CSG SYSTEMS INTERNATIONAL INC — fact timeline

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).

“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”

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%.

““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”

CSG SYSTEMS INTERNATIONAL INC: Bylaws amended and restated in their entirety (effective 2026-05-14).

“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”).”

CSG SYSTEMS INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety (effective 2026-05-14).

“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”).”

CSG SYSTEMS INTERNATIONAL INC underwent a change of control involving NEC Corporation for $80.70 in cash (closed 2026-05-14).

“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”

Brian Shepherd departed as President and Chief Executive Officer at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Sylvain Seignour was appointed as President at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Masakazu Yamashina was appointed as Director at CSG SYSTEMS INTERNATIONAL INC.

“The sole director of Merger Sub at the Effective Time was Masakazu Yamashina.”

Hai Tran was terminated as Executive Vice President and Chief Financial Officer at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Rasmani Bhattacharya was terminated as Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Elizabeth A. Bauer was terminated as Executive Vice President and Chief Experience Officer at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Brian Shepherd was terminated as President and Chief Executive Officer at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Lily Yang resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Silvio Tavares resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Haiyan Song resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Brian Shepherd resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Rajan Naik resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Samantha Greenberg resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Marwan Fawaz resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Greg Conley resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

David Barnes resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

Rachel Barger resigned as Director at CSG SYSTEMS INTERNATIONAL INC.

“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.”

CSG SYSTEMS INTERNATIONAL INC reported quarter ended March 31, 2026 results: revenue $313.7 million, EPS $0.83.

“6, 2026) — CSG ® (NASDAQ: CSGS) today reported results for the quarter ended March 31, 2026. Financial Results: First quarter 2026 financial results: • Total revenue was $313.7 million . • GAAP operating income was $35.1 million , or an operating margin of 11.2% , and non-GAAP operating income was $56.9 million , or a non-GAAP adjusted operating margin of 20.0%”

CSG SYSTEMS INTERNATIONAL INC incurred revolving credit of $600.0 million with Royal Bank of Canada at adjusted Secured Overnight Financing Rate ("SOFR") plus an applicable margin of maturing March 2030.

“On March 14, 2025, CSG Systems International, Inc. (“CSG”) and certain of its subsidiaries entered into a new $600.0 million five-year debt arrangement with Royal Bank of Canada (“RBC”) acting as Administrative Agent”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2024 at the 2024-05-15 meeting.

“Proposal 3: Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2024. The table below shows the results of the stockholders’ vote for the ratification of the appointment of KPMG LLP as CSG’s independent registered public accounting firm for fiscal 2024: For Against Abstain 26,347,966 (98.3%) 452,808 (1.7%) 21,947”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Advisory Vote to Approve the Compensation of CSG's Named Executive Officers at the 2024-05-15 meeting.

“Proposal 2: Advisory Vote to Approve the Compensation of CSG's Named Executive Officers (“NEOs”). The table below shows the results of the stockholders’ non-binding advisory vote on the compensation of CSG’s NEOs: For Against Abstain Non-Votes 24,262,670 (97.5%) 628,392 (2.5%) 52,857 1,878,802”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Election of the Class III Directors at the 2024-05-15 meeting.

“Proposal 1: Election of Directors. The table below shows the results of the stockholders’ vote for the election of the Class III Directors, with terms expiring in 2027: Name of Director For Against Abstain Non-Votes Brian Shepherd 24,567,881 (98.6%) 338,897 (1.4%) 37,141 1,878,802 Silvio Tavares 24,365,057 (97.8%) 553,502 (2.2%) 25,360 1,878,802 Tse Li “Lily” Yang 24,553,890 (98.5%) 367,107 (1.5%) 22,922 1,878,802”

Samantha Greenberg was appointed as Director at CSG SYSTEMS INTERNATIONAL INC.

“On May 16, 2024, CSG Systems International, Inc. (“CSG”) announced that it had appointed Samantha Greenberg as a new member of CSG’s Board of Directors (the “Board”), effective May 13, 2024.”

CSG SYSTEMS INTERNATIONAL INC reported the quarter ended March 31, 2024 results: revenue $295.1 million, EPS $0.68. Guidance reaffirmed.

