Use these links to rapidly review the
document
TABLE OF CONTENTS Prospectus Supplement
TABLE OF
CONTENTS
Table of
Contents
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-232756
The
information in this preliminary prospectus supplement is not
complete and may be changed.
Subject to Completion
Preliminary Prospectus Supplement dated December 2,
2019.
PROSPECTUS
SUPPLEMENT

3,000,000 Shares
TTEC
Holdings, Inc.
Common
Stock
The
selling stockholder is selling 3,000,000 shares of our common
stock. We will not receive any proceeds from the sale of shares to
be offered by the selling stockholder. The selling stockholder is
our Chairman, Chief Executive Officer and principal
stockholder.
Our
common stock is listed on the NASDAQ Global Select Market under the
trading symbol "TTEC." The last reported sale price of our common
stock on November 29, 2019 was $45.93 per share.
Investing
in our common stock involves risks that are described in the "Risk
Factors" section beginning on page S-16 of this prospectus
supplement.
|
|
|
|
|
|
|
Per Share
|
|
Total
|
Public offering price
|
|
$ |
|
$ |
Underwriting discount
|
|
$ |
|
$ |
Proceeds, before expenses, to the selling
stockholder
|
|
$ |
|
$ |
The
underwriters may also exercise their option to purchase up to an
additional 450,000 shares from the selling stockholder, at the
public offering price, less the underwriting discount, for
30 days after the date of this prospectus
supplement.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The
shares will be ready for delivery on or
about ,
2019.
Joint Book Running Managers
|
|
|
|
|
BofA
Securities |
|
|
|
Morgan Stanley |
Cowen |
|
Craig-Hallum Capital Group |
|
William Blair |
Co-Managers
|
|
|
Northland Capital
Markets |
|
HSBC |
The
date of this prospectus supplement
is ,
2019.
Table of
Contents
TABLE OF CONTENTS
Prospectus Supplement
|
|
|
|
|
Page |
ABOUT THIS PROSPECTUS SUPPLEMENT
|
|
S-1 |
CAUTIONARY NOTE ABOUT FORWARD-LOOKING
STATEMENTS
|
|
S-2 |
PROSPECTUS SUPPLEMENT SUMMARY
|
|
S-3 |
THE OFFERING
|
|
S-11 |
SUMMARY FINANCIAL INFORMATION
|
|
S-12 |
RISK FACTORS
|
|
S-16 |
USE OF PROCEEDS
|
|
S-19 |
DIVIDENDS
|
|
S-20 |
CAPITALIZATION
|
|
S-21 |
SELLING STOCKHOLDER
|
|
S-22 |
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO
NON-U.S. HOLDERS OF COMMON STOCK
|
|
S-23 |
UNDERWRITING
|
|
S-27 |
LEGAL MATTERS
|
|
S-33 |
EXPERTS
|
|
S-33 |
INCORPORATION BY REFERENCE
|
|
S-33 |
WHERE YOU CAN FIND MORE INFORMATION
|
|
S-33 |
Prospectus
|
|
|
|
|
Page |
ABOUT THIS PROSPECTUS
|
|
1 |
THE COMPANY
|
|
2 |
RISK FACTORS
|
|
3 |
USE OF PROCEEDS
|
|
4 |
SELLING STOCKHOLDER
|
|
5 |
DESCRIPTION OF CAPITAL STOCK
|
|
6 |
DESCRIPTION OF DEBT SECURITIES
|
|
9 |
DESCRIPTION OF WARRANTS
|
|
11 |
DESCRIPTION OF PURCHASE CONTRACTS
|
|
12 |
DESCRIPTION OF UNITS
|
|
13 |
PLAN OF DISTRIBUTION
|
|
14 |
WHERE YOU CAN FIND MORE INFORMATION
|
|
16 |
CAUTIONARY NOTE ABOUT FORWARD-LOOKING
STATEMENTS
|
|
17 |
LEGAL MATTERS
|
|
17 |
EXPERTS
|
|
17 |
None
of us, the selling stockholder, our respective affiliates or any
underwriters have authorized anyone to provide you with any
information other than that contained or incorporated by reference
in this prospectus supplement, the accompanying prospectus or in
any free writing prospectus that we may authorize to be delivered
to you. We, the selling stockholder and/or our respective
affiliates, as applicable, take no responsibility for, and can
provide no assurance as to the reliability of, any other
information that others may give you. We, the selling stockholder
and/or our respective affiliates, as applicable, are not making an
offer of these securities in any state or other jurisdiction where
the offer is not permitted. You should not assume that the
information contained or
S-i
Table of
Contents
incorporated by
reference in this prospectus supplement, the accompanying
prospectus or in any free writing prospectus that we may authorize
to be delivered to you is accurate as of any date other than their
respective dates. Our business, financial condition, liquidity,
results of operations and prospects may have changed since those
dates.
Persons
who come into possession of this prospectus supplement or the
accompanying prospectus in jurisdictions outside the United States
are required to inform themselves about and to observe any
restrictions as to this offering and the distribution of this
prospectus supplement and the accompanying prospectus applicable to
that jurisdiction.
Unless
the context requires otherwise, references in this prospectus
supplement and the accompanying prospectus to "TTEC," "we," "us,"
"our," "the registrant" and "our company" refer, collectively, to
TTEC Holdings, Inc., a Delaware corporation, the issuer of the
securities offered hereby, and its subsidiaries, and references in
this prospectus supplement and the accompanying prospectus to
"selling stockholder" refer to Kenneth D. Tuchman as trustee of the
KDT Stock Revocable Trust.
S-ii
Table of
Contents
ABOUT THIS PROSPECTUS
SUPPLEMENT
This
document is in two parts. The first part is this prospectus
supplement, which describes the terms of this offering of common
stock and also adds to and updates information contained in the
accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus.
The second part is the accompanying prospectus, including the
documents incorporated by reference therein, which provide more
general information. Generally, when we refer to this prospectus,
we are referring to both parts of this document combined. You
should carefully read this prospectus supplement, the accompanying
prospectus and the related exhibits filed with the Securities and
Exchange Commission (the "SEC"), together with the additional
information described herein and in the accompanying prospectus
under the headings "Where You Can Find More Information" and
"Incorporation by Reference."
To
the extent there is a conflict between the information contained in
this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus or in any document
incorporated by reference that was filed with the SEC before the
date of this prospectus supplement, on the other hand, you should
rely on the information in this prospectus supplement. If any
statement in one of these documents is inconsistent with a
statement in another document having a later date (for example, a
document incorporated by reference in this prospectus supplement or
in the accompanying prospectus), the statement in the document
having the later date modifies or supersedes the earlier
statement.
S-1
Table of
Contents
CAUTIONARY NOTE ABOUT FORWARD-LOOKING
STATEMENTS
This
prospectus supplement and accompanying prospectus, and the
documents incorporated by reference herein and therein, contain
"forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"),
Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the Private Securities Litigation Reform
Act of 1995, relating to our operations, expected financial
position, results of operation, and other business matters that are
based on our current expectations, assumptions, and projections
with respect to the future, and are not a guarantee of performance.
In many cases, you can identify forward-looking statements by terms
such as "may," "believe," "plan," "will," "anticipate," "estimate,"
"expect," "intend," "project," "would," "could," "target" or
similar expressions.
We
caution you not to rely unduly on any forward-looking statements.
Actual results may differ materially from what is expressed in the
forward-looking statements, and you should review and consider
carefully the risks, uncertainties and other factors that affect
our business and may cause such differences as outlined, but not
limited to, factors discussed under the caption entitled "Risk
Factors" in our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2018 or any of our subsequently filed Quarterly
Reports on Form 10-Q, as well as risks, uncertainties and
other factors discussed in this prospectus supplement and the
accompanying prospectus and other reports and information that we
file with the SEC.
Although
we believe that the assumptions inherent in the forward-looking
statements contained in this prospectus supplement and the
accompanying prospectus are reasonable, undue reliance should not
be placed on these statements, which only apply as of the date
hereof. New factors that are not currently known to us or of which
we are currently unaware may also emerge from time to time that
could materially and adversely affect us. Except as required by
applicable securities law, we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events.
S-2
Table of
Contents
PROSPECTUS SUPPLEMENT SUMMARY
This
summary does not contain all of the information that you should
consider before investing in shares of our common stock. You should
read this entire prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein
carefully before making an investment decision, especially the
risks discussed under "Risk Factors," the risks described in our
Annual Report on Form 10-K for the year ended
December 31, 2018 and any of our subsequently filed Quarterly
Reports on Form 10-Q, which are incorporated by reference
herein, and our financial statements and the related notes, which
are incorporated by reference herein.
Overview
TTEC
is a leading global customer experience technology and services
company focused on the design, implementation and delivery of
transformative customer experience solutions for many of the
world's most iconic and disruptive brands. We help our clients
deliver frictionless customer experiences, significantly improve
their Net Promoter Score ("NPS") and lower their total cost to
serve by enabling and delivering personalized, consistent and
seamless customer experience across many interactive channels and
phases of the customer lifecycle.
In
today's world of direct-to-customer ("DTC") revolution where
experiences are everything, enterprises must become increasingly
customer-centric and digitally-enabled. Digital transformation has
become a requirement to serve customers, and it is our mission to
enable and accelerate our clients' path to digital transformation.
We are focused on improving the experience of our clients'
customers, by leveraging existing and emerging
technologies—Artificial Intelligence ("AI"), Machine Learning
("ML"), Robotic Process Automation ("RPA"), cloud, analytics,
omnichannel and real-time messaging.
How We Serve Our Clients
We
provide strategic value and differentiation through our two
business segments: TTEC Digital and TTEC Engage.
- •
- TTEC Digital designs,
builds and delivers tech-enabled, insights-based and outcome-driven
customer experience solutions through our professional services and
suite of technology offerings. These solutions are critical to
enabling and accelerating digital transformation for our
clients.
- •
- TTEC Engage provides
the essential technologies, human resources, infrastructure and
processes to operate customer care, acquisition, and fraud
detection and prevention services.
TTEC
Digital and TTEC Engage come together under our unified offering,
Humanify™ Customer Experience as a Service ("CXaas"), which drives
measurable results for clients through the delivery of
personalized, omnichannel experiences to their customers. Our
Humanify™ cloud platform provides a broad fully integrated
ecosystem of Customer Experience ("CX") offerings, including
omnichannel, messaging, AI, ML, RPA, analytics, cybersecurity,
customer relationship management ("CRM"), knowledge management and
journey orchestration in the cloud. Our end-to-end approach
differentiates us from many competitors by combining design,
strategic consulting, data analytics, process optimization, system
integration, operational excellence and technology solutions and
services. This unified offering is value-oriented, outcome-based
and delivered on a global scale.
We
offer services to well established clients and to early phase
growth companies that we serve through maturity to scale. To add
scale to our offerings in our fast growing hypergrowth sector (as
defined below), on October 26, 2019, we acquired a 70%
interest in First Call Resolution, LLC ("FCR"). FCR provides
customer care, social networking and business process solutions for
born digital companies. FCR has approximately 2,000 employees based
in the United States serving approximately 80 clients. FCR is now a
part of our TTEC Engage business segment.
S-3
Table of
Contents
As
of September 30, 2019, the TTEC global operating platform
delivered services in 22 countries and territories (the United
States, Australia, Belgium, Brazil, Bulgaria, Canada, Costa Rica,
Germany, Greece, Hong Kong, India, Ireland, Mexico, the
Netherlands, New Zealand, the Philippines, Poland, Singapore, South
Africa, Thailand, United Arab Emirates and the United Kingdom)
through approximately 48,500 employees. Approximately 1,300 CX
professionals serve TTEC Digital clients. Approximately 47,200
professionals support TTEC Engage clients from 80 customer
engagement centers and work-at-home locations, providing onshore,
nearshore and offshore services on six continents to accommodate
client requirements.
As
of September 30, 2019, we served approximately 275 diverse
clients globally, including iconic blue-chip brands, Fortune 1000
companies and disruptive growth companies. The table below presents
our total revenue by business segment for the twelve months ended
September 30, 2019, the twelve months ended September 30,
2018 and the corresponding year over year growth rate; it also
presents our income before income taxes and adjusted EBITDA and
related margin percentages for the twelve months ended
September 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue for
Twelve
Months
Ended
September 30,
2019 |
|
Revenue for
Twelve
Months
Ended
September 30,
2018 |
|
Percent
Growth in
Revenue |
|
Income
Before
Income
Taxes
for the
Twelve
Months
Ended
September 30,
2019 |
|
Income
Before
Income
Taxes
Margin
Percentage |
|
Adjusted
EBITDA
for the
Twelve
Months
Ended
September 30,
2019(1) |
|
Adjusted
EBITDA
Margin
Percentage(1) |
|
|
|
(dollars in millions)
|
|
TTEC Digital
|
|
$ |
292.5 |
|
$ |
220.8 |
|
|
32.5 |
% |
$ |
43.0 |
|
|
14.7 |
% |
$ |
55.8 |
|
|
19.1 |
% |
TTEC Engage
|
|
|
1,309.0 |
|
|
1,295.9 |
|
|
1.0 |
|
|
63.7 |
|
|
4.9 |
|
|
154.2 |
|
|
11.8 |
|
Total
|
|
$ |
1,601.5 |
|
$ |
1,516.7 |
|
|
5.6 |
% |
$ |
106.7 |
|
|
6.7 |
% |
$ |
209.9 |
|
|
13.1 |
% |
- (1)
- Adjusted EBITDA and
adjusted EBITDA margin percentage are non-GAAP metrics. Please see
the reconciliations of adjusted EBITDA to income before income
taxes and adjusted EBITDA margin percentage to income before taxes
margin percentage under "Summary Financial Information" beginning
on page S-12 of this prospectus supplement.
For
the twelve months ended September 30, 2019, we had a net
revenue retention rate of 95% with respect to our Digital clients.
We calculate net revenue retention rate as of a period end starting
with the last twelve-month revenue ("LTMR") from the cohort of all
customers as of twelve months prior to such period end ("Prior
Period LTMR"). We then calculate the LTMR from these same customers
as of the current period end ("Current Period LTMR"). Current
Period LTMR includes any expansion and is net of contraction or
attrition over the last 12 months but excludes LTMR from new
customers in the current period. We then divide the total Current
Period LTMR by the total Prior Period LTMR to arrive at the net
revenue retention rate. For the twelve months ended
September 30, 2019, we had a net revenue retention rate of 98%
with respect to our Engage clients.
S-4
Table of
Contents
The
table below presents the revenue we generated by client business
vertical and includes percentage of total revenue by business
vertical information for the twelve months ended September 30,
2019.
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
September 30, 2019 |
|
|
|
Revenue |
|
Percent of
Total |
|
|
|
(dollars in thousands)
|
|
Revenue by Business Vertical
|
|
|
|
|
|
|
|
Healthcare
|
|
$ |
336,551 |
|
|
21 |
% |
Telecommunications
|
|
|
310,733 |
|
|
19 |
|
Financial Services
|
|
|
271,429 |
|
|
17 |
|
Technology
|
|
|
181,235 |
|
|
11 |
|
Automotive
|
|
|
179,246 |
|
|
11 |
|
Government
|
|
|
103,333 |
|
|
7 |
|
Retail
|
|
|
76,079 |
|
|
5 |
|
Travel and Hospitality
|
|
|
59,837 |
|
|
4 |
|
Business Services
|
|
|
34,943 |
|
|
2 |
|
Other
|
|
|
48,124 |
|
|
3 |
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
$ |
1,601,510 |
|
|
100 |
% |
Strategic High Growth High Margin Offerings
Across
our business segments and verticals, we offer solutions that
support our clients' most critical customer experience strategies.
These solutions include customer acquisition, fraud detection and
prevention, work from home ("@Home"), cloud based omnichannel and
systems integration, and our offerings to hypergrowth1
and automotive sector clients. These solutions historically have
been high growth and high margin for us, and we believe that they
will continue to contribute to our growth and profitability in the
future.
