UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On April 4, 2022, TTEC Holdings, Inc. (“TTEC”) issued a press release announcing the closing of its acquisition of certain assets of Faneuil, Inc. (“Faneuil”), a wholly owned subsidiary of ALJ Regional Holdings, Inc. (together with Faneuil, the “Sellers”) from the Sellers. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01 Regulation FD Disclosure.
As previously disclosed, TTEC, through its subsidiary TTEC Government Solutions LLC, entered into an Asset Purchase Agreement with the Sellers on December 21, 2021 (the “Agreement”). At closing on April 1, 2022, TTEC Government Solutions acquired from Faneuil certain public sector citizen experience services contracts, including contracts in transportation and healthcare exchange programs, for cash consideration of $142.3 million, subject to customary adjustments, representations, warranties, holdback, held in escrow, and certain future contingent payments for contracts yet to be assigned. Contemporaneously with this closing, the parties entered into (1) an amendment to the Agreement, which removed a waiting period for Faneuil’s ability to shop certain of its remaining assets that are subject to TTEC’s right of first refusal and (2) a transition services agreement, pursuant to which the parties agreed to provide certain operational services to each other, as the acquired assets are being integrated with and the back office functions related to the acquired assets are transitioned to TTEC.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Amendment to Asset Purchase Agreement, dated as of April 1, 2022, by and among TTEC Government Solutions LLC, Faneuil, Inc. and AJL Holdings, Inc. | |
| 99.1 | Press release dated April 4, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TTEC Holdings, Inc. | ||
| (Registrant) | ||
| Date: April 4, 2022 | By: | /s/ Dustin J. Semach |
Dustin J. Semach Chief Financial Officer | ||
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