Current Report · Items 1.01, 1.02, 2.04, 3.03, 7.01, 9.01 · 8-K
Unisys Corporation
UISNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Triggering Events That Accelerate or Increase a Direct Financial Obligation · Material Modification to Rights of Security Holders · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On June 27, 2025, Unisys Corporation (the “Company”) entered into a supplemental indenture (the “Supplemental Indenture”), between the Company, the subsidiary guarantors party thereto, and Computershare Trust Company, N.A.…
Filed Jun 27, 2025Accepted Jun 27, 2025, 1:20 PM EDTCIK 746838Accession 0001104659-25-063705
Company context
A HERITAGE OF INNOVATION • Roots dating back over 150 years • Became Unisys in 1986 • Servicing our top 50 clients for an average of 20 years CLIENT-FIRST WORKFORCE • ~15K associates • ~8K engineers • 30+ countries GLOBAL PRESENCE • Blue Bell, PA headquarters • 120+ countries where Unisys services clients • 700+ clients • 100+ ecosystem partners INDUSTRY RECOGNIZED • 21 global leader rankings • 42 global report placements REVENUE • ~$2.0B | FY25 annual revenue • Diversified by industry, geography, and client A global mission-critical IT services and solutions partner
Current securities
Disclosure sections
Items 1.01, 1.02, 2.04, 3.03, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 27, 2025, Unisys Corporation (the “Company”)
entered into a supplemental indenture (the “Supplemental Indenture”), between the Company, the subsidiary guarantors party
thereto, and Computershare Trust Company, N.A. (the “Trustee”), to the indenture, dated as of October 29, 2020, as supplemented
to date (the “Indenture”), relating to the Company’s 6.875% Senior Secured Notes due 2027 (the “Notes”).
The Supplemental Indenture effects certain amendments
(the “Amendments”) to the Indenture for which consents were solicited in connection with the Company’s previously announced
tender offer (the “Tender Offer”) and consent solicitation with respect to the Notes. Specifically, the Supplemental Indenture
amends the Indenture by eliminating substantially all restrictive covenants and certain events of default applicable to the Notes, and
releases all of the collateral securing the Notes and modifies certain other provisions in the Indenture. As of 5:00 p.m., New York City
time, on June 25, 2025, $480,054,000 aggregate principal amount of the Notes, representing approximately 98.98% of the outstanding principal
amount of the Notes, had been validly tendered and not validly withdrawn, which amount was sufficient to constitute the requisite consents
to approve the Amendments.
The foregoing description of the Supplemental Indenture
does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of
which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement.
On June 27, 2025, the Company satisfied and discharged
the Indenture. In connection with the satisfaction and discharge, the Company issued a notice of redemption (the “Redemption
Notice”) for the entire outstanding principal amount of the outstanding Notes on November 1, 2025 (the “Redemption Date”).
On June 27, 2025, the Company irrevocably deposited $5,117,000 in United States government securities with the Trustee, representing the
redemption price of the outstanding Notes, equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued but
unpaid interest on the Notes to be redeemed to, but not including, the Redemption Date (the “Redemption Price”). As a result
of the satisfaction and discharge, the Indenture ceased to be of further effect except as to rights of registration of transfer or exchange
of Notes which survive until all Notes have been canceled and the rights, protections and immunities of the Trustee, as expressly provided
for in the Indenture.
The Company used a portion of the net proceeds
from its previously announced offering and sale of $700,000,000 aggregate principal amount of its 10.625% senior secured notes due 2031
to fund the satisfaction and discharge of the Indenture.
This Current Report on Form 8-K is not an offer
to buy, or a notice of redemption with respect to, the Notes or any other securities.
Item 2.04Item 2.04 - Triggering Events
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth under Item 1.02 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On June 26,
2025, the Company announced the early results of its previously announced Tender Offer. The deadline for Notes holders to tender their
Notes in order to qualify for the payment of the early tender premium in addition to the tender offer consideration expired at 5:00 p.m.,
New York City time, on June 25, 2025 (the “Early Tender Expiration Date”). As of the Early Tender Expiration Date, $480,054,000,
or 98.98%, of the $485,000,000 aggregate principal amount of the Notes outstanding prior to the Tender Offer had been validly tendered
and not withdrawn in the Tender Offer. The Company accepted for purchase all of the Notes validly tendered and not validly withdrawn in
the Tender Offer at or prior to the Early Tender Expiration Date on June 27, 2025 (the “Early Settlement Date”).
The Company
will continue accepting Notes until 5:00 p.m., New York City time, on July 11, 2025. Holders who tender during this time will receive
$976.25 per $1,000 principal amount of Notes, plus accrued but unpaid interest, with payment expected on July 14, 2025. The Tender Offer
is made pursuant to the Company’s Offer to Purchase dated June 11, 2025. BofA Securities, Inc. is acting as the dealer manager for
the Tender Offer. Global Bondholder Services Corporation is serving as the tender and information agent for the Tender Offer. This Current
Report on Form 8-K is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance
of the Tender Offer.
The press
release announcing the early results of the Tender Offer is attached hereto as Exhibit 99.1.
The information
in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information
in Item 7.01 and in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed with the
Securities and Exchange Commission by the Company, whether before or after the date hereof, regardless of any general incorporation language
in such filing, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (2)
EX-4.1 (by filename) tm2517689d3_ex4-1.htmEX-4.1
2
tm2517689d3_ex4-1.htm
EXHIBIT 4.1
Exhibit 4.1
SUPPLEMENTAL INDENTURE
Dated as of June 27, 2025
Among
UNISYS CORPORATION,
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as
Trustee and as Collateral Trustee
6.875% SENIOR SECURED NOTES DUE 2027
This Supplemental Indenture (this “Supplemental
Indenture”), dated as of June 27, 2025, among Unisys Corporation, a Delaware corporation (the “Company”),
the Subsidiary Guarantors party hereto (together with their respective successors and assigns, the “Subsidiary Guarantors”),
and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such
capacity, the “Collateral Trustee”), under the Indenture (as defined herein). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Indenture.
W I T N E S S E T H
WHEREAS, the Company, the Subsidiary
Guarantors, the Collateral Trustee and the Trustee have heretofore executed and delivered to the Trustee an indenture dated as of October
29, 2020 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Indenture”),
providing for the issuance of 6.875% …
Open exhibit ↗EX-99.1 (by filename) tm2517689d3_ex99-1.htmEX-99.1
3
tm2517689d3_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
News
Release
Unisys Announces Early Results of Previously Announced Cash Tender
Offer
BLUE BELL, Pa., June 26, 2025 - Unisys Corporation (NYSE: UIS)
(“we,” “us,” “our,” “Unisys” or the “Company”) is releasing early results
as of 5:00 p.m., New York City time, on June 25, 2025 (the “Early Tender Expiration”), of our previously announced (i) tender
offer (the “Tender Offer”) to purchase for cash any and all of our outstanding 6.875% Senior Secured Notes due 2027 (the “Notes”)
and (ii) solicitation of consents from holders (each, a “Holder” and, collectively, the “Holders”) of the Notes
(the “Consent Solicitation”) to proposed amendments (the “Proposed Amendments”) to the indenture governing the
Notes (the