As
shown in the table below, collectively these solution and sector
offerings comprised $631.8 million of revenue in the twelve
months ending September 30, 2019 versus $453.2 million in
the prior twelve-month period, a 39.4% year over year revenue
growth rate and gross margin of 29.3% versus the company's overall
revenue growth rate of 5.6% and gross margin of 24.4%.
- 1
- The clients that we
consider "hypergrowth" are companies with digital, disruptive and
direct-to-consumer business models such as ride-sharing,
home-sharing, auto-sharing, e-banking, e-travel, e-tail and
e-health. Our hypergrowth solution allows us to serve these born
digital clients from early start-up through maturity and
scale.
S-5
Table of
Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Growth/ High Margin Solution/Sectors
|
|
Revenue for
Twelve
Months
Ended
September 30,
2019 |
|
Revenue for
Twelve
Months
Ended
September 30,
2018 |
|
Percent
Growth in
Revenue |
|
Gross Margin
for Twelve
Months
Ended
September 30,
2019 |
|
Gross
Margin % |
|
|
|
(dollars in millions)
|
|
Customer Acquisition
|
|
$ |
156.0 |
|
$ |
135.4 |
|
|
15.2 |
% |
$ |
36.3 |
|
|
23.3 |
% |
Automotive
|
|
|
145.2 |
|
|
122.1 |
|
|
18.9 |
|
|
31.1 |
|
|
21.4 |
|
Hypergrowth(1)
|
|
|
134.4 |
|
|
82.7 |
|
|
62.5 |
|
|
34.8 |
|
|
25.9 |
|
Cloud(2)(3)
|
|
|
100.5 |
|
|
34.8 |
|
|
188.6 |
|
|
44.5 |
|
|
44.3 |
|
@Home
|
|
|
67.3 |
|
|
49.4 |
|
|
36.1 |
|
|
20.8 |
|
|
31.0 |
|
Systems Integration
|
|
|
58.7 |
|
|
47.6 |
|
|
23.3 |
|
|
25.1 |
|
|
42.8 |
|
Fraud Detection/Prevention
|
|
|
18.7 |
|
|
13.3 |
|
|
40.9 |
|
|
9.5 |
|
|
50.6 |
|
Eliminations
|
|
|
(49.0 |
) |
|
(32.1 |
) |
|
— |
|
|
(16.8 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
631.8 |
|
$ |
453.2 |
|
|
39.4 |
% |
$ |
185.3 |
|
|
29.3 |
% |
- (1)
- Hypergrowth revenue
for the twelve months ended September 30, 2017,
September 30, 2016 and September 30, 2015 were
$39.9 million, $20.7 million and $12.6 million,
respectively. Year over year revenue growth for hypergrowth for the
twelve months ended September 30, 2018, September 30,
2017 and September 30, 2016 were 107%, 92% and 65%,
respectively.
- (2)
- Cloud revenue for the
twelve months ended September 30, 2017 and September 30,
2016 were $22.9 million and $21.3 million,
respectively.
- (3)
- For the twelve months
ended September 30, 2019, we had a net revenue retention rate
of 134% with respect to our Cloud clients.
Trusted Leader for CX Transformation
Our
clients view us as a leader for CX digital transformation. In the
second quarter of 2019, our clients ranked the overall company and
both of our individual business segments at an NPS of +61 (on a
scale of –100 to +100) via a survey that measures our clients'
loyalty and satisfaction with our services and their willingness to
recommend our products and services to other potential clients. We
believe that client confidence in our services is also demonstrated
by the long-term relationships we have with many of our clients.
More than fifty percent of our total revenue for the twelve months
ended September 30, 2019 was generated from clients with whom
we have had a client relationship for at least
10 years.
Bookings
Our
bookings reached approximately $575 million in annualized
contract value for the twelve months ended September 30, 2019,
and approximately $513 million in annualized contract value
for the twelve months ended September 30, 2018 (or, excluding
a large, shorter-term government contract, $485 million and
$513 million, respectively). Our bookings were approximately
$444 million in annualized contract value for the twelve
months ended September 30, 2017 and approximately
$418 million in annualized contract value for the twelve
months ended September 30, 2016. Our bookings have benefited
from the overall growth in the CX market; our new and updated
solutions; the expanding business verticals we serve in more
geographies; our investment in sales, marketing, and digital demand
generation; our relationships with new channel partners and
expanding relationships with current channel partners; and from our
acquisitions.
For
the twelve months ended September 30, 2019, approximately 66%
of our bookings by annualized contract value came from recurring
revenue. As of the same period, three client business verticals
(government, automotive and financial services) accounted for
approximately 57% of our total
S-6
Table of
Contents
bookings by annualized
contract value. The following table presents bookings by annualized
contract value for our government, automotive and financial
services verticals for the twelve months ended September 30,
2019 and September 30, 2018, in addition to the corresponding
year over year growth rate.
|
|
|
|
|
|
|
|
|
|
|
Business Vertical
|
|
Bookings for
the Twelve
Months
Ended
September 30,
2019 |
|
Bookings for
the Twelve
Months
Ended
September 30,
2018 |
|
Percent
Growth in
Bookings |
|
|
|
(dollars in millions)
|
|
Government
|
|
$ |
114 |
(1) |
$ |
21 |
|
|
448 |
% |
Automotive
|
|
|
83 |
|
|
46 |
|
|
78 |
|
Financial Services
|
|
|
132 |
|
|
102 |
|
|
30 |
|
- (1)
- Includes
$90 million from a large, shorter-term government
contract.
Our Market Opportunity
We
estimate that the total annual CX technology and services spend for
2020 will be approximately $115 billion, and the total annual
outsourced customer care BPO spend for 2020 will be approximately
$80 billion. In addition, AI, ML, RPA and analytics are
becoming increasingly important. We proactively approach our
clients with solutions to help them improve their technologies to
meet the ever-changing needs of their customers. The expanding
addressable market for CX represents a large opportunity for us and
we believe we are well positioned to capitalize on the
technology-driven industry trends.
Our Industry
Direct-to-Consumer Revolution
The
DTC revolution has created a new generation of disruptive brands
that do not have traditional barriers to entry and thrive on
emotional connection and authentic relationships. These brands rely
on passionate influencers and personalized service to win the
hearts and minds of a growing customer base, one that requires an
on-demand, curated buying experience. We believe DTC can enhance
our customers' experience as clients look to us to design, build
and operate their digital customer experience.
Evolution of Customer Behavior and CX Imperative
Yesterday's
customer experience is being replaced by today's direct experience,
where each brand delivers a personalized end-to-end journey. As
customers become more connected and share their experiences across
a variety of social channels, the quality of the experience has a
greater impact on brand loyalty and business performance. We
believe customers are increasingly shaping their attitudes,
behaviors and willingness to recommend or stay with a brand based
on the totality of their experience, including not only the
superiority of the product or service, but also the quality of
their ongoing service and support interactions. Given the strong
correlation between high customer satisfaction and improved
profitability, we believe companies are increasingly focused on
selecting partners who can deliver integrated insights-driven
strategy, service and technology solutions that increase the
lifetime value of customer relationships, rather than merely
reducing costs.
S-7
Table of
Contents
Enterprise is Consolidating Partners
An
increasing percentage of companies are consolidating their customer
engagement requirements with a few select partners who can deliver
measurable business outcomes by offering an integrated,
technology-enabled solution. We believe companies will continue to
consolidate with partners such as TTEC that have demonstrated
expertise in increasing brand value by delivering holistic,
integrated customer-centric solutions spanning the entire customer
experience journey, instead of inefficiently linking together a
series of multiple point solutions.
CX Technology is Migrating to the Cloud
Cloud
investment is expected to continue to grow significantly. We
believe the adoption of cloud technology to deliver omnichannel and
other customer experience technology is still in its infancy. Our
clients are embracing cloud-based CX technology solutions in a
manner similar to how they seek cost-effective architecture and
rapid deployment across other parts of their operations.
Our Competitive Strengths
We
have established ourselves as an industry leader in CX by
leveraging the following competitive strengths:
Humanify™ Technology Platform and Insights-Driven Technology
Solutions
Innovation
has been a priority since our inception 37 years ago. Our
years of dedication and investment in transforming our business
have differentiated our solutions portfolio and increased the value
we deliver to our clients across the CX continuum.
Our
Humanify™ Technology Platform delivers an ecosystem of integrated
CX applications, including omnichannel contact center platforms,
the largest CRMs and innovative technology solutions that we
fully integrate into our clients' broader technology systems. The
platform is based on secure, scalable public and private data
centers, in both pure cloud and hybrid environments. This
architecture enables us to centralize and standardize our global
delivery capabilities, resulting in scalability and improved
quality of delivery for our clients, as well as lowering our
capital and information technology operating costs.
The
foundation of these platforms is our network of global data centers
on five continents. Our data centers provide an integrated suite of
voice and data routing, workforce management, quality monitoring,
business analytics and storage capabilities, enabling seamless
operations from any location around the globe. This hub and spoke
model enables us to provide our services at a competitive cost
while increasing scalability, reliability, regulatory compliance
and asset utilization across the full suite of our service
offerings. It also provides effective redundancy for a timely
response to system interruptions and outages due to natural
disasters and other conditions outside of our control.
Importantly,
this platform has become the foundation for new, innovative
offerings including TTEC's cloud-based offerings
(e.g. Humanify™ Operations/Insights Platform), Humanify™ @Home
for remote omnichannel agents and our suite of human capital
solutions.
Further,
our Humanify™ Technology Platforms leverage reference architectures
for multiple solutions whether we are operating the platforms and
the services, implementing customized platforms for clients, or
providing advanced managed services and continuous and automated
development environments. We also provide clients with highly
secure/compliant solutions with respect to regional (e.g., the
European Union General Data Protection Regulation) and/or specific
industry standards (e.g., the Payment Card Industry Data
Security Standard or the Health Insurance Portability and
Accountability Act).
S-8
Table of
Contents
Innovative Human Capital Strategies
Our
global, highly trained employee base is a crucial component in the
success of our business. We have made significant investments in
proprietary technologies and management tools, methodologies and
training processes in the areas of talent acquisition, learning
services, knowledge management, workforce collaboration and
performance optimization. These capabilities are the culmination of
more than three decades of experience in managing a large, global
workforce combined with the latest technology, innovation and
strategy in the field of human capital management. This capability
has enabled us to deliver a scalable and flexible workforce that is
highly engaged in achieving and exceeding our clients' business
objectives.
Globally Deployed Best Operating Practices
Globally
deployed best operating practices help us deliver a consistent,
scalable, high-quality experience to our clients' customers from
any of our global 80 customer engagement centers and work-from-home
associate base. Standardized processes include our approach to
attracting, screening, hiring, training, scheduling, evaluating,
coaching and maximizing associate performance to meet our clients'
needs. We also provide real-time reporting and analytics on
performance across the globe to help ensure consistency of
delivery. This information provides valuable insight into what is
driving customer inquiries, enabling us to proactively recommend
process changes that optimize their customers'
experience.
New
customer engagement centers are established and existing centers
are expanded or scaled down to accommodate anticipated business
demands or specific client needs. As of September 30, 2019, we
had significant capacity in the United States, Brazil, Bulgaria,
Canada, Greece, India, Mexico, the Philippines, Poland and the
United Kingdom to support customer demand and deliver superior cost
efficiencies. We continue to explore opportunities in North
America, Central Europe, South America and Africa to diversify our
delivery footprint enabling near-shore and off-shore locations that
support our multi-lingual service offerings and provide attractive
client economics.
Robust Technology Partner Ecosystem
Our
strategic alliances with important digital channel partners enable
our clients to deliver high-impact, personalized customer
experiences more efficiently. We go to market with our Humanify™
cloud offering with our key strategic partners like Cisco. We
continue to expand our relationships with existing channel partners
and form new partnerships (such as LivePerson™) to fuel AI-powered
digital transformation.
Our Growth Strategy
We
aim to grow our business and maintain our position as an industry
leader by focusing on our core customer experience, engagement and
growth solutions. We link these capabilities to technology-enabled
platforms and managed services to drive a superior customer
experience for our clients' customers. This approach yields
differentiated customer experiences. To that end we continually
strive to:
- •
- Expand Client
Relationships. We pursue and
grow new clients, many of whom were born digital and need a proven
CX partner to further their success. We also build deeper, more
strategic relationships with existing global clients to drive
enduring, transformational change within their
organizations.
- •
- Deliver new
capabilities and digital solutions. We continue to invest in technology-enabled
platforms and innovate through technology advancements, broader
intellectual property
S-9
Table of
Contents
protection and process
optimization. We expand our product portfolio to serve digital CX
needs with new cloud and technology offerings.
- •
- Build
differentiated partner relationships. We strive to create new channel partnerships and
work within our technology partners' ecosystems to deliver
innovative solutions with expanding intellectual property through
value-added applications, integrations, services and
solutions.
- •
- Execute Strategic
acquisitions. We intend to
continue executing strategic acquisitions that further complement
and expand our integrated solutions and global presence. We remain
focused on leveraging scale and tuck-in acquisitions to advance our
client base, especially in the growth category.
Company Information
TTEC
is a Delaware corporation. TTEC's principal executive offices are
located at 9197 S. Peoria Street, Englewood,
CO 80112-5833, and its telephone number is
(303) 397-8100. The address of our website is www.ttec.com.
The information contained on, or accessible through, our website is
not incorporated in, and shall not be part of, this prospectus
supplement. For more information about TTEC, see "Where You Can
Find More Information."
Stock Transfer Agent and Registrar
The
Transfer Agent and Registrar for the common stock is Broadridge
Corporate Issuer Solutions Inc.
S-10
Table of
Contents
THE OFFERING
|
|
|
Common stock offered by the selling
stockholder
|
|
3,000,000 shares (or
3,450,000 if the underwriters exercise in full their option to
purchase additional shares) |
Option to purchase additional shares of common
stock
|
|
The selling stockholder has granted the underwriters
a 30-day option to purchase up to an additional 450,000 shares, at
the public offering price, less the underwriting
discount.
|
Common stock to be outstanding immediately before
and immediately after this offering
|
|
46,485,595 shares(1)
|
Use of proceeds
|
|
The selling stockholder will receive all of the
proceeds from the sale of shares of our common stock in this
offering. We will not receive any proceeds from the sale of shares
of our common stock to be offered by the selling stockholder. See
"Use of Proceeds" and "Selling Stockholder."
|
Risk Factors
|
|
Investing in our common stock involves risks. See
"Risk Factors" on page S-16 of this prospectus supplement and
the other information included in, or incorporated by reference
into, this prospectus supplement and the accompanying
prospectus.
|
NASDAQ Global Select Market symbol
|
|
"TTEC"
|
- (1)
- The number of shares
of common stock to be outstanding immediately before and
immediately after this offering is based on 46,485,595 shares
outstanding as of September 30, 2019 and
excludes:
- •
- 741,429 shares of
common stock issuable upon vesting of RSU awards as of
September 30, 2019 under our equity incentive plans;
and
- •
- 1,110,472 shares of
common stock available for future issuance under our equity
incentive plans as of September 30, 2019.
Except as otherwise
indicated, all information in this prospectus supplement assumes no
exercise by the underwriters of their option to purchase additional
shares.
S-11
Table of
Contents
SUMMARY FINANCIAL INFORMATION
The
following table sets forth our summary consolidated financial data.
We derived our summary consolidated financial data as of and for
the years ended December 31, 2018, 2017 and 2016 from our
consolidated financial statements, which were audited by
PricewaterhouseCoopers LLP. We derived our summary
consolidated financial data and other financial data as of and for
the nine months ended September 30, 2019 and 2018 from our
unaudited consolidated financial statements.