“1, 2024) — CSG (NASDAQ: CSGS) today reported results for the quarter ended March 31, 2024. Financial Results: First quarter 2024 financial results: • Total revenue was $295.1 million . • GAAP operating income was $31.8 million , or an operating margin of 10.8% , and non-GAAP operating income was $44.9 million , or a non-GAAP adjusted operating margin of 16.6%”

CSG SYSTEMS INTERNATIONAL INC reported Fourth quarter 2023 results: revenue $297.3 million, EPS $0.44.

“Fourth quarter 2023 financial results: • Total revenue was $297.3 million . • GAAP operating income was $24.7 million , or an operating margin of 8.3% , and non-GAAP operating income was $44.1 million , or a non-GAAP adjusted operating margin of 16.1% . • GAAP earnings per diluted share (EPS) was $0.44 and non-GAAP EPS was $0.92 .”

CSG SYSTEMS INTERNATIONAL INC reported quarter and year ended December 31, 2023 results: revenue $1.17 billion, EPS $2.20.

“Full year 2023 financial results: • Total revenue was $1.17 billion . • GAAP operating income was $123.9 million , or an operating margin of 10.6% , and non-GAAP operating income was $185.7 million , or a non-GAAP adjusted operating margin of 17.2% . • GAAP EPS was $2.20 and non-GAAP EPS was $3.69 .”

CSG SYSTEMS INTERNATIONAL INC reported for the nine months ended September 30, 2023 results: revenue YTD Organic Revenue Up 9.0% YoY.

“YTD Organic Revenue Up 9.0% YoY Representing CSG's Best YTD Results in Nearly Two Decades”

CSG SYSTEMS INTERNATIONAL INC reported for full year 2023 results: EPS non-GAAP EPS guidance. Guidance raised.

“Raising Non-GAAP EPS Guidance & Reiterating All Other Financial Guidance Metrics”

CSG SYSTEMS INTERNATIONAL INC reported for the quarter ended September 30, 2023 results: revenue $286.9 million, EPS GAAP earnings per diluted share (EPS) was $0.62 and non-GAAP EPS was $0.92.

“1, 2023) — CSG (NASDAQ: CSGS) today reported results for the quarter ended September 30, 2023. Financial Results: Third quarter 2023 financial results: • Total revenue was $286.9 million . • GAAP operating income was $32.7 million , or an operating margin of 11.4% , and non-GAAP operating income was $45.2 million , or a non-GAAP adjusted operating margin of 17.0%”

Kenneth M. Kennedy was terminated as Chief Operating Officer and President – Revenue Management and Digital Monetization at CSG SYSTEMS INTERNATIONAL INC.

“Mr. Kennedy was terminated without cause effective September 10, 2023.”

CSG SYSTEMS INTERNATIONAL INC incurred convertible notes of $425.0 million aggregate principal amount with U.S. Bank Trust Company, National Association at 3.875% per year maturing September 15, 2028.

“On September 11, 2023, CSG Systems International, Inc. (“CSG” or the “Company”) issued and sold $425.0 million aggregate principal amount of its 3.875% Convertible Senior Notes due 2028 (the “Notes”), which amount included $50.0 million aggregate principal amount of Notes sold pursuant to the initial purchasers’ (the “Initial Purchasers”) full exercise of their option to purchase additional Notes.”

CSG SYSTEMS INTERNATIONAL INC entered into Indenture with U.S. Bank Trust Company, National Association valued at $425.0 million aggregate principal amount (effective 2023-09-11).

“On September 11, 2023, CSG Systems International, Inc. (“CSG” or the “Company”) issued and sold $425.0 million aggregate principal amount of its 3.875% Convertible Senior Notes due 2028 (the “Notes”), which amount included $50.0 million aggregate principal amount of Notes sold pursuant to the initial purchasers’ (the “Initial Purchasers”) full exercise of their option to purchase additional Notes. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of September 11, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).”

CSG SYSTEMS INTERNATIONAL INC amended Second Amendment with 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 valued at $600 million (effective 2023-09-05).

“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”

Lori J. Szwanek was appointed as Chief Accounting Officer at CSG SYSTEMS INTERNATIONAL INC.

“Effective September 2023, Lori J. Szwanek, 57, will assume the role of Chief Accounting Officer and will serve as the Company’s principal accounting officer.”

David N. Schaaf was terminated as Chief Accounting Officer and Treasurer at CSG SYSTEMS INTERNATIONAL INC.

“On August 30, 2023, the Company announced the termination without cause of David N. Schaaf, Chief Accounting Officer and Treasurer, who also serves as the Company’s principal accounting officer.”

