TeleTech Holdings,Inc. (NASDAQ:TTEC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On November8, 2017, TeleTech Holdings,Inc. (the “Company”), through its subsidiary, TeleTech Services Corporation, a Colorado corporation, agreed to acquire all of the outstanding shares in Motif,Inc., a California corporation (“Motif”), a digital trust and safety services company with delivery centers in India and the Philippines, and approximately 2,800 employees. The acquisition will be affected through two separate transactions. In November, 2017, the Company will complete the acquisition of 70% of all outstanding shares in Motif from private equity and certain individual investors for $46.9 million, subject to customary representations and warranties, holdbacks, and working capital adjustments. The Company also agreed to purchase the remaining 30% interest in Motif from Motif’s founders (“founders’ shares”) by no later than May, 2020 (“30% buyout period”). The Company agreed to pay for the founders’ shares a purchase price equal to $5 million, plus a multiple of Motif’s fiscal year 2020’s adjusted normalized EBITDA, plus 30% of excess cash in the business at the time of the buyout; or if the buyout occurs prior to May2020, $5 million, plus a multiple of the trailing twelve months, calculated based on the then most recently completed monthly period ending prior to the date of the buyout triggering event. The actual purchase price for the founders’ shares is undeterminable at this time, as it is a function of Motif’s future performance. As a condition to the acquisition, the Motif founders agreed to stay with the acquired business, at least through the 30% buyout period, as part of the Company’s Customer Management Services segment, and not to compete with the Company with respect to the acquired business post buyout.
Item 2.02. Results of Operations and Financial Condition.
On November8, 2017, the Company issued a press release announcing financial results for the quarter ended September30, 2017.
A copy of the November8, 2017 press release is attached hereto as Exhibit99.1 and is hereby incorporated by reference.
In accordance with General Instruction B.2 of Form8-K, the information contained in this Item 2.02 and attached Exhibit99.1 shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On November8, 2017, TeleTech issued a press release announcing its acquisition of Motif. A copy of the press release is furnished as Exhibit99.2 to this Current Report on Form8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form8-K, the information, including the press release attached hereto, furnished under this Item 7.01 shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of TeleTech Holdings,Inc., dated November8, 2017.
99.2 Press release of TeleTech Holdings,Inc., dated November8, 2017