Our
summary consolidated financial data are not necessarily indicative
of our future performance and results for the nine months ended
September 30, 2019 are not necessarily indicative of our
performance or results for the full fiscal year. The data provided
in this table are only summary information and do not provide all
the data contained in our financial statements. This table should
be read in conjunction with and is qualified in its entirety by our
audited consolidated financial statements and related notes thereto
for the years ended December 31, 2018, 2017 and 2016, our
unaudited consolidated financial statements and related notes
thereto for the nine months ended September 30, 2019 and 2018,
as well as the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
Nine Months
Ended
September 30, |
|
Nine Months
Ended
September 30, |
|
|
|
2018 |
|
2017 |
|
2016 |
|
2019 |
|
2018 |
|
|
|
(Amounts in thousands, except per share
amounts)
|
|
|
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
1,509,171 |
|
$ |
1,477,365 |
|
$ |
1,275,258 |
|
$ |
1,182,378 |
|
$ |
1,090,038 |
|
Cost of services
|
|
|
(1,157,927 |
) |
|
(1,110,068 |
) |
|
(941,592 |
) |
|
(897,193 |
) |
|
(844,555 |
) |
Selling, general and administrative
|
|
|
(182,428 |
) |
|
(182,314 |
) |
|
(175,797 |
) |
|
(148,646 |
) |
|
(134,611 |
) |
Depreciation and amortization
|
|
|
(69,179 |
) |
|
(64,507 |
) |
|
(68,675 |
) |
|
(50,452 |
) |
|
(52,052 |
) |
Other operating expenses
|
|
|
(7,583) |
(1) |
|
(19,987) |
(4) |
|
(36,442) |
(8) |
|
(5,141) |
(12) |
|
(5,719) |
(15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
92,054 |
|
|
100,489 |
|
|
52,752 |
|
|
80,946 |
|
|
53,101 |
|
Other income (expenses)
|
|
|
(35,816) |
(2) |
|
(11,602) |
(5) |
|
(2,454) |
(9) |
|
(6,870) |
(13) |
|
(29,480) |
(16) |
Provision for income taxes
|
|
|
(16,483) |
(3) |
|
(78,075) |
(6) |
|
(12,863) |
(10) |
|
(20,007) |
(14) |
|
(4,648) |
(17) |
Noncontrolling interest
|
|
|
(3,938 |
) |
|
(3,556 |
) |
|
(3,757 |
) |
|
(5,168 |
) |
|
(3,489 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to TTEC
stockholders
|
|
$ |
35,817 |
|
$ |
7,256 |
|
$ |
33,678 |
|
$ |
48,901 |
|
$ |
15,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
46,064 |
|
|
45,826 |
|
|
47,423 |
|
|
46,335 |
|
|
46,021 |
|
Diluted
|
|
|
46,385 |
|
|
46,382 |
|
|
47,736 |
|
|
46,693 |
|
|
46,390 |
|
Net income per share attributable to TTEC
stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.78 |
|
$ |
0.16 |
|
$ |
0.71 |
|
$ |
1.06 |
|
$ |
0.34 |
|
Diluted
|
|
$ |
0.77 |
|
$ |
0.16 |
|
$ |
0.71 |
|
$ |
1.05 |
|
$ |
0.33 |
|
Dividends issued per common share
|
|
$ |
0.55 |
|
$ |
0.47 |
|
$ |
0.385 |
|
$ |
0.62 |
|
$ |
0.55 |
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,054,508 |
|
$ |
1,078,736 |
(7) |
$ |
846,304 |
(11) |
$ |
1,181,866 |
|
$ |
1,038,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
$ |
466,241 |
|
$ |
514,113 |
(7) |
$ |
304,380 |
(11) |
$ |
436,417 |
|
$ |
466,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- (1)
- Includes
$0.8 million related to reductions in force, a
$5.3 million expense due to facility exit charges and a
termination fee for a technology vendor contract, a
$1.1 million expense related to the impairment of property and
equipment and a $0.3 million impairment charge related to
internally developed software.
- (2)
- Includes a
$15.6 million impairment of the full value of an equity
investment and a related bridge loan, a $9.9 million charge
related to the future purchase of the remaining 30% of the Motif
acquisition, a $1.6 million net loss related to a business
unit which was classified as assets held for sale and subsequently
reclassified to assets held and used as of December 31, 2018,
a $2.0 million gain related to royalty payments in connection
with the sale of a business unit, a $0.7 million gain related
to the bargain purchase of an acquisition closed in March 2018, and
a $0.3 million benefit related to a fair value adjustment of
the contingent consideration based on revised estimates of
performance against targets for one or our
acquisitions.
S-12
Table of
Contents
- (3)
- Includes a
$4.2 million benefit related to the impairment of an equity
investment, a $3.4 million benefit related to return to
provision adjustments, $0.5 million of expense related to the
disposition of assets, a $0.7 million benefit related to stock
options, $1.6 million of expense related to changes in tax
contingent liabilities, $1.5 million of expense related to
changes in valuation allowance, a $2.1 million benefit related
to restructuring, and a $0.5 million benefit related to other
items.
- (4)
- Includes
$1.2 million expense related to reductions in force, a
$2.2 million expense due to facility exit charges, a
$3.5 million expense due to write-off of leasehold
improvements and other fixed assets in connection with the
facilities we exited, $7.8 million expense related to
integration charges for the Connextions acquisition, and a
$5.3 million impairment charge related to two trade name
intangible assets.
- (5)
- Includes a
$5.3 million expense related to the finalization of the
transition services agreement for Connextions, a net
$2.6 million loss related to a held for sale business unit
that was sold in December 2017 and a $1.2 million charge to
interest expense related to the future purchase of the remaining
30% of the Motif acquisition offset by a $3.2 million benefit
related to the release of the currency translation adjustment in
equity in connection with the dissolution of a foreign entity.
- (6)
- Includes
$62.4 million of expense related to the U.S. 2017 Tax Act,
$0.4 million of expense related to the disposition of assets,
$1.9 million of benefit related to impairments,
$2.2 million of benefit related to stock options,
$0.6 million of expense related to changes in valuation
allowances, $5.8 million of benefit related to restructuring,
$0.6 million of benefit related to return to provision
adjustments and $2.1 million of benefit related to changes to
a transition service agreement.
- (7)
- The company spent
$116.7 million, net of cash acquired of $6.0 million, in
2017 for the acquisitions of Connextions and Motif. Upon
acquisitions of Connextions and Motif, the company acquired
$40.8 million in assets and assumed $36.3 million in
liabilities ($27.4 million in long-term liabilities).
- (8)
- Includes
$3.4 million expense related to reductions in force, a
$1.0 million expense due to facility exit and other charges, a
$1.3 million impairment of fixed assets, a $1.4 million
impairment of goodwill, an $11.1 million impairment of
internally developed software, and $18.2 million of impairment
charges related to several trade name, customer relationship and
non-compete intangible assets.
- (9)
- Includes a
$5.3 million estimated loss related to two business units
which have been classified as assets held for sale offset by a
$4.8 million benefit related to fair value adjustments to the
contingent consideration based on revised estimates of performance
against targets for two of our acquisitions.
- (10)
- Includes
$1.7 million of expense related to return to provision
adjustments, $1.1 million of expense related to a transfer
pricing adjustment for a prior period, $0.5 million of expense
related to tax rate changes, $0.5 million of expense related
to changes in valuation allowances, $1.5 million of benefit
related to restructuring charges, and $9.8 million of benefits
related to impairments and loss on assets held for sales.
- (11)
- We spent
$46.1 million, net of cash acquired of $2.7 million, in
2016 for the acquisition of Atelka. Upon acquisition of Atelka, we
acquired $25.1 million in assets and assumed $7.7 million
in liabilities ($1.4 million in long-term liabilities).
- (12)
- Includes
$0.9 million expense related to reductions in force, a
$0.7 million expense due to facility exit and other charges, a
$2.6 million impairment of leasehold improvements and right of
use lease assets, and $0.9 million impairment of internally
developed software, customer relationship intangible assets and
other long- term assets.
- (13)
- Includes a
$2.5 million charge related to the future purchase of the
remaining 30% of the Motif acquisition, a $1.1 million gain
related to royalty payments in connection with the sale of two
business units, a $0.7 million gain related to the sale of
trademarks, a $1.4 million gain related to recovery of
receivables for a division in winddown, and a $2.4 million
benefit related to a fair value adjustment of the contingent
consideration based on revised estimates of performance against
targets for one or our acquisitions.
- (14)
- Includes
$2.3 million of expense related to changes in valuation
allowances, $0.5 million of expense related to tax
contingencies, a $0.9 million benefit related to restructuring
charges, and $0.1 million of other expenses.
- (15)
- Includes
$0.6 million related to reductions in force, a
$4.0 million expense due to facility exit charges and a
termination fee for a technology vendor contract, and a
$1.1 million expense related to the impairment of property and
equipment.
- (16)
- Includes a
$15.6 million impairment of the full value of an equity
investment and a related bridge loan, a $8.0 million charge
related to the future purchase of the remaining 30% of the Motif
acquisition, a $2.0 million net loss related to a business
unit which was classified as assets held for sale, a
$1.7 million gain related to royalty payments in connection
with the sale of a business unit, and a $0.7 million gain
related to the bargain purchase of an acquisition closed in March
2018,
- (17)
- Includes a
$4.2 million benefit related to the impairment of an equity
investment, a $0.4 million benefit related to return to
provision adjustments, $0.4 million of expense related to the
disposition of assets, a $0.7 million benefit
S-13
Table of
Contents
related to stock
options, a $2.1 million benefit related to changes in tax
contingent liabilities, a $1.6 million benefit related to
restructuring, and a $0.4 million expense related to other
items.
Income Before Income Taxes to Adjusted EBITDA
Reconciliation
The
following table sets forth our revenue and gross margins, and a
reconciliation of the income before income taxes to the adjusted
EBITDA for the consolidated company and each of our two
segments—TTEC Engage and TTEC Digital. Each column represents the
previous twelve months ended September 30 of each noted year,
and all amounts are in millions (except for margin %). We believe
adjusted EBITDA allows investors to measure, analyze and compare
our financial condition and results of operations in a meaningful
and consistent manner. We cannot provide a reconciliation between
adjusted EBITDA and net income without unreasonable effort as we
are unable to allocate taxes by segment. As a result, we have
reconciled adjusted EBITDA to income before taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
Engage |
|
Digital |
|
|
|
LTM
2016 |
|
LTM
2017 |
|
LTM
2018 |
|
LTM
2019 |
|
LTM
2016 |
|
LTM
2017 |
|
LTM
2018 |
|
LTM
2019 |
|
LTM
2016 |
|
LTM
2017 |
|
LTM
2018 |
|
LTM
2019 |
|
|
|
($ in millions)
|
|
Revenue
|
|
$ |
1,272.1 |
|
$ |
1,395.7 |
|
$ |
1,516.7 |
|
$ |
1,601.5 |
|
$ |
1,047.0 |
|
$ |
1,190.6 |
|
$ |
1,295.9 |
|
$ |
1,309.0 |
|
$ |
225.1 |
|
$ |
205.1 |
|
$ |
220.8 |
|
$ |
292.5 |
|
Cost of Services
|
|
|
937.3 |
|
|
1,047.4 |
|
|
1,157.2 |
|
|
1,210.6 |
|
|
788.9 |
|
|
906.7 |
|
|
1,007.4 |
|
|
1,016.8 |
|
|
148.5 |
|
|
140.7 |
|
|
149.7 |
|
|
193.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
$ |
334.8 |
|
$ |
348.3 |
|
$ |
359.5 |
|
$ |
390.9 |
|
$ |
258.1 |
|
$ |
283.9 |
|
$ |
288.4 |
|
$ |
292.2 |
|
$ |
76.7 |
|
$ |
64.4 |
|
$ |
71.1 |
|
$ |
98.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin %
|
|
|
26.3 |
% |
|
25.0 |
% |
|
23.7 |
% |
|
24.4 |
% |
|
24.7 |
% |
|
23.8 |
% |
|
22.3 |
% |
|
22.3 |
% |
|
34.1 |
% |
|
31.4 |
% |
|
32.2 |
% |
|
33.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Adj.
EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes
|
|
$ |
68.25 |
|
$ |
67.11 |
|
$ |
51.91 |
|
$ |
106.70 |
|
$ |
55.38 |
|
$ |
64.25 |
|
$ |
32.59 |
|
$ |
63.66 |
|
$ |
12.88 |
|
$ |
2.86 |
|
$ |
19.32 |
|
$ |
43.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes as a % of Revenue
(Margin)
|
|
|
5.4 |
% |
|
4.8 |
% |
|
3.4 |
% |
|
6.7 |
% |
|
5.3 |
% |
|
5.4 |
% |
|
2.5 |
% |
|
4.9 |
% |
|
5.7 |
% |
|
1.4 |
% |
|
8.8 |
% |
|
14.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income / expense, net
|
|
|
6.55 |
|
|
8.46 |
|
|
22.91 |
|
|
17.75 |
|
|
6.29 |
|
|
8.50 |
|
|
22.97 |
|
|
17.75 |
|
|
0.26 |
|
|
(0.05 |
) |
|
(0.06 |
) |
|
— |
|
Depreciation and amortization
|
|
|
69.04 |
|
|
64.19 |
|
|
69.29 |
|
|
67.58 |
|
|
54.37 |
|
|
53.80 |
|
|
60.56 |
|
|
57.26 |
|
|
14.67 |
|
|
10.39 |
|
|
8.73 |
|
|
10.32 |
|
Asset impairment, restructuring and integration
charges
|
|
|
14.71 |
|
|
36.72 |
|
|
15.94 |
|
|
7.01 |
|
|
8.99 |
|
|
22.19 |
|
|
10.38 |
|
|
4.56 |
|
|
5.72 |
|
|
14.53 |
|
|
5.56 |
|
|
2.45 |
|
Impairment of equity investment
|
|
|
— |
|
|
— |
|
|
15.63 |
|
|
— |
|
|
— |
|
|
— |
|
|
15.63 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Gain on sale of business units
|
|
|
— |
|
|
(0.17 |
) |
|
(1.91 |
) |
|
(1.46 |
) |
|
— |
|
|
(0.17 |
) |
|
(1.91 |
) |
|
(1.46 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Gain on sale of trademarks
|
|
|
— |
|
|
— |
|
|
— |
|
|
(0.70 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(0.70 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Gain on recovery of receivables in connection with
division in winddown
|
|
|
— |
|
|
— |
|
|
— |
|
|
(1.42 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1.42 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Gain on dissolution of foreign subsidiary
|
|
|
— |
|
|
(3.16 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3.16 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Changes in acquisition contingent
consideration
|
|
|
(4.85 |
) |
|
(0.20 |
) |
|
— |
|
|
(2.76 |
) |
|
(4.85 |
) |
|
(0.20 |
) |
|
— |
|
|
(2.76 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Changes in acquisition transition service
agreement
|
|
|
— |
|
|
— |
|
|
5.25 |
|
|
— |
|
|
— |
|
|
— |
|
|
5.25 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
(Gain) Loss on asset held for sale reclassified to
asset held and used
|
|
|
— |
|
|
— |
|
|
— |
|
|
(0.38 |
) |
|
— |
|
|
— |
|
|
— |
|
|
2.87 |
|
|
— |
|
|
— |
|
|
— |
|
|
(3.25 |
) |
(Gain) Loss on asset held for sale
|
|
|
5.30 |
|
|
3.18 |
|
|
1.40 |
|
|
— |
|
|
2.60 |
|
|
3.18 |
|
|
(0.60 |
) |
|
— |
|
|
2.70 |
|
|
— |
|
|
2.00 |
|
|
— |
|
Gain on bargain purchase of acquisition
|
|
|
— |
|
|
— |
|
|
(0.69 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(0.69 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Allowance for doubtful accounts receivable from
customer in bankruptcy
|
|
|
— |
|
|
— |
|
|
— |
|
|
2.71 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.71 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Writeoff of contract acquisition costs
|
|
|
— |
|
|
— |
|
|
— |
|
|
1.44 |
|
|
— |
|
|
— |
|
|
— |
|
|
1.44 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Writeoff of value added tax due to change in foreign
tax law
|
|
|
— |
|
|
— |
|
|
— |
|
|
0.97 |
|
|
— |
|
|
— |
|
|
— |
|
|
0.97 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Equity-based compensation expenses
|
|
|
10.01 |
|
|
10.85 |
|
|
12.79 |
|
|
12.52 |
|
|
9.08 |
|
|
8.85 |
|
|
10.25 |
|
|
9.31 |
|
|
0.93 |
|
|
2.01 |
|
|
2.54 |
|
|
3.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$ |
169.02 |
|
$ |
186.97 |
|
$ |
192.51 |
|
$ |
209.94 |
|
$ |
131.86 |
|
$ |
157.24 |
|
$ |
154.42 |
|
$ |
154.18 |
|
$ |
37.15 |
|
$ |
29.73 |
|
$ |
38.09 |
|
$ |
55.76 |
|
Adjusted EBITDA as a % of Revenue
(Margin)
|
|
|
13.3 |
% |
|
13.4 |
% |
|
12.7 |
% |
|
13.1 |
% |
|
12.6 |
% |
|
13.2 |
% |
|
11.9 |
% |
|
11.8 |
% |
|
16.5 |
% |
|
14.5 |
% |
|
17.3 |
% |
|
19.1 |
% |
S-14
Table of
Contents
Income from Operations to Non-GAAP Income from Operations
Reconciliation
The
following table sets forth our revenue, and a reconciliation of
operating income to the adjusted non-GAAP operating income and
margins for the consolidated company and each of our two
segments—TTEC Engage and TTEC Digital. Each column represents the
previous twelve months ended September 30 of each noted year,
and all amounts are in millions (except for margin %). We believe
non-GAAP income from operations allows investors to measure,
analyze and compare our financial condition and results of
operations in a meaningful and consistent manner.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
Engage |
|
Digital |
|
|
|
LTM
2016 |
|
LTM
2017 |
|
LTM
2018 |
|
LTM
2019 |
|
LTM
2016 |
|
LTM
2017 |
|
LTM
2018 |
|
LTM
2019 |
|
LTM
2016 |
|
LTM
2017 |
|
LTM
2018 |
|
LTM
2019 |
|
|
|
($ in millions)
|
|
Revenue
|
|
$ |
1,272.1 |
|
$ |
1,395.7 |
|
$ |
1,516.7 |
|
$ |
1,601.5 |
|
$ |
1,047.0 |
|
$ |
1,190.6 |
|
$ |
1,295.9 |
|
$ |
1,309.0 |
|
$ |
225.1 |
|
$ |
205.1 |
|
$ |
220.8 |
|
$ |
292.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Non-GAAP Income from
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Operations
|
|
$ |
71.58 |
|
$ |
70.12 |
|
$ |
89.71 |
|
$ |
119.90 |
|
$ |
55.57 |
|
$ |
67.28 |
|
$ |
68.43 |
|
$ |
80.25 |
|
$ |
16.01 |
|
$ |
2.84 |
|
$ |
21.28 |
|
$ |
39.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Operations as a % of revenue
(Margin)
|
|
|
5.6 |
% |
|
5.0 |
% |
|
5.9 |
% |
|
7.5 |
% |
|
5.3 |
% |
|
5.7 |
% |
|
5.3 |
% |
|
6.1 |
% |
|
7.1 |
% |
|
1.4 |
% |
|
9.6 |
% |
|
13.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges, net
|
|
|
4.08 |
|
|
10.27 |
|
|
9.50 |
|
|
3.10 |
|
|
3.62 |
|
|
10.06 |
|
|
9.26 |
|
|
3.01 |
|
|
0.46 |
|
|
0.21 |
|
|
0.24 |
|
|
0.10 |
|
Impairment losses
|
|
|
10.64 |
|
|
26.45 |
|
|
6.44 |
|
|
3.90 |
|
|
5.38 |
|
|
12.14 |
|
|
1.12 |
|
|
1.55 |
|
|
5.26 |
|
|
14.31 |
|
|
5.32 |
|
|
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Income from Operations
|
|
$ |
86.29 |
|
$ |
106.84 |
|
$ |
105.65 |
|
$ |
126.90 |
|
$ |
64.56 |
|
$ |
89.47 |
|
$ |
78.80 |
|
$ |
84.81 |
|
$ |
21.73 |
|
$ |
17.37 |
|
$ |
26.84 |
|
$ |
42.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts receivable from
customer in bankruptcy
|
|
|
— |
|
|
— |
|
|
— |
|
|
2.71 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.71 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Writeoff of contract acquisition costs
|
|
|
— |
|
|
— |
|
|
— |
|
|
1.44 |
|
|
— |
|
|
— |
|
|
— |
|
|
1.44 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Writeoff for value added tax due to change in
foreign tax law
|
|
|
— |
|
|
— |
|
|
— |
|
|
0.97 |
|
|
— |
|
|
— |
|
|
— |
|
|
0.97 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Non-GAAP Income from
Operations
|
|
$ |
86.29 |
|
$ |
106.84 |
|
$ |
105.65 |
|
$ |
132.01 |
|
$ |
64.56 |
|
$ |
89.47 |
|
$ |
78.80 |
|
$ |
89.92 |
|
$ |
21.73 |
|
$ |
17.37 |
|
$ |
26.84 |
|
$ |
42.10 |
|
Adjusted Non-GAAP Income from Operation as a % of
Revenue (Margin)
|
|
|
6.8 |
% |
|
7.7 |
% |
|
7.0 |
% |
|
8.2 |
% |
|
6.2 |
% |
|
7.5 |
% |
|
6.1 |
% |
|
6.9 |
% |
|
9.7 |
% |
|
8.5 |
% |
|
12.2 |
% |
|
14.4 |
% |
S-15
Table of
Contents
RISK FACTORS
Investing
in our common stock involves risks. You should carefully consider
the risks and uncertainties described in our
Annual Report on Form 10-K for the year ended
December 31, 2018 or any of our subsequently filed Quarterly
Reports on Form 10-Q, which are incorporated by reference
herein, as well as the other risks set forth in this prospectus
supplement. You should also carefully consider the other
information contained or incorporated by reference in this
prospectus supplement before acquiring any shares of our common
stock. These risks could materially affect our business, results of
operations and financial condition and cause the value of our
common stock to decline. You could lose all or part of your
investment. Some statements in this prospectus, including
statements in the following risk factors, constitute
forward-looking statements. See "Cautionary Note About
Forward-Looking Statements" in this prospectus
supplement.
Risks Relating to this Offering
The per share trading price and trading volume of our common stock
may continue to be volatile following this
offering
The
per share trading price of our common stock has been and may
continue to be volatile. The closing price of our common stock has
ranged from $28.19 to $49.86 per share during the period from
January 1, 2019 to September 30, 2019. In addition, the
trading volume in our common stock may fluctuate and cause
significant price variations to occur. If the per share trading
price of our common stock declines, you may be unable to resell
your shares at or above the purchase price. We cannot assure you
that the per share trading price of our common stock will not
fluctuate or decline significantly in the future.
Some
of the factors that could negatively affect our share price or
result in fluctuations in the price or trading volume of our common
stock include:
- •
- actual or anticipated
variations in our quarterly operating results or dividends;
- •
- publication of
research reports about us or our industry;
- •
- failure by us to meet
the expectations of industry analysts;
- •
- the market for
similar securities;
- •
- changes in market
valuations of similar companies;
- •
- adverse market
reaction to any additional debt we may incur in the future;
- •
- actions by
institutional stockholders;
- •
- speculation about us
or our industry in the press or investment community;
- •
- the extent of
investor interest in our securities;
- •
- actions by
competitors;
- •
- our underlying asset
value;
- •
- investor confidence
in the stock and bond markets, generally;
- •
- changes in tax
laws;
- •
- future equity
issuances or further sales of common stock by the selling
stockholder;
- •
- general economic and
financial market conditions;
- •
- our issuance of debt
securities;
S-16
Table of
Contents
- •
- our financial
condition, results of operations and prospects;
- •
- additions or
departures of key management personnel; and
- •
- the realization of
any of the other risk factors presented in this prospectus
supplement and in our
Annual Report on Form 10-K for the year ended
December 31, 2018 or any of our subsequently filed Quarterly
Reports on Form 10-Q.
In
the past, securities class action litigation has often been
instituted against companies following periods of volatility in the
price of their common stock. This type of litigation could result
in substantial costs and divert our management's attention and
resources, which could have an adverse effect on our financial
condition, results of operations, cash flow and the trading price
of our common stock.
Market interest rates may have an adverse effect on the value of
our common stock
One
of the factors that will influence the trading price of our common
stock will be the dividend yield on our common stock (as a
percentage of the price of our common stock) relative to market
interest rates. An increase in market interest rates, which are
currently at low levels relative to historical rates, may lead
prospective purchasers of shares of our common stock to expect a
higher dividend yield and higher interest rates, which would likely
increase our borrowing costs and potentially decrease funds
available for distribution. Thus, higher market interest rates
could cause the trading price of our common stock to
decrease.
If securities or industry analysts do not publish research or
publish inaccurate or unfavorable research about our business, our
stock price and trading volume could decline
The
trading market for our common stock depends in part on the research
and reports that securities or industry analysts publish about us
or our business. Currently, only a small number of securities
analysts cover our stock. If more analysts do not commence coverage
of us, or if industry analysts cease coverage of us or fail to
publish reports on us regularly, the trading price for our common
stock could be adversely affected. If one or more of the analysts
who cover us downgrade our common stock or publish inaccurate or
unfavorable research about our business, our common stock price
would likely decline.
The number of shares of our common stock available for future
issuance or sale could adversely affect the per share trading price
of our common stock
We
cannot predict whether future issuances or sales of shares of our
common stock or the availability of shares of our common stock for
resale in the open market will decrease the per share trading price
of our common stock. The issuance of substantial numbers of shares
of our common stock in the public market, or the perception that
such issuances might occur, could adversely affect the per share
trading price of our common stock. Future issuances of shares of
our common stock may also be dilutive to existing
stockholders.
Future offerings of debt securities, which would be senior to our
common stock upon liquidation, and/or preferred equity securities
which may be senior to our common stock for purposes of dividend
distributions or upon liquidation, may adversely affect the per
share trading price of our common stock
In
the future, we may attempt to increase our capital resources by
making offerings of debt or equity securities. Upon liquidation,
holders of any debt securities or shares of preferred stock that we
issue in the future and lenders with respect to other borrowings
would be entitled to receive our available assets prior to
distribution to the holders of our common stock. Additionally, any
convertible or exchangeable securities that we issue in the future
may have rights, preferences and privileges more
S-17
Table of
Contents
favorable than those
of our common stock and may result in dilution to owners of our
common stock. Holders of our common stock are not entitled to
preemptive rights or other protections against dilution. Any shares
of preferred stock we issue in the future could have a preference
on liquidating distributions or a preference on dividend payments
that could limit our ability to pay dividends to the holders of our
common stock. Because our decision to issue securities in any
future offering will depend on market conditions and other factors
beyond our control, we cannot predict or estimate the amount,
timing or nature of any such future offering. Thus, our
stockholders bear the risk of our future offerings reducing the per
share trading price of our common stock and diluting their interest
in us.
Upon completion of this offering, the selling stockholder will
continue to own a majority of our shares of common stock, which
limits the ability of other stockholders to influence corporate
matters
As
of September 30, 2019, the selling stockholder owned
approximately 67.7% of our outstanding shares of common stock, and
the selling stockholder's interest will decrease to approximately
60.3% of our outstanding shares of common stock immediately after
the completion of this offering. The selling stockholder is also
our Chairman and Chief Executive Officer. Accordingly, the selling
stockholder has, and after this offering will continue to exercise,
significant influence and control over the management and strategic
direction of our company, including the direction of our business
and our dividend policy, and all matters requiring action by our
stockholders, including the election of our entire board of
directors and our capital structure. In addition, the selling
stockholder will retain significant influence and control over the
outcome of any change in control of our company or significant
corporate transaction or other matter submitted to our stockholders
for approval.
Delaware law and certain provisions in our restated certificate of
incorporation and amended and restated bylaws might discourage,
delay or prevent a change of control of our company or changes in
our management and, therefore, depress the price of our common
stock
Our
restated certificate of incorporation and amended and restated
bylaws contain provisions that could depress the market price of
our common stock by acting to discourage, delay or prevent a change
in control of our company or changes in our management that the
stockholders of our company may deem advantageous. These
provisions, among other things:
- •
- authorize the
issuance of "blank check" preferred stock that our board of
directors could use to implement a stockholder rights plan;
- •
- provide that special
meetings of our stockholders may be called only by our Chairman,
President or our board of directors;
- •
- establish advance
notice requirements for nominations for election to our board of
directors or for proposing matters that can be acted upon by
stockholders at annual stockholder meetings;
- •
- permit the board of
directors to establish the number of directors; and
- •
- provide that the
board of directors is expressly authorized to make, alter or repeal
our amended and restated bylaws.
In
addition, Section 203 of the Delaware General Corporation Law
may discourage, delay or prevent a change in control of our
company. Section 203 imposes certain restrictions on mergers,
business combinations and other transactions between us and holders
of 15% or more of our common stock.
S-18
Table of
Contents
USE OF PROCEEDS
The
selling stockholder will receive all of the proceeds from the sale
of shares of our common stock in this offering. We will not receive
any proceeds from the sale of shares of our common stock to be
offered by the selling stockholder. See "Selling Stockholder" on
page S-22 of this prospectus supplement.
S-19
Table of
Contents
DIVIDENDS
In
2015, our board of directors adopted a dividend policy, with the
intent to distribute a periodic cash dividend to stockholders of
our common stock, after consideration of, among other things,
TTEC's performance, cash flows, capital needs and liquidity
factors. We paid the initial dividend in 2015 and have continued to
pay a semi-annual dividend in April and October each year, in
amounts progressively ranging between $0.18 and $0.32 per common
share. The most recent dividend in the amount of $0.32 per common
share was paid in October 2019. While it is our intention to
continue to pay semi-annual dividends in 2020 and beyond, any
decision to pay future cash dividends will be made by our board of
directors. In addition, our credit facility restricts our ability
to pay dividends in the event we are in default or do not satisfy
certain covenants.
Our
common stock is listed and traded on the NASDAQ Global Select
Market under the symbol "TTEC." The following table sets forth the
high and low closing prices per share of common stock for the
quarters indicated as reported on NASDAQ. The table also sets forth
the cash dividends per share declared by TTEC with respect to its
common stock. On September 30, 2019, there were 46,485,595
shares of TTEC common stock outstanding, which were held by
stockholders of record.
