President and Chief Experience Officer at CSG SYSTEMS INTERNATIONAL INC. - Action: terminated - Role: Executive Vice President and Chief Experience Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Brian Shepherd departed as President and Chief Executive Officer at CSG SYSTEMS INTERNATIONAL INC. - Action: ceased to serve - Role: President and Chief Executive Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Executive change Greg Conley resigned as Director at CSG SYSTEMS INTERNATIONAL INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Governance Changes CSG SYSTEMS INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety (effective 2026-05-14). - Change: charter amendment - Effective: 2026-05-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Governance Changes CSG SYSTEMS INTERNATIONAL INC: Bylaws amended and restated in their entirety (effective 2026-05-14). - Change: bylaw amendment - Effective: 2026-05-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - M&A Transactions CSG SYSTEMS INTERNATIONAL INC underwent a change of control involving NEC Corporation for $80.70 in cash (closed 2026-05-14). - Action: change of control - Counterparty: NEC Corporation - Consideration: $80.70 in cash - Closing: 2026-05-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm - Material Agreements 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). - Action: termination - Agreement: credit facility - Counterparty: Royal Bank of Canada, as administrative agent, collateral agent, swingline lender and an issuing bank - Value: $125 million - Effective: 2026-05-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.