CONDUENT INCORPORATED (NYSE:CNDT*) Files An 8-K Entry into a Material Definitive Agreement

CONDUENT INCORPORATED (NYSE:CNDT*) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry into a Material Definitive Agreement.

Transaction Agreements

On December30, 2016, in connection with the previously announced
complete legal and structural separation (the Spin-Off)
of Conduent Incorporated (the Company) from Xerox
Corporation (Xerox), the Company entered into several
agreements with Xerox that set forth the principal actions taken
or to be taken in connection with the Spin-Off and that govern
the relationship of the parties following the Spin-Off, including
the following:

a Separation and Distribution Agreement;
a Transition Services Agreement;
a Tax Matters Agreement;
an Employee Matters Agreement;
an Intellectual Property Agreement; and
a Trademark License Agreement.

A description of
the material terms and conditions of these agreements can be
found in the section titled Certain Relationships and Related
Party Transactions of the Companys Information Statement, which
is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference. Under the terms of, and subject
to the conditions set forth in, the Separation and Distribution
Agreement the Company transferred approximately $1,541million to
Xerox prior to the consummation of the Spin-Off (which, together
with certain amounts previously transferred to Xerox in
connection with the transfer of certain assets to the Company,
results in a total cash transfer to Xerox of approximately $1,820
million). In addition, so that the Company will be capitalized
with $225million of cash as of the Spin-Off, Xerox and the
Company have agreed to the extent the Companys actual cash
balance as of the Spin-Off is less than $225million that Xerox
will make a payment following the Spin-Off to the Company equal
to that shortfall and to the extent the Companys actual cash
balance as of the Spin-Off exceeds $225million that the Company
will make a payment following the Spin-Off to Xerox equal to that
excess. In addition, Xerox will transfer cash to the Company
following the Spin-Off to the extent Xeroxs cash balance as of
the Spin-Off, subject to certain adjustments, exceeds an agreed
amount.

The descriptions
of the Separation and Distribution Agreement, Transition Services
Agreement, Tax Matters Agreement, Employee Matters Agreement,
Intellectual Property Agreement and Trademark License Agreement
are qualified in their entirety by reference to the full text of
the Separation and Distribution Agreement, Transition Services
Agreement, Tax Matters Agreement, Employee Matters Agreement,
Intellectual Property Agreement and Trademark License Agreement,
which are attached as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and
10.5, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.

Icahn
Agreement

On December31,
2016, the Company entered into a Joinder Agreement to a letter
agreement (the Icahn Agreement) entered into by Xerox with
Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore
LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn
Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton
Corp., High River Limited Partnership, Hopper Investments LLC,
Barberry Corp., Jonathan Christodoro and Carl C. Icahn
(collectively, the Icahn Group). Based on a Schedule 13D/A
filed with the SEC on June27, 2016 by Carl C. Icahn with respect
to Xerox common stock, the Company estimates that the Icahn Group
beneficially owned in excess of 5% of the Companys common stock
at the time of the Spin-Off. A copy of the Joinder Agreement is
filed as Exhibit 10.6 to this Current Report on Form 8-K and is
incorporated herein by reference.

Summaries of the
material terms and conditions of the Icahn Agreement can be found
in the sections titled Management and Description of our Capital
Stock of the Companys Information Statement, which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference. Those summaries do not purport to be
complete and are qualified in their entirety by reference to the
full text of the Icahn Agreement, filed as Exhibit 10.6 to
Amendment No.1 to the Companys Registration Statement on Form 10,
filed with the Securities and Exchange Commission on August15,
2016, and incorporated herein by reference.

Item3.02. Unregistered Sale of Equity Securities.

to the Exchange
Agreement (the Exchange Agreement), dated October27, 2016,
by and among Xerox, the Company and Darwin A. Deason, 120,000
shares of Conduent Series A Convertible Perpetual Preferred
Stock, par value $0.01 per share (the Conduent Series A
Preferred Stock
) were transferred to Mr.Deason immediately
following the completion of the complete legal and structural
separation of the Company from Xerox Corporation (the
Spin-Off). The exchange of Xerox Series A Convertible
Perpetual Preferred Stock for Conduent Series A Preferred Stock
was made in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended, to
Section 4(a)(2) thereof.