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
Low |
|
Dividends
Declared |
|
2019
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
36.26 |
|
$ |
28.19 |
|
$ |
0.30 |
|
Second Quarter
|
|
$ |
46.59 |
|
$ |
34.92 |
|
$ |
— |
|
Third Quarter
|
|
$ |
49.86 |
|
$ |
43.75 |
|
$ |
0.32 |
|
Fourth Quarter (through November 29,
2019)
|
|
$ |
48.48 |
|
$ |
43.20 |
|
$ |
— |
|
2018
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
41.80 |
|
$ |
30.70 |
|
$ |
0.27 |
|
Second Quarter
|
|
$ |
37.40 |
|
$ |
30.20 |
|
$ |
— |
|
Third Quarter
|
|
$ |
36.20 |
|
$ |
23.95 |
|
$ |
0.28 |
|
Fourth Quarter
|
|
$ |
29.66 |
|
$ |
23.79 |
|
$ |
— |
|
2017
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
31.30 |
|
$ |
29.10 |
|
$ |
0.22 |
|
Second Quarter
|
|
$ |
42.60 |
|
$ |
28.85 |
|
$ |
— |
|
Third Quarter
|
|
$ |
42.15 |
|
$ |
38.60 |
|
$ |
0.25 |
|
Fourth Quarter
|
|
$ |
43.35 |
|
$ |
37.85 |
|
$ |
— |
|
S-20
Table of
Contents
CAPITALIZATION
The
following table sets forth our capitalization as of
September 30, 2019. You should read this table together with
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our financial statements and related
notes included in our
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2019, incorporated by reference
herein.
|
|
|
|
|
|
|
September 30,
2019 |
|
(Dollars in thousands, except share and per share
data)
|
|
|
|
|
Line of Credit
|
|
$ |
199,000 |
|
Stockholders' equity:
|
|
|
|
|
Preferred stock, $0.01 par value per share;
10,000,000 shares authorized, zero shares issued and
outstanding
|
|
|
— |
|
Common stock, $0.01 par value per share; 150,000,000
shares authorized, 46,485,595 shares issued and
outstanding
|
|
|
465 |
|
Additional paid-in capital
|
|
|
353,372 |
|
Treasury stock at cost, 35,566,658 shares
|
|
|
(605,370 |
) |
Accumulated other comprehensive income
|
|
|
(118,700 |
) |
Retained Earnings
|
|
|
744,954 |
|
Noncontrolling interest
|
|
|
12,422 |
|
|
|
|
|
|
Total stockholders' equity
|
|
|
387,143 |
|
|
|
|
|
|
Total capitalization
|
|
$ |
586,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
outstanding share information in the table above is based on
46,485,595 shares of common stock outstanding as of
September 30, 2019 and excludes:
- •
- 741,429 shares of
common stock issuable upon vesting of RSU awards as of
September 30, 2019 under our equity incentive plans;
and
- •
- 1,110,472 shares of
common stock available for future issuance under our equity
incentive plans as of September 30, 2019.
Except
as otherwise indicated, all information in this prospectus
supplement assumes no exercise by the underwriters of their option
to purchase additional shares.
S-21
Table of
Contents
SELLING STOCKHOLDER
The
following table and accompanying footnotes detail the
(i) number of shares of our common stock that the selling
stockholder, Kenneth D. Tuchman, beneficially owned as of
September 30, 2019, (ii) the percentage of our
outstanding shares of common stock that the selling stockholder
beneficially owned as of September 30, 2019, (iii) the
number of shares of our common stock proposed to be sold by the
selling stockholder in this offering, (iv) the number of
shares of our common stock that will be beneficially owned by the
selling stockholder immediately after this offering and
(v) the percentage of our outstanding shares of common stock
that the selling stockholder will beneficially own immediately
after this offering. Beneficial ownership for the purposes of the
following table is determined in accordance with the rules and
regulations of the SEC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling Stockholder
|
|
Shares
beneficially
owned prior to
offering |
|
Percentage of
outstanding
shares
beneficially
owned prior to
offering |
|
Number of
shares of
common stock
sold in this
offering |
|
Shares
beneficially
owned after
this offering |
|
Percentage of
outstanding
shares
beneficially
owned after this
offering |
|
Kenneth D. Tuchman(1)
|
|
|
31,463,707 |
(2)(3) |
|
67.7% |
(4) |
|
3,450,000 |
(5) |
|
28,013,707 |
|
|
60.3 |
%(4) |
- (1)
- All of the shares
being offered hereby are owned by KDT Stock Revocable Trust of
which Mr. Tuchman is sole trustee and sole beneficiary. The
address of Mr. Tuchman is 9197 S. Peoria Street,
Englewood, CO 80112-5833.
- (2)
- Includes 31,453,707
shares subject to sole voting and investment power, and 10,000
shares with shared voting and investment power. The shares with
sole voting and investment power consist of: (i) 6,686,901
shares held by Mr. Tuchman; (ii) 14,766,806 shares held
by a limited liability partnership controlled by Mr. Tuchman;
and (iii) 10,000,000 shares held by the KDT Stock Revocable
Trust (the "Trust") controlled by Mr. Tuchman. The shares with
shared voting and investment power consist of 10,000 shares owned
by Mr. Tuchman's spouse.
- (3)
- On May 7, 2018,
Mr. Tuchman entered into a Security Agreement with Wells Fargo
Bank, National Association (the "2018 Security Agreement"),
pursuant to the terms of which he agreed to collateralize a certain
personal loan with 3,070,000 of TTEC common stock held in the
Trust. Pursuant to the 2018 Security Agreement, Mr. Tuchman
may pledge additional TTEC shares held by the Trust, directly, or
through other vehicles to collateralized additional advancements on
the personal loan. The 2018 Security Agreement restates and
supersedes a certain security agreement for pledge of shares of
TTEC common stock with Wells Fargo Bank previously executed in
December 2015.
- (4)
- The percentage of
shares of our common stock that the selling stockholder
beneficially owns both prior to and following an offering of
securities pursuant to this prospectus is based on 46,485,595
shares of our common stock outstanding as of September 30,
2019.
- (5)
- Assumes the sale of
450,000 shares of our common stock by the selling stockholder upon
exercise in full of the underwriters' option to purchase additional
shares from the selling stockholder
Material Relationships with Selling Stockholder
The
selling stockholder is our Chairman and Chief Executive Officer. A
description of certain relationships and related party transactions
involving the selling stockholder is included in our
Definitive Proxy Statement on Schedule 14A filed with the SEC
on April 12, 2019 in the section entitled "Related Party
Transactions," which is incorporated herein by
reference.
S-22
Table of
Contents
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO
NON-U.S. HOLDERS OF COMMON STOCK
The
following is a summary of the material U.S. federal income tax
consequences of the ownership and disposition of our common stock
acquired in this offering by a Non-U.S. Holder (as defined below).
For purposes of this discussion, a Non-U.S. Holder is a beneficial
owner of our common stock that is not a "U.S. person" or
partnership, including any entity or arrangement treated as a
partnership and the equity holders therein, for U.S. federal income
tax purposes.
A
U.S. person is any of the following:
- •
- an individual citizen
or resident of the United States;
- •
- a corporation (or
other entity treated as a corporation for U.S. federal income tax
purposes) created or organized under the laws of the United States,
any state thereof or the District of Columbia;
- •
- an estate, the income
of which is subject to U.S. federal income tax regardless of its
source; or
- •
- a trust
(i) whose administration is subject to the primary supervision
of a U.S. court and which has one or more U.S. persons who have the
authority to control all substantial decisions of the trust, or
(ii) that has a valid election in effect under applicable
Treasury Regulations to be treated as a U.S. person.
If
you are an entity or arrangement that is treated as a partnership
for U.S. federal income tax purposes, the U.S. federal income tax
treatment of a partner will generally depend on the status of the
partner and your activities. Partnerships holding our common stock
and the partners in such partnerships are urged to consult their
tax advisors as to particular U.S. federal income tax consequences
to them of holding and disposing of our common stock.
This
discussion is based on the Code, administrative pronouncements,
judicial decisions and final, temporary and proposed Treasury
Regulations, changes to any of which subsequent to the date of this
prospectus supplement may affect the tax consequences described
herein, possibly with retroactive effect. We have not sought and
will not seek any rulings from the Internal Revenue Service, or
IRS, regarding the matters discussed below. There can be no
assurance the IRS or a court will not take a contrary position to
that discussed below regarding the tax consequences of the
ownership and disposition of our common stock.
This
discussion is limited to Non-U.S. Holders who hold our common stock
as a "capital asset" within the meaning of Section 1221 of the
Code (generally, property held for investment). This discussion
does consider any specific facts or circumstances that may be
relevant to holders subject to special rules under the U.S. federal
income tax laws, including, without limitation, certain former
citizens or long-term residents of the United States, a person who
holds or receives our common stock pursuant to the exercise of an
employee stock option or otherwise as compensation, partnerships
(or arrangements classified as partnerships for U.S. federal income
tax purposes) or other pass-through entities and the equity holders
therein, "controlled foreign corporations," "passive foreign
investment companies," corporations that accumulate earnings to
avoid U.S. federal income tax, banks, financial institutions,
investment funds, insurance companies, brokers, dealers or traders
in securities, tax-exempt organizations, tax-qualified retirement
plans or foreign pension funds, persons subject to the alternative
minimum tax, persons subject to special tax accounting rules under
Section 451(b) of the Code, persons that own, or have owned,
actually or constructively, more than 5% of our common stock and
persons holding our common stock as part of a hedging or conversion
transaction or straddle, or a constructive sale, or other risk
reduction strategy.
S-23
Table of
Contents
This
discussion does not describe all of the U.S. federal income tax
consequences that may be relevant to you in light of your
particular circumstances, and does not address the potential
application of the alternative minimum tax, Medicare contribution
tax, estate or gift taxes and does not address any aspect of state,
local or non-U.S. taxation, or any taxes other than income taxes.
You should consult your tax adviser with regard to the application
of the U.S. federal tax laws to your particular situation, as well
as any tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
PROSPECTIVE
INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE
PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF
ACQUIRING, OWNING AND DISPOSING OF OUR COMMON STOCK, AS WELL AS ANY
TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR NON-U.S. TAX
LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS.
Distributions
Distributions
of cash or other property paid on our common stock will constitute
dividends for U.S. federal income tax purposes to the extent paid
from our current or accumulated earnings and profits, as determined
under U.S. federal income tax principles. To the extent those
distributions exceed our current and accumulated earnings and
profits, they will constitute a return of capital, which will first
reduce your basis in our common stock, but not below zero, and any
excess will be treated as gain from the sale or other disposition
of our common stock, as described below under "—Gain on Disposition
of Our Common Stock."
Dividends
paid to you generally will be subject to withholding tax at a 30%
rate or a reduced rate specified by an applicable income tax
treaty. In order to obtain a reduced rate of withholding, subject
to the discussion below under "—FATCA," you will be required to
provide to us or our paying agent a properly executed IRS
Form W-8BEN or IRS Form W-8BEN-E (or applicable successor
form) certifying your entitlement to benefits under a treaty. This
certification must be provided to us or our paying agent prior to
the payment of dividends and must be updated periodically. If you
hold our common stock through a financial institution or other
agent acting on your behalf, you will be required to provide
appropriate documentation to the agent, which then will be required
to provide certification to us or our paying agent, either directly
or through other intermediaries.
If
you do not timely provide the required certification, but qualify
for a reduced treaty rate, you may obtain a refund of any excess
amounts withheld by timely filing an appropriate claim for refund
with the IRS.
If
dividends paid to you are effectively connected with your conduct
of a trade or business in the United States (and, if required by an
applicable income tax treaty, are attributable to a permanent
establishment or fixed base maintained by you in the United
States), you will generally be taxed on the dividends on a net
income basis in the same manner as a U.S. person. If you are a
foreign corporation you also may be subject to an additional branch
profits tax equal to 30% (or such lower rate specified by an
applicable income tax treaty) of your effectively connected
earnings and profits for the taxable year, as adjusted for certain
items.
If
dividends paid to you are effectively connected with your conduct
of a trade or business in the United States (and, if required by an
applicable income tax treaty, are attributable to a permanent
establishment or fixed base maintained by you in the United
States), you will be exempt from the withholding tax discussed in
the preceding paragraph, although you will be required to provide a
properly executed IRS Form W-8ECI in order to claim an
exemption from withholding. You should consult your tax advisors
regarding any applicable income tax treaties that may provide for
different rules.
S-24
Table of
Contents
Gain on Disposition of Our Common Stock
Subject
to the discussions below under "—Information Reporting and Backup
Withholding" and "—FATCA," you generally will not be subject to
U.S. federal income or withholding tax on gain realized on a sale
or other taxable disposition of our common stock unless:
- •
- the gain is
effectively connected with your conduct of a trade or business in
the United States (and, if required by an applicable income tax
treaty, is attributable to a permanent establishment or fixed base
maintained by you in the United States);
- •
- you are a nonresident
alien individual present in the United States for 183 days or
more during the taxable year of the disposition, and certain other
requirements are met; or
- •
- we are or have been a
"United States real property holding corporation," as defined in
the Code, or a USRPHC, at any time within the five-year period
ending on the date of the taxable disposition or your holding
period for such common stock, whichever period is shorter, and our
common stock is not regularly traded on an established securities
market or you hold more than 5% of our outstanding common stock,
directly or indirectly, during the shorter of the five-year period
ending on the date of the taxable disposition or the holding period
for such common stock.
You
will generally be taxed on the gain described in the first bullet
above in the same manner as a U.S. person. If you are a foreign
corporation, you also may be subject to an additional branch
profits tax equal to 30% (or such lower rate specified by an
applicable income tax treaty) of your effectively connected
earnings and profits for the taxable year, as adjusted for certain
items.
You
will generally be subject to U.S. federal income tax at a flat 30%
rate (or such lower rate specified by an applicable income tax
treaty) on gain described in the second bullet point above, but may
offset such tax with certain U.S.-source capital losses (even
though you are not considered a resident of the United States),
provided that you have timely filed U.S. federal income tax returns
with respect to such losses.
Generally,
a corporation is a USRPHC only if the fair market value of its U.S.
real property interests equals or exceeds 50% of the sum of the
fair market value of its worldwide real property interests plus any
of its assets used or held for use in a trade or business. Although
there can be no assurance, we do not believe that we are, or have
been, a UPRHC, or that we are likely to become one in the future.
Even if we are a USRPHC, for so long as our common stock is
regularly traded on an established securities market, sales of our
common stock generally will not be subject to tax if you have not
held more than 5% of our common stock, actually or constructively,
during the five-year period preceding such sale or other
disposition of our common stock (or your holding period, if
shorter). No assurance can be provided that our common stock will
continue to be regularly traded on an established securities market
for purposes of the rules described above. You are encouraged to
consult your own tax advisors regarding the possible consequences
to you if we are, or were to become, a USRPHC.
Information Reporting and Backup Withholding
Information
returns are required to be filed with the IRS in connection with
payments of dividends on our common stock. Unless you comply with
certification procedures to establish that you are not a U.S.
person, information returns may also be filed with the IRS in
connection with the proceeds from a sale or other disposition of
our common stock. You may be subject to backup withholding on
payments on our common stock or on the proceeds from a sale or
other disposition of our common stock unless the applicable
withholding agent does not have actual knowledge or reason to know
that you are a U.S. person and you comply with certification
procedures to establish that you are not a U.S. person or otherwise
establish an exemption. Your provision of a properly
executed
S-25
Table of
Contents
applicable IRS
Form W-8 certifying your non-U.S. status will permit you to
avoid backup withholding, provided the applicable withholding agent
does not have actual knowledge or reason to know that you are a
U.S. person. Amounts withheld under the backup withholding rules
are not additional taxes and may be refunded or credited against
your U.S. federal income tax liability, provided the required
information is timely furnished to the IRS.
FATCA
Provisions
of the Code commonly referred to as the Foreign Account Tax
Compliance Act, or FATCA, require withholding of 30% on payments of
dividends on our common stock, and, subject to the discussion of
certain proposed Treasury Regulations below, gross proceeds of
dispositions of our common stock, to "foreign financial
institutions" (which is broadly defined for this purpose and in
general includes investment vehicles) and certain other non-U.S.
entities unless various U.S. information reporting and due
diligence requirements (generally relating to ownership by U.S.
persons of interests in or accounts with those entities) have been
satisfied, or an exemption applies. An intergovernmental agreement
between the United States and an applicable foreign country may
modify these requirements. Under certain circumstances, you may be
eligible for refunds or credits of such taxes. The U.S. Treasury
recently released proposed Treasury Regulations which, if finalized
in their present form, would eliminate the federal withholding tax
of 30% applicable to the gross proceeds of a sale or other
disposition of our common stock. In its preamble to such proposed
Treasury Regulations, the U.S. Treasury stated that taxpayers may
generally rely on the proposed regulations until final regulations
are issued. You should consult your tax adviser regarding the
effects of FATCA on your investment in our common stock.