Kenneth M. Kennedy was terminated as Chief Operating Officer and President – Revenue Management and Digital Monetization at CSG SYSTEMS INTERNATIONAL INC.

“On August 30, 2023, the Company announced the termination without cause of Kenneth M. Kennedy, Chief Operating Officer and President – Revenue Management and Digital Monetization, effective September 10, 2023.”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Non-binding advisory vote on the frequency of future advisory votes on the compensation of named executive officers at the 2023-05-17 meeting.

“CSG’s stockholders casted the highest number of votes for holding annual advisory votes regarding the compensation of CSG’s NEOs.”

CSG SYSTEMS INTERNATIONAL INC reported financial results for second quarter ended June 30, 2023.

“CSG Systems International, Inc. (“CSG”) issued a press release relating to the results of its operations for the quarter and six months ended June 30, 2023.”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2023 at the 2023-05-17 meeting.

“Proposal 6: Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2023. The table below shows the results of the stockholders’ vote for the ratification of the appointment of KPMG LLP as CSG’s independent registered public accounting firm for fiscal 2023: For Against Abstain 28,514,655 (97.5%) 739,089 (2.5%) 20,869”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Approval of an Amendment to the Restated Certificate of Incorporation to limit the liability of certain officers at the 2023-05-17 meeting.

“Proposal 5: Approval of an Amendment to the Restated Certificate of Incorporation. A proposal to approve an Amendment to the Restated Certificate of Incorporation to limit the liability of certain officers of CSG, as permitted by Delaware law, was adopted with the votes shown: For Against Abstain Non-Votes 23,621,905 (86.8%) 3,589,172 (13.2%) 65,016 1,998,520”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Approval of an Amendment and Restatement to CSG's Amended and Restated 2005 Stock Incentive Plan at the 2023-05-17 meeting.

“Proposal 4: Approval of an Amendment and Restatement to CSG's Amended and Restated 2005 Stock Incentive Plan. A proposal to approve an amendment and restatement of the Amended and Restated CSG Systems International, Inc. 2005 Stock Incentive Plan was adopted with the votes shown: For Against Abstain Non-Votes 20,787,518 (76.3%) 6,460,323 (23.7%) 28,252 1,998,520”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Advisory Vote to Approve the Frequency of Advisory Votes on the Compensation of CSG's NEOs at the 2023-05-17 meeting.

“Proposal 3: Advisory Vote to Approve the Frequency of Advisory Votes on the Compensation of CSG's NEOs. The table below shows the results of the stockholders’ non-binding advisory vote on the frequency with which stockholders are provided advisory votes on the compensation of CSG's NEOs: 1 Year 2 Years 3 Years Abstain 25,984,941 (95.3%) 13,582 (0.1%) 1,256,033 (4.6%) 21,537”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Advisory Vote to Approve the Compensation of CSG's Named Executive Officers at the 2023-05-17 meeting.

“Proposal 2: Advisory Vote to Approve the Compensation of CSG's Named Executive Officers (“NEOs”). The table below shows the results of the stockholders’ non-binding advisory vote on the compensation of CSG’s NEOs: For Against Abstain Non-Votes 25,859,862 (94.9%) 1,380,009 (5.1%) 36,222 1,998,520”

CSG SYSTEMS INTERNATIONAL INC shareholders approved Election of Class II Directors at the 2023-05-17 meeting.

“Proposal 1: Election of Directors. The table below shows the results of the stockholders’ vote for the election of the Class II Directors, with terms expiring in 2026: Name of Director For Against Abstain Non-Votes Rachel Barger 27,210,606 (99.9%) 33,239 (0.1%) 32,248 1,998,520 David Barnes 26,822,625 (98.4%) 428,317 (1.6%) 25,151 1,998,520 Dr. Rajan Naik 26,534,056 (97.4%) 717,003 (2.6%) 25,034 1,998,520 Haiyan Song 26,745,444 (98.1%) 505,615 (1.9%) 25,034 1,998,520”

CSG SYSTEMS INTERNATIONAL INC reported the quarter ended March 31, 2023 results: revenue $298.7 million, EPS $0.68. Guidance reaffirmed.

“3, 2023) — CSG (NASDAQ: CSGS) today reported results for the quarter ended March 31, 2023. Financial Results: First quarter 2023 financial results: • Total revenue was $298.7 million . • GAAP operating income was $38.2 million , or an operating margin of 12.8 % , and non-GAAP operating income was $53.5 million , or a non-GAAP adjusted operating margin of”