The disclosures
above are qualified in their entirety by, and are subject to, the
full text of the Exchange Agreement, which was filed as Exhibit
10.14 to Amendment No.5 to the Companys Registration Statement on
Form 10, filed with the Securities and Exchange Commission on
October28, 2016, which is incorporated herein by reference. The
rights, preferences and privileges of the Conduent Series A
Preferred Stock are described in the Restated Certificate of
Incorporation of the Company, a summary of which can be found in
the section titled Description of Our Capital Stock of the
Information Statement filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference. That
summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Restated
Certificate of Incorporation of the Company, filed as Exhibit 3.1
to the Companys Current Report on Form 8-K, filed with the Securities
and Exchange Commission on December22, 2016, and incorporated
herein by reference.

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December29, 2016, in
anticipation of the Spin-Off, Douglas H. Marshall tendered his
resignation as a member of the board of directors of the Company
(the Board), effective concurrently with the consummation
of the Spin-Off at 11:59 p.m. New York City time (the
Effective Time) on December31, 2016 (the Distribution
Date
).

On December29, 2016, Xerox,
the sole shareholder of the Company, elected Ashok Vemuri, Paul
Galant, Joie A. Gregor, Vincent J. Intrieri, Courtney Mather,
Michael Nevin, Michael A. Nutter and William G. Parrett to serve
as directors of the Company, effective at 11:59 p.m. on
December31, 2016. Mr. Parrett will serve as Chairman of the
Board.

Item8.01. Other Events.

On December31, 2016, the
Spin-Off was completed. The Company issued a press release on
January 3, 2017, announcing the completion of the Spin-Off, a
copy of which is filed as Exhibit 99.2 to this Current Report on
Form 8-K and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

2.1 Separation and Distribution Agreement, dated as of
December30, 2016, by and between Xerox Corporation and
Conduent Incorporated*
10.1 Transition Services Agreement, dated as of December 30, 2016,
by and between Xerox Corporation and Conduent Incorporated*
10.2 Tax Matters Agreement, dated as of December 30, 2016, by and
between Xerox Corporation and Conduent Incorporated
10.3 Employee Matters Agreement, dated as of December 30, 2016, by
and between Xerox Corporation and Conduent Incorporated*
10.4 Intellectual Property Agreement, dated as of December 30,
2016, by and between Xerox Corporation and Conduent
Incorporated*
10.5 Trademark License Agreement, dated as of December 30, 2016,
by and between Xerox Corporation and Conduent Incorporated*
10.6 Joinder Agreement to Agreement, dated December31, 2016, among
Conduent Incorporated, Xerox Corporation, Icahn Partners
Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn
Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises
Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp.,
High River Limited Partnership, Hopper Investments LLC,
Barberry Corp., Jonathan Christodoro and Carl C. Icahn
10.7 Agreement, dated January28, 2016, among Xerox Corporation,
Icahn Partners Master Fund LP, Icahn Partners LP, Icahn
Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC,
Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc.,
Beckton Corp., High River Limited Partnership, Hopper
Investments LLC, Barberry Corp., Jonathan Christodoro and
Carl C. Icahn (incorporated herein by reference to Exhibit
10.6 to Amendment No.1 to Conduent Incorporateds Registration
Statement on Form 10)
99.1 Information Statement of Conduent Incorporated (incorporated
herein by reference to Exhibit 99.1 to Amendment No.6 to
Conduent Incorporateds Registration Statement on Form 10)
99.2 Press Release of Conduent Incorporated, dated January3, 2017
* The Company hereby undertakes to furnish supplementally a
copy of any omitted schedule, appendix or exhibit to such
agreement to the U.S. Securities and Exchange Commission upon
request.


About CONDUENT INCORPORATED (NYSE:CNDT*)

Conduent Incorporated is a business process services company. The Company provides business process services with expertise in transaction-intensive processing, analytics and automation. The Company is engaged in providing business and government services. The Company offers customers in various areas, which include health solutions, learning services, digital payments, legal and compliance solutions, human resources, finance and accounting, procurement solutions and digital transformation. The Company also serves customers in various areas, such as aerospace and defense, automotive services, banking, chemical, insurance, pharma and life sciences, retail and consumer products, transportation, travel and utilities, among others.

CONDUENT INCORPORATED (NYSE:CNDT*) Recent Trading Information

CONDUENT INCORPORATED (NYSE:CNDT*) closed its last trading session at with 942,939 shares trading hands.

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