S-26
Table of
Contents
UNDERWRITING
BofA
Securities, Inc. and Morgan
Stanley & Co. LLC are acting as representatives
of each of the underwriters named below. Subject to the terms and
conditions set forth in an underwriting agreement among us, the
selling stockholder and the underwriters, the selling stockholder
has agreed to sell to the underwriters, and each of the
underwriters has agreed, severally and not jointly, to purchase
from the selling stockholder, the number of shares of common stock
set forth opposite its name below:
|
|
|
|
|
Underwriter
|
|
Number of
Shares |
|
BofA Securities, Inc.
|
|
|
|
|
Morgan
Stanley & Co. LLC
|
|
|
|
|
Cowen and Company, LLC
|
|
|
|
|
Craig-Hallum Capital Group LLC
|
|
|
|
|
William Blair & Company,
L.L.C.
|
|
|
|
|
Northland Securities, Inc.
|
|
|
|
|
HSBC Securities
(USA) Inc.
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subject
to the terms and conditions set forth in the underwriting
agreement, the underwriters have agreed, severally and not jointly,
to purchase all of the shares sold under the underwriting agreement
if any of these shares are purchased. If an underwriter defaults,
the underwriting agreement provides that the purchase commitments
of the nondefaulting underwriters may be increased or the
underwriting agreement may be terminated.
We
and the selling stockholder have agreed to indemnify the
underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the
underwriters may be required to make in respect of those
liabilities.
The
underwriters are offering the shares, subject to prior sale, when,
as and if issued to and accepted by them, subject to approval of
legal matters by their counsel, including the validity of the
shares, and other conditions contained in the underwriting
agreement, such as the receipt by the underwriters of officer's
certificates and legal opinions. The underwriters reserve the right
to withdraw, cancel or modify offers to the public and to reject
orders in whole or in part.
Commissions and Discounts
The
representatives have advised us and the selling stockholder that
the underwriters propose initially to offer the shares to the
public at the public offering price set forth on the cover page of
this prospectus and to dealers at that price less a concession not
in excess of
$ per
share. After the initial offering, the public offering price,
concession or any other term of the offering may be
changed.
The
following table shows the public offering price, underwriting
discount and proceeds before expenses to the selling stockholder.
The information assumes either no exercise or full exercise by the
underwriters of their option to purchase additional
shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
Share |
|
Without
Option |
|
With
Option |
|
Public offering price
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Underwriting discount
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Proceeds, before expenses, to the selling
stockholder
|
|
$ |
|
|
$ |
|
|
$ |
|
|
The
selling stockholder will pay the underwriting discounts and
commissions and expenses incurred by it for brokerage, accounting,
tax or legal services or any other expenses incurred by
the
S-27
Table of
Contents
selling stockholder in
disposing of the common stock covered by this prospectus
supplement. We will bear certain other costs, fees and expenses
incurred in effecting the registration of the common stock covered
by this prospectus supplement, including, without limitation, all
registration and filing fees and expenses of our counsel and our
independent registered public accountants.
Option to Purchase Additional Shares
The
selling stockholder has granted an option to the underwriters,
exercisable for 30 days after the date of this prospectus, to
purchase up to 450,000 additional shares at the public offering
price, less the underwriting discount. If the underwriters exercise
this option, each will be obligated, subject to conditions
contained in the underwriting agreement, to purchase a number of
additional shares proportionate to that underwriter's initial
amount reflected in the above table.
No Sales of Similar Securities
We
and the selling stockholder, our executive officers and directors
have agreed not to sell or transfer any common stock or securities
convertible into, exchangeable for, exercisable for, or repayable
with common stock, for 90 days after the date of this
prospectus without first obtaining the written consent of BofA
Securities, Inc. and Morgan
Stanley & Co. LLC.
Specifically,
we and these other persons have agreed, with certain limited
exceptions, not to directly or indirectly:
- •
- offer, pledge, sell
or contract to sell any common stock;
- •
- sell any option or
contract to purchase any common stock;
- •
- purchase any option
or contract to sell any common stock;
- •
- grant any option,
right or warrant for the sale of any common stock;
- •
- lend or otherwise
dispose of or transfer any common stock;
- •
- request or demand
that we file a registration statement related to the common
stock; or
- •
- enter into any swap
or other agreement that transfers, in whole or in part, the
economic consequence of ownership of any common stock whether any
such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.
This
lock-up provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable
with common stock. It also applies to common stock owned now or
acquired later by the person executing the agreement or for which
the person executing the agreement later acquires the power of
disposition.
NASDAQ Global Select Market Listing
The
shares are listed on the NASDAQ Global Select Market under the
symbol "TTEC."
Price Stabilization, Short Positions
Until
the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and
purchasing our common stock. However, the representatives may
engage in transactions that stabilize the price of the common
stock, such as bids or purchases to peg, fix or maintain that
price.
In
connection with the offering, the underwriters may purchase and
sell our common stock in the open market. These transactions may
include short sales, purchases on the open market to cover
positions created by short sales and stabilizing transactions.
Short sales involve the sale by the
S-28
Table of
Contents
underwriters of a
greater number of shares than they are required to purchase in the
offering. "Covered" short sales are sales made in an amount not
greater than the underwriters' option to purchase additional shares
described above. The underwriters may close out any covered short
position by either exercising their option to purchase additional
shares or purchasing shares in the open market. In determining the
source of shares to close out the covered short position, the
underwriters will consider, among other things, the price of shares
available for purchase in the open market as compared to the price
at which they may purchase shares through the option granted to
them. "Naked" short sales are sales in excess of such option. The
underwriters must close out any naked short position by purchasing
shares in the open market. A naked short position is more likely to
be created if the underwriters are concerned that there may be
downward pressure on the price of our common stock in the open
market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of
various bids for or purchases of shares of common stock made by the
underwriters in the open market prior to the completion of the
offering.
Similar
to other purchase transactions, the underwriters' purchases to
cover the syndicate short sales may have the effect of raising or
maintaining the market price of our common stock or preventing or
retarding a decline in the market price of our common stock. As a
result, the price of our common stock may be higher than the price
that might otherwise exist in the open market. The underwriters may
conduct these transactions on the NASDAQ Global Select Market, in
the over-the-counter market or otherwise.
Neither
we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of our common
stock. In addition, neither we nor any of the underwriters make any
representation that the representatives will engage in these
transactions or that these transactions, once commenced, will not
be discontinued without notice.
Passive Market Making
In
connection with this offering, the underwriters may engage in
passive market making transactions in the common stock on the
Nasdaq Global Select Market in accordance with Rule 103 of
Regulation M under the Exchange Act during a period before the
commencement of offers or sales of common stock and extending
through the completion of distribution. A passive market maker must
display its bid at a price not in excess of the highest independent
bid of that security. However, if all independent bids are lowered
below the passive market maker's bid, that bid must then be lowered
when specified purchase limits are exceeded. Passive market making
may cause the price of our common stock to be higher than the price
that otherwise would exist in the open market in the absence of
those transactions. The underwriter is not required to engage in
passive market making and may end passive market making activities
at any time.
Electronic Distribution
In
connection with the offering, certain of the underwriters or
securities dealers may distribute prospectuses by electronic means,
such as e-mail.
Other Relationships
Some
of the underwriters and their affiliates have engaged in, and may
in the future engage in, commercial and investment banking,
financial advisory and other commercial dealings in the ordinary
course of business with us or our affiliates. They have received,
or may in the future receive, customary fees and commissions for
these transactions. One or more affiliates of BofA
Securities, Inc. and HSBC Securities (USA) Inc. are
lenders under our credit facility.
S-29
Table of
Contents
In
addition, in the ordinary course of their business activities, the
underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their
customers. Such investments and securities activities may involve
securities and/or instruments of ours or our affiliates. The
underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
European Economic Area
In
relation to each member state of the European Economic Area (each a
"Member State"), no shares have been offered or will be offered
pursuant to the offering to the public in that Member State prior
to the publication of a prospectus in relation to the shares which
has been approved by the competent authority in that Member State
or, where appropriate, approved in another Member State and
notified to the competent authority in that Member State, all in
accordance with the Prospectus Regulation), except that offers of
shares may be made to the public in that Member State at any time
under the following exemptions under the Prospectus
Regulation:
- a.
- to any legal entity
which is a qualified investor as defined under the Prospectus
Regulation;
- b.
- to fewer than 150
natural or legal persons (other than qualified investors as defined
under the Prospectus Regulation), subject to obtaining the prior
consent of the representatives for any such offer; or
- c.
- in any other
circumstances falling within Article 1(4) of the Prospectus
Regulation,
provided
that no such offer of shares shall require us or any underwriter to
publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23
of the Prospectus Regulation.
Each
person in a Member State who initially acquires any shares or to
whom any offer is made will be deemed to have represented,
acknowledged and agreed to with us and the representatives that it
is a qualified investor within the meaning of the Prospectus
Regulation.
In
the case of any shares being offered to a financial intermediary as
that term is used in Article 5(1) of the Prospectus
Regulation, each such financial intermediary will be deemed to have
represented, acknowledged and agreed that the shares acquired by it
in the offer have not been acquired on a non-discretionary basis on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an
offer to the public other than their offer or resale in a relevant
Member State to qualified investors, in circumstances in which the
prior consent of the representatives has been obtained to each such
proposed offer or resale.
The
company, the representatives and their affiliates will rely upon
the truth and accuracy of the foregoing representations,
acknowledgements and agreements.
For
the purposes of this provision, the expression an "offer to the
public" in relation to any shares in any Member State means the
communication in any form and by any means of sufficient
information on the terms of the offer and any shares to be offered
so as to enable an investor to decide to purchase or subscribe for
any shares, and the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129.
The
above selling restriction is in addition to any other selling
restrictions set out below.
S-30
Table of
Contents
Notice to Prospective Investors in the United
Kingdom
In
addition, in the United Kingdom, this document is being distributed
only to, and is directed only at, and any offer subsequently made
may only be directed at persons who are "qualified investors" (as
defined in the Prospectus Regulation) (i) who have
professional experience in matters relating to investments falling
within Article 19 (5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") and/or (ii) who are high net worth companies (or
persons to whom it may otherwise be lawfully communicated) falling
within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This
document must not be acted on or relied on in the United Kingdom by
persons who are not relevant persons. In the United Kingdom, any
investment or investment activity to which this document relates is
only available to, and will be engaged in with, relevant
persons.
Notice to Prospective Investors in Switzerland
The
shares may not be publicly offered in Switzerland and will not be
listed on the SIX Swiss Exchange ("SIX") or on any other stock
exchange or regulated trading facility in Switzerland. This
document has been prepared without regard to the disclosure
standards for issuance prospectuses under art. 652a or art. 1156 of
the Swiss Code of Obligations or the disclosure standards for
listing prospectuses under art. 27 ff. of the SIX Listing Rules or
the listing rules of any other stock exchange or regulated trading
facility in Switzerland. Neither this document nor any other
offering or marketing material relating to the shares or the
offering may be publicly distributed or otherwise made publicly
available in Switzerland.
Neither
this document nor any other offering or marketing material relating
to the offering, TTEC or the shares have been or will be filed with
or approved by any Swiss regulatory authority. In particular, this
document will not be filed with, and the offer of shares will not
be supervised by, the Swiss Financial Market Supervisory Authority
FINMA ("FINMA"), and the offer of shares has not been and will not
be authorized under the Swiss Federal Act on Collective Investment
Schemes ("CISA"). The investor protection afforded to acquirers of
interests in collective investment schemes under the CISA does not
extend to acquirers of shares.
Notice to Prospective Investors in the Dubai International
Financial Centre
This
prospectus supplement relates to an exempt offer, as defined by the
Offered Securities Rules of the Dubai Financial Services Authority
("DFSA"). This prospectus supplement is intended for distribution
only to persons of a type specified in the Offered Securities Rules
of the DFSA. It must not be delivered to, or relied on by, any
other person. The DFSA has no responsibility for reviewing or
verifying any documents in connection with exempt offers. The DFSA
has not approved this prospectus supplement nor taken steps to
verify the information set forth herein and has no responsibility
for the prospectus supplement. The shares to which this prospectus
supplement relates may be illiquid and/or subject to restrictions
on their resale. Prospective purchasers of the shares offered
should conduct their own due diligence on the shares. If you do not
understand the contents of this prospectus supplement you should
consult an authorized financial advisor.
Notice to Prospective Investors in Singapore
This
prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, the shares were not
offered or sold or caused to be made the subject of an invitation
for subscription or purchase and will not be offered or sold or
caused to be made the subject of an invitation for subscription or
purchase, and this prospectus or any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the shares, has not been circulated or distributed,
nor will it be circulated or distributed, whether directly or
indirectly, to any
S-31
Table of
Contents
person in Singapore
other than (i) to an institutional investor (as defined in
Section 4A of the Securities and Futures Act
(Chapter 289) of Singapore, as modified or amended from time
to time (the "SFA")) pursuant to Section 274 of the SFA,
(ii) to a relevant person (as defined in Section 275(2)
of the SFA) pursuant to Section 275(1) of the SFA, or any
person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of the
SFA, or (iii) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the
SFA.
Where
the shares are subscribed or purchased under Section 275 of
the SFA by a relevant person which is:
- a.
- a corporation (which
is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the
entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
- b.
- a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary of the trust is an individual
who is an accredited investor,
securities or
securities-based derivatives contracts (each term as defined in
Section 2(1) of the SFA) of that corporation or the
beneficiaries' rights and interest (howsoever described) in that
trust shall not be transferred within six months after that
corporation or that trust has acquired the shares pursuant to an
offer made under Section 275 of the SFA except:
- a.
- to an institutional
investor or to a relevant person, or to any person arising from an
offer referred to in Section 275(1A) or
Section 276(4)(i)(B) of the SFA;
- b.
- where no
consideration is or will be given for the transfer;
- c.
- where the transfer is
by operation of law; or
- d.
- as specified in
Section 276(7) of the SFA.
Notice to Prospective Investors in Canada
The
shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are
permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the shares must be made in accordance
with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws.
Securities
legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
prospectus supplement (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult
with a legal advisor.
Pursuant
to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction,
section 3A.4) of National Instrument 33-105 Underwriting
Conflicts (NI 33-105), the underwriters are not required to
comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this
offering.
S-32
Table of
Contents
LEGAL MATTERS
Certain
legal matters will be passed upon for us by Hogan Lovells
US LLP. Certain legal matters will be passed upon for the
selling stockholder by Sherman & Howard L.L.C. Certain
legal matters will be passed upon for the underwriters by Davis
Polk & Wardwell LLP, Menlo Park,
California.
EXPERTS
The
financial statements and management's assessment of the
effectiveness of internal control over financial reporting (which
is included in Management's Report on Internal Control over
Financial Reporting) incorporated in this prospectus by reference
to the
Annual Report on Form 10-K for the year ended
December 31, 2018 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
INCORPORATION BY REFERENCE
The
SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information
to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus
supplement and the accompanying prospectus, and information that we
file later with the SEC and which is incorporated by reference will
automatically update and supersede this information. We incorporate
by reference the documents listed below and all filings made
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act (other than information in the documents or filings that is
deemed to have been furnished and not filed) after the date of this
prospectus supplement and before the termination of the offerings
of all of the securities covered by this prospectus supplement and
the accompanying prospectus.
- 1.
- Our
Annual Report on Form 10-K for the year ended
December 31, 2018 (including the portions of our
Definitive Proxy Statement on Schedule 14A that are
incorporated by reference therein);
- 2.
- Our Quarterly Reports
on Form 10-Q for the quarterly periods ended
March 31, 2019,
June 30, 2019 and
September 30, 2019; and
- 3.
- Our Current Reports
on Form 8-K filed with the SEC on
February 26, 2019,
April 23, 2019,
May 21, 2019,
May 24, 2019,
September 17, 2019 and
October 29, 2019.
You
may obtain copies of the documents we incorporate by reference, at
no cost, upon written or oral request, by contacting us as
described below, or through contacting the SEC or accessing its
website as described below. Documents incorporated by reference are
available without charge, excluding all exhibits unless an exhibit
has been specifically incorporated by reference into those
documents, by requesting them in writing or by telephone
at:
TTEC
Holdings, Inc.
9197 S. Peoria Street
Englewood, CO 80112-5833
(303) 397-8100
WHERE YOU CAN FIND MORE
INFORMATION
We
are subject to the informational requirements of the Exchange Act.
We therefore file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are
available to the public over the internet at the SEC's website at
www.sec.gov. Our SEC
S-33
Table of
Contents
filings are also
available free of charge on our website at www.ttec.com as soon as
reasonably practicable following the time that they are filed with
or furnished to the SEC. Information on our website is not a part
of, or incorporated by reference into, this prospectus supplement
or the accompanying prospectus.
S-34
Table of
Contents
Prospectus

TTEC
Holdings, Inc.
Up
to $350,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Purchase Contracts
Units
and
6,000,000 Shares of Common Stock
Offered by the Selling Stockholder
We may offer
from time to time, in one or more series of classes, up to
$350,000,000 in aggregate principal amount of our common stock,
preferred stock, debt securities, warrants, purchase contracts or
units, in any combination, together or separately, in one or more
offerings in amounts at prices and on the terms that we will
determine at the time of the offering and which will be set forth
in a prospectus supplement and any related free writing
prospectus.
In addition,
Kenneth D. Tuchman (the "selling stockholder") may offer and sell
up to 6,000,000 shares of our common stock from time to time, in
amounts, at prices and on terms that will be determined at the time
the shares of our common stock are offered. We urge you to read
this prospectus and the accompanying prospectus supplement, which
will describe the specific terms of these securities, carefully
before you make your investment decision.
Our common
stock is listed on the NASDAQ Global Select Market under the
trading symbol "TTEC." The last reported sale price of our common
stock on July 19, 2019 was $47.24 per share.
Investing
in these securities involves certain risks. See "Risk Factors" on
page 3 and the other information included and incorporated by
reference in this prospectus for a discussion of the factors you
should carefully consider before deciding to purchase these
securities.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
The
date of this prospectus is August 8, 2019.
Table of
Contents
TABLE OF CONTENTS
|
|
|
|
|
Page |
ABOUT THIS PROSPECTUS
|
|
1 |
THE COMPANY
|
|
2 |
RISK FACTORS
|
|
3 |
USE OF PROCEEDS
|
|
4 |
SELLING STOCKHOLDER
|
|
5 |
DESCRIPTION OF CAPITAL STOCK
|
|
6 |
DESCRIPTION OF DEBT SECURITIES
|
|
9 |
DESCRIPTION OF WARRANTS
|
|
11 |
DESCRIPTION OF PURCHASE CONTRACTS
|
|
12 |
DESCRIPTION OF UNITS
|
|
13 |
PLAN OF DISTRIBUTION
|
|
14 |
WHERE YOU CAN FIND MORE INFORMATION
|
|
16 |
CAUTIONARY NOTE ABOUT FORWARD-LOOKING
STATEMENTS
|
|
17 |
LEGAL MATTERS
|
|
17 |
EXPERTS
|
|
17 |
Neither we, the
selling stockholder, our respective affiliates nor any underwriters
have authorized anyone to provide any information other than that
contained or incorporated by reference in this prospectus or in any
prospectus supplement or free writing prospectus prepared by or on
behalf of us or to which we or the selling stockholder have
referred you. We, the selling stockholder and/or our respective
affiliates, as applicable, take no responsibility for, and can
provide no assurance as to the reliability of, any other
information that others may give you. We, the selling stockholder
and/or our respective affiliates, as applicable, are not making an
offer of these securities in any state where the offer is not
permitted. You should not assume that the information contained in
or incorporated by reference in this prospectus or any prospectus
supplement or in any such free writing prospectus is accurate as of
any date other than their respective dates.
In this
prospectus, (i) references to "TTEC," "we," "us," "our," "the
registrant" and "our company" refer, collectively, to TTEC
Holdings, Inc., a Delaware corporation, the issuer of the
securities offered hereby, and its subsidiaries and
(ii) references to "selling stockholder" refer to Kenneth D.
Tuchman and includes donees, pledgees, transferees or other
successors-in-interest selling shares of common stock received from
the selling stockholder as a gift, pledge, partnership distribution
or other transfer after the date of this prospectus.
Table of
Contents
ABOUT THIS PROSPECTUS
This prospectus
is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC"), utilizing a "shelf"
registration process. Under this shelf registration process, we may
sell any combination of the securities described in this prospectus
in one or more offerings with an initial aggregate offering price
of up to $350,000,000. In addition, under this shelf registration
process, the selling stockholder may from time to time offer and
sell up to an aggregate of 6,000,000 shares of our common stock in
one or more offerings. This prospectus provides you with a general
description of the securities we may offer. Each time we and/or the
selling stockholder, if applicable, sell securities, we will
provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in
this prospectus. To the extent there is a conflict between the
information contained in this prospectus, on the one hand, and the
information contained in any prospectus supplement, on the other
hand, you shall rely on the information in the prospectus
supplement. You should read this prospectus, any prospectus
supplement and any free writing prospectus together with additional
information described under the sections "Risk Factors" and "Where
You Can Find More Information."
We have filed
or incorporated by reference exhibits to the registration statement
of which this prospectus forms a part. You should read the
exhibits carefully for provisions that may be important to
you.
1
Table of
Contents
THE COMPANY
TTEC is a
leading global customer experience technology and services company
focused on the design, implementation and delivery of
transformative solutions for many of the world's most iconic and
disruptive brands. We help large global companies increase revenue
and reduce costs by delivering personalized customer experiences
across every interactional channel and phase of the customer
lifecycle as an end-to-end provider of customer engagement
services, technologies, insights and innovations. We are organized
into two centers of excellence: TTEC Digital and TTEC
Engage.
- •
- TTEC Digital designs
and builds human centric, tech-enabled, insight-driven customer
experience solutions.
- •
- TTEC Engage is the
Company's global delivery center of excellence that operates
turnkey customer acquisition, care, revenue growth, digital fraud
prevention and detection, and content moderation
services.
TTEC Digital
and TTEC Engage come together under our unified offering,
HumanifyTM Customer Engagement as a Service, which drives
measurable results for clients through delivery of personalized
omnichannel interactions that are seamless and relevant. Our
business is supported by 49,300 employees delivering services in 24
countries from 82 customer engagement centers on six continents.
Our end-to-end approach differentiates the Company by combining
service design, strategic consulting, data analytics, process
optimization, system integration, operational excellence, and
technology solutions and services. This unified offering is
value-oriented, outcome-based, and delivered on a global scale
across all four of our business segments, two of which comprise
TTEC Digital—Customer Strategy Services and Customer Technology
Services; and two of which comprise TTEC Engage—Customer Growth
Services and Customer Management Services.
Since our
establishment in 1982, we have helped clients strengthen their
customer relationships, brand recognition and loyalty by
simplifying and personalizing interactions with their customers. We
deliver thought leadership, through innovation in programs that
differentiate our clients from their competition.
TTEC is a
Delaware corporation. TTEC's principal executive offices are
located at 9197 S. Peoria Street, Englewood, CO 80112-5833, and its
telephone number is (303) 397-8100. The address of our website
is www.ttec.com. The information contained on, or accessible
through, our website is not incorporated in, and shall not be part
of, this prospectus. For more information about TTEC, see "Where
You Can Find More Information."
2
Table of
Contents
RISK FACTORS
Investing in
the securities involves substantial risks. Before purchasing any of
the securities, you should carefully consider and evaluate all of
the information included and incorporated by reference or deemed to
be incorporated by reference in this prospectus or the applicable
prospectus supplement, including the risk factors incorporated by
reference herein from our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, as updated by annual, quarterly and
other reports and documents that are incorporated by reference
herein or in the applicable prospectus supplement. The risks and
uncertainties that we have described are not the only ones facing
our company. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also affect us. The
occurrence of any of these risks could materially and adversely
impact our business, cash flows, condition (financial or
otherwise), liquidity, prospects and/or results of operations.
Please also refer to the sections below entitled "Cautionary Note
on Forward-Looking Statements" and "Where You Can Find More
Information."
3
Table of
Contents
USE OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, the net proceeds
from the sale of the securities will be used for general corporate
purposes, including working capital, acquisitions, retirement of
debt and other business opportunities.
In the case of
a sale by the selling stockholder, we will not receive any of the
proceeds from such sale. We are required to bear the expenses
(other than underwriting discounts) incident to an offering by the
selling stockholder.
4
Table of
Contents
SELLING STOCKHOLDER
In addition to
the shares of our common stock that we may offer from time to time
in one or more offerings, this prospectus also relates to the
possible resale from time to time by Kenneth D. Tuchman of up to
6,000,000 shares of our common stock that were issued and
outstanding prior to the original date of filing of the
registration statement of which this prospectus forms a
part.
The following
table details the number of shares of our common stock that Kenneth
D. Tuchman beneficially owns and the number of shares of our common
stock that Kenneth D. Tuchman may offer for resale under this
prospectus. The following table has been prepared on the assumption
that all shares that Kenneth D. Tuchman may offer from time to time
pursuant to this prospectus are sold. The percentage of shares of
our common stock that Kenneth D. Tuchman beneficially owns both
prior to and following an offering of securities pursuant to this
prospectus is based on 46,386,727 shares of our common stock
outstanding as of June 30, 2019 and does not take into account
any securities issued by us pursuant to this prospectus. We cannot
advise you as to whether Kenneth D. Tuchman will in fact sell any
or all of such shares of our common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling Stockholder
|
|
Shares
beneficially
owned prior to
offering |
|
Percentage of
outstanding
shares
beneficially
owned prior to
offering |
|
Number of
shares being
registered
for resale |
|
Shares
beneficially
owned after
offering |
|
Percentage of
outstanding
shares
beneficially
owned after
offering |
|
Kenneth D. Tuchman(1)
|
|
|
31,463,707 |
(2)(3) |
|
67.8 |
% |
|
6,000,000 |
|
|
25,463,707 |
|
|
54.9 |
% |
- (1)
- The address of
Mr. Tuchman is 9197 S. Peoria Street, Englewood, CO
80112-5833.
- (2)
- Includes 31,453,707
shares subject to sole voting and investment power, and 10,000
shares with shared voting and investment power. The shares with
sole voting and investment power consist of: (i) 6,686,901
shares held by Mr. Tuchman; (ii) 14,766,806 shares held
by a limited liability partnership controlled by Mr. Tuchman;
and (iii) 10,000,000 shares held by a revocable trust
controlled by Mr. Tuchman. The shares with shared voting and
investment power consist of 10,000 shares owned by
Mr. Tuchman's spouse.
- (3)
- On May 7, 2018,
Mr. Tuchman entered into a Security Agreement with Wells Fargo
Bank, National Association, pursuant to the terms of which he
agreed to collateralize a certain personal loan with 3,070,000 of
TTEC common stock held in KDT Stock Revocable Trust ("2018 Security
Agreement"). Pursuant to 2018 Security Agreement, Mr. Tuchman
may pledge additional TTEC shares held by the Trust, directly, or
through other vehicles to collateralized additional advancements on
the Loan. The 2018 Security Agreement restates and supersedes a
certain security agreement for pledge of TTEC shares with Wells
Fargo Bank previously executed in December 2015.
Material Relationships with Selling Stockholder
A description
of certain relationships and related party transactions involving
Kenneth D. Tuchman is included in our
Definitive Proxy Statement on Schedule 14A filed with the SEC
on April 12, 2019 in the section entitled "Related Party
Transactions," which is incorporated herein by
reference.
5
Table of
Contents
DESCRIPTION OF CAPITAL STOCK
The following
description of certain terms of our capital stock does not purport
to be complete and is subject to, and qualified in its entirety by
reference to, our restated certificate of incorporation, as amended
(the "Certificate of Incorporation"), our amended and restated
bylaws, as amended (the "Bylaws"), and the applicable provisions of
the Delaware General Corporation Law (the "DGCL"). For more
information on how you can obtain the Certificate of Incorporation
and the Bylaws, see "Where You Can Find More
Information."
General
Under the
Certificate of Incorporation, we are authorized to issue up to
150,000,000 shares of common stock, par value $0.01 per share, and
10,000,000 shares of preferred stock, par value $0.01 per share. As
of June 30, 2019, there were 46,386,727 shares of common stock
outstanding and no shares of preferred stock
outstanding.
Common Stock
The holders of
our common stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Stockholders may not cumulate
their votes in the election of directors. Subject to preferences
that may be applicable to any outstanding preferred stock, the
holders of common stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available therefor. In
2015, our Board of Directors adopted a dividend policy, with the
intent to distribute a periodic cash dividend to stockholders of
our common stock, after consideration of, among other things,
TTEC's performance, cash flows from operations, capital needs and
liquidity factors. The Company paid the initial dividend in 2015
and has continued to pay a semi-annual dividend in October and
April of each year.
In the event of
liquidation, dissolution or winding up of TTEC, the holders of
common stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution rights
of preferred stock, if any, then outstanding. The common stock has
no preemptive or conversion rights or other subscription rights.
There are no redemption or sinking fund provisions applicable to
the common stock. All outstanding shares of common stock are fully
paid and non-assessable.
Preferred Stock
Our Board of
Directors has the authority to issue our preferred stock in one or
more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption
prices, liquidation preferences and the number of shares
constituting any series or the designation of such series, without
further vote or action by the stockholders. The issuance of
preferred stock may have the effect of delaying, deferring or
preventing a change in control of TTEC without further action by
the stockholders and may adversely affect the voting and other
rights of the holders of common stock. Holders of preferred stock
may be entitled to receive dividends (other than dividends of
common stock) before any dividends are payable to holders of common
stock.
The prospectus
supplement relating to any preferred stock being offered will
include specific terms relating to the offering.
Anti-Takeover Effects of Delaware Law
Delaware
Law. TTEC is
subject to the "business combination" provisions of
Section 203 of the Delaware General Corporation Law. In
general, such provisions prohibit a publicly held Delaware
corporation from engaging in various "business combination"
transactions with any interested
6
Table of
Contents
stockholder for a
period of three years after the date of the transaction in which
the person became an interested stockholder, unless:
- •
- the business
combination transaction or the transaction which resulted in the
stockholder becoming an interested stockholder is approved by the
Board of Directors prior to the date the interested stockholder
obtained such status;
- •
- upon consummation of
the transaction which resulted in the stockholder becoming an
interested stockholder, the stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the
transaction commenced, excluding for the purpose of determining the
number of shares outstanding those shares owned by the
corporation's officers and directors and by employee stock plans in
which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
- •
- on or subsequent to
such date the business combination is approved by the Board of
Directors and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least
662/3% of the outstanding voting stock
which is not owned by the interested stockholder.
A "business
combination" is defined to include mergers, asset sales and other
transactions resulting in financial benefit to a stockholder. In
general, an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own)
15% or more of a corporation's voting stock. The statute could
prohibit or delay mergers or other takeover or change in control
attempts with respect to TTEC and, accordingly, may discourage
attempts to acquire TTEC even though such a transaction may offer
TTEC's stockholders the opportunity to sell their stock at a price
above the prevailing market price.
Certificate
of Incorporation and Bylaws. Various provisions contained in the
Certificate of Incorporation and the Bylaws could delay or
discourage stockholder actions with respect to transactions
involving an actual or potential change of control of us or a
chance in our management and may limit the ability of our
stockholders to remove current management or approve transactions
that our stockholders may deem to be in their best interests. Among
other things, these provisions:
- •
- provide that special
meetings of stockholders may be called only by the Board of
Directors, the Chairman of the Board of Directors or by the Chief
Executive Officer of our company and not by the
stockholders;
- •
- provide that any
stockholder wishing to nominate persons for election as directors
at, or bring other business before, an annual meeting must deliver
to our secretary advance written notice of the stockholder's
intention to do so;
- •
- establish that state
courts located within the State of Delaware (or, if no state court
located within the State of Delaware has jurisdiction, the federal
district court for the District of Delaware) are the sole and
exclusive forum for certain disputes;
- •
- provide that the
Board of Directors may, by resolution adopted by a majority of the
directors, increase or decrease the number of directors on the
Board so long as the number of directors is not less than two nor
more than eleven;
- •
- do not permit
cumulative voting for directors; and
- •
- provide that
vacancies in our Board of Directors may be filled only by the
affirmative vote of a majority of the remaining
directors.
7
Table of
Contents
Stock Transfer Agent and Registrar
The Transfer
Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.
Listing
Our common
stock is listed on the NASDAQ Global Select Market under the symbol
"TTEC."
8
Table of
Contents
DESCRIPTION OF DEBT SECURITIES
The debt
securities will be our direct unsecured general obligations. The
debt securities will be issued under an indenture which may be
amended or supplemented from time to time, the form of which is
filed as an exhibit to the registration statement of which this
prospectus forms a part.
The applicable
prospectus supplement and/or other offering materials will describe
the material terms of the debt securities offered through that
prospectus supplement as well as any general terms described in
this section that will not apply to those debt securities. To the
extent the applicable prospectus supplement or other offering
materials relating to an offering of debt securities are
inconsistent with this prospectus, the terms of that prospectus
supplement or other offering materials will supersede the
information in this prospectus.
The prospectus
supplement relating to any series of debt securities that we may
offer will contain the specific terms of the debt securities. These
terms may include the following:
- •
- the title and
principal aggregate amount of the debt securities;
- •
- whether the debt
securities will be secured or unsecured;
- •
- whether the debt
securities are convertible or exchangeable into other
securities;
- •
- the percentage or
percentages of principal amount at which such debt securities will
be issued;
- •
- the interest rate(s)
or the method for determining the interest rate(s);
- •
- the dates on which
interest will accrue or the method for determining dates on which
interest will accrue and dates on which interest will be
payable;
- •
- the person to whom
any interest on the debt securities will be payable;
- •
- the places where
payments on the debt securities will be payable;
- •
- the maturity
date;
- •
- redemption or early
repayment provisions;
- •
- authorized
denominations;
- •
- form;
- •
- amount of discount or
premium, if any, with which such debt securities will be
issued;
- •
- whether such debt
securities will be issued in whole or in part in the form of one or
more global securities;
- •
- the identity of the
depositary for global securities;
- •
- whether a temporary
security is to be issued with respect to such series and whether
any interest payable prior to the issuance of definitive securities
of the series will be credited to the account of the persons
entitled thereto;
- •
- the terms upon which
the beneficial interests in a temporary global security may be
exchanged in whole or in part for beneficial interests in a
definitive global security or for individual definitive
securities;
- •
- any covenants
applicable to the particular debt securities being issued;
- •
- any defaults and
events of default applicable to the particular debt securities
being issued;
- •
- the guarantors of
each series, if any, and the extent of the guarantees, if
any;
- •
- any restriction or
condition on the transferability of the debt
securities;
9
Table of
Contents
- •
- the currency,
currencies, or currency units in which the purchase price for, the
principal of and any premium and any interest on, such debt
securities will be payable;
- •
- the time period
within which, the manner in which and the terms and conditions upon
which we or the purchaser of the debt securities can select the
payment currency;
- •
- the securities
exchange(s) on which the securities will be listed, if any;
- •
- whether any
underwriter(s) will act as market maker(s) for the
securities;
- •
- the extent to which a
secondary market for the securities is expected to develop;
- •
- our obligations or
right to redeem, purchase or repay debt securities under a sinking
fund, amortization or analogous provision;
- •
- provisions relating
to covenant defeasance and legal defeasance;
- •
- provisions relating
to satisfaction and discharge of the indenture;
- •
- provisions relating
to the modification of the indenture both with and without consent
of holders of debt securities issued under the indenture;
- •
- the law that will
govern the indenture and debt securities; and
- •
- additional terms not
inconsistent with the provisions of the indenture.
General
We may sell the
debt securities, including original issue discount securities, at
par or at a substantial discount below their stated principal
amount. Unless we inform you otherwise in a prospectus supplement,
we may issue additional debt securities of a particular series
without the consent of the holders of the debt securities of such
series outstanding at the time of issuance. Any such additional
debt securities, together with all other outstanding debt
securities of that series, will constitute a single series of
securities under the applicable indenture. In addition, we will
describe in the applicable prospectus supplement material U.S.
federal income tax considerations and any other special
considerations for any debt securities we sell which are
denominated in a currency or currency unit other than U.S. dollars.
Unless we inform you otherwise in the applicable prospectus
supplement, the debt securities will not be listed on any
securities exchange.
We expect most
debt securities to be issued in fully registered form without
coupons and in denominations of $1,000 and integral multiples
thereof. Subject to the limitations provided in the indenture and
in the prospectus supplement, debt securities that are issued in
registered form may be transferred or exchanged at the corporate
office of the trustee or the principal corporate trust office of
the trustee, without the payment of any service charge, other than
any tax or other governmental charge payable in connection
therewith.
If specified in
the applicable prospectus supplement, certain of our subsidiaries
will guarantee the debt securities. The particular terms of any
guarantee will be described in the related prospectus
supplement.
Governing Law
The indentures
and the debt securities will be construed in accordance with and
governed by the laws of the State of New York.
10
Table of
Contents
DESCRIPTION OF WARRANTS
We may issue
warrants to purchase our debt or equity securities or securities of
third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or
more specified commodities, currencies, securities or indices, or
any combination of the foregoing. Warrants may be issued
independently or together with any other securities and may be
attached to, or separate from, such securities. Each series of
warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any
warrants to be issued and a description of the material provisions
of the applicable warrant agreement will be set forth in the
applicable prospectus supplement.
The applicable
prospectus supplement will describe the following terms of any
warrants in respect of which this prospectus is being
delivered:
- •
- the title of such
warrants;
- •
- the aggregate number
of such warrants;
- •
- the price or prices
at which such warrants will be issued;
- •
- the currency or
currencies in which the price of such warrants will be
payable;
- •
- the securities or
other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices, or any
combination of the foregoing, purchasable upon exercise of such
warrants;
- •
- the price at which
and the currency or currencies in which the securities or other
rights purchasable upon exercise of such warrants may be
purchased;
- •
- the date on which the
right to exercise such warrants shall commence and the date on
which such right shall expire;
- •
- if applicable, the
minimum or maximum amount of such warrants which may be exercised
at any one time;
- •
- if applicable, the
designation and terms of the securities with which such warrants
are issued and the number of such warrants issued with each such
security;
- •
- if applicable, the
date on and after which such warrants and the related securities
will be separately transferable;
- •
- information with
respect to book-entry procedures, if any;
- •
- if applicable, a
discussion of any material United States federal income tax
considerations; and
- •
- any other terms of
such warrants, including terms, procedures and limitations relating
to the exchange and exercise of such warrants.
11
Table of
Contents
DESCRIPTION OF PURCHASE
CONTRACTS
We may issue
purchase contracts for the purchase or sale of:
- •
- debt or equity
securities issued by us or securities of third parties, a basket of
such securities, an index or indices of such securities or any
combination of the above as specified in the applicable prospectus
supplement;
- •
- currencies; or
- •
- commodities.
Each purchase
contract will entitle the holder thereof to purchase or sell, and
obligate us to sell or purchase, on specified dates, such
securities, currencies or commodities at a specified purchase
price, which may be based on a formula, all as set forth in the
applicable prospectus supplement. We may, however, satisfy our
obligations, if any, with respect to any purchase contract by
delivering the cash value of such purchase contract or the cash
value of the property otherwise deliverable or, in the case of
purchase contracts on underlying currencies, by delivering the
underlying currencies, as set forth in the applicable prospectus
supplement. The applicable prospectus supplement will also specify
the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions relating
to the settlement of a purchase contract.
The purchase
contracts may require us to make periodic payments to the holders
thereof or vice versa, which payments may be deferred to the extent
set forth in the applicable prospectus supplement, and those
payments may be unsecured or prefunded on some basis. The purchase
contracts may require the holders thereof to secure their
obligations in a specified manner to be described in the applicable
prospectus supplement. Alternatively, purchase contracts may
require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such
pre-paid purchase contracts on the relevant settlement date may
constitute indebtedness. Accordingly, pre-paid purchase contracts
will be issued under an indenture.
12
Table of
Contents
DESCRIPTION OF UNITS
As specified in
the applicable prospectus supplement, we may issue units consisting
of one or more purchase contracts, warrants, debt securities,
shares of preferred stock, shares of common stock or any
combination of such securities. The applicable supplement will
describe:
- •
- the terms of the
units and of the warrants, debt securities and common stock
comprising the units, including whether and under what
circumstances the securities comprising the units may be traded
separately;
- •
- a description of the
terms of any unit agreement governing the units; and
- •
- a description of the
provisions for the payment, settlement, transfer or exchange of the
units.
13
Table of
Contents
PLAN OF DISTRIBUTION
TTEC and/or the
selling stockholder, if applicable, may sell the securities in one
or more of the following ways (or in any combination) from time to
time:
- •
- through underwriters
or dealers;
- •
- directly to a limited
number of purchasers or to a single purchaser;
- •
- through
agents;
- •
- through a combination
of any such methods; or
- •
- through any other
methods described in a prospectus supplement.
The prospectus
supplement will state the terms of the offering of the securities,
including:
- •
- the name or names of
any underwriters, dealers or agents;
- •
- the purchase price of
such securities and the proceeds to be received by TTEC, if
any;
- •
- any underwriting
discounts or agency fees and other items constituting underwriters'
or agents' compensation;
- •
- any initial public
offering price;
- •
- any discounts or
concessions allowed or reallowed or paid to dealers; and
- •
- any securities
exchanges on which the securities may be listed.
Any initial
public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to
time.
If we and/or
the selling stockholder, if applicable, use underwriters in the
sale, the securities will be acquired by the underwriters for their
own account and may be resold from time to time in one or more
transactions, including:
- •
- negotiated
transactions;
- •
- at a fixed public
offering price or prices, which may be changed;
- •
- at market prices
prevailing at the time of sale;
- •
- at prices related to
prevailing market prices; or
- •
- at negotiated
prices.
Unless
otherwise stated in a prospectus supplement, the obligations of the
underwriters to purchase any securities will be conditioned on
customary closing conditions and the underwriters will be obligated
to purchase all of such series of securities, if any are
purchased.
We and/or the
selling stockholder, if applicable, may sell the securities through
agents from time to time. The prospectus supplement will name any
agent involved in the offer or sale of the securities and any
commissions we pay to them. Generally, any agent will be acting on
a best efforts basis for the period of its appointment.
We and/or the
selling stockholder, if applicable, may authorize underwriters,
dealers or agents to solicit offers by certain purchasers to
purchase the securities from TTEC at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in
the future. The contracts will be subject only to those conditions
set forth in the prospectus supplement, and the prospectus
supplement will set forth any commissions we pay for solicitation
of these contracts.
14
Table of
Contents
Underwriters
and agents may be entitled under agreements entered into with TTEC
and/or the selling stockholder, if applicable, to indemnification
by TTEC and/or the selling stockholder, if applicable, against
certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"), or to
contribution with respect to payments which the underwriters or
agents may be required to make. Underwriters and agents may be
customers of, engage in transactions with, or perform services for
TTEC and its affiliates in the ordinary course of
business.
Each series of
securities will be a new issue of securities and will have no
established trading market other than the common stock, which is
listed on the NASDAQ Global Select Market. Any underwriters to whom
securities are sold for public offering and sale may make a market
in the securities, but such underwriters will not be obligated to
do so and may discontinue any market making at any time without
notice. The securities, other than the common stock, may or may not
be listed on a national securities exchange.
15
Table of
Contents
WHERE YOU CAN FIND MORE
INFORMATION
We file annual,
quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an Internet site at
http://www.sec.gov from which interested persons can electronically
access our SEC filings, including the registration statement and
the exhibits and schedules thereto.
The SEC allows
us to "incorporate by reference" the information we file with them,
which means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information
that we file later with the SEC and which is incorporated by
reference will automatically update and supersede this information.
We incorporate by reference the documents listed below and all
future filings made pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act (other than information in the documents
or filings that is deemed to have been furnished and not filed)
until the termination of the offerings of all of the securities
covered by this prospectus.
- •
-
Annual Report on Form 10-K for the year ended
December 31, 2018 filed with the SEC on March 6,
2019;
- •
-
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2019 filed with the SEC on May 7,
2019;
- •
- Current Reports on
Form 8-K filed with the SEC on
February 26, 2019,
April 23, 2019,
May 21, 2019 and
May 24, 2019;
- •
-
Definitive Proxy Statement on Schedule 14A filed with the SEC
on April 12, 2019; and
- •
-
The description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC on July 19,
1996.
We will
provide, upon written or oral request, to each person to whom a
prospectus is delivered, including any beneficial owner, a copy of
any or all of the information that has been incorporated by
reference into the prospectus but not delivered with the
prospectus. You may request a copy of these filings at no cost.
Requests for documents should be directed to:
TTEC
Holdings, Inc.
9197 S. Peoria Street
Englewood, CO 80112-5833
(303) 397-8100
16
Table of
Contents
CAUTIONARY NOTE ABOUT FORWARD-LOOKING
STATEMENTS
This
prospectus, including the documents incorporated by reference
herein, contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act, Section 21E of the
Exchange Act, and the Private Securities Litigation Reform Act of
1995, relating to our operations, expected financial position,
results of operation, and other business matters that are based on
our current expectations, assumptions, and projections with respect
to the future, and are not a guarantee of performance. In many
cases, you can identify forward-looking statements by terms such as
"may," "believe," "plan," "will," "anticipate," "estimate,"
"expect," "intend," "project," "would," "could," "target," or
similar expressions.
We caution you
not to rely unduly on any forward-looking statements. Actual
results may differ materially from what is expressed in the
forward-looking statements, and you should review and consider
carefully the risks, uncertainties and other factors that affect
our business and may cause such differences as outlined but are not
limited to factors discussed in under the caption entitled "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2018. Specifically, we would like for you
to focus on risks related to our strategy execution, our ability to
innovate and introduce technologies that are sufficiently
disruptive to allow us to maintain and grow our market share,
cybersecurity risks and risks inherent to our equity
structure.
Although we
believe that the assumptions inherent in the forward-looking
statements contained in this prospectus are reasonable, undue
reliance should not be placed on these statements, which only apply
as of the date hereof. Except as required by applicable securities
law, we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of
unanticipated events.
LEGAL MATTERS
The validity of
the issuance of the offered securities will be passed upon for TTEC
by Hogan Lovells US LLP. Additional legal matters may be
passed upon for us or any underwriters, dealers or agents by
counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The financial
statements and management's assessment of the effectiveness of
internal control over financial reporting (which is included in
Management's Report on Internal Control over Financial Reporting)
incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended
December 31, 2018 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
17
Table of
Contents

3,000,000 Shares
TTEC
Holdings, Inc.
Common Stock
PROSPECTUS SUPPLEMENT
Joint Book Running Managers
|
|
|
|
|
BofA
Securities |
|
|
|
Morgan Stanley |
Cowen |
|
Craig-Hallum Capital Group |
|
William Blair |
Co-Managers
|
|
|
Northland Capital
Markets |
|
HSBC |
,
2019
TTEC (NASDAQ:TTEC)
Historical Stock Chart
From Dec 2020 to Jan 2021
TTEC (NASDAQ:TTEC)
Historical Stock Chart
From Jan 2020 to Jan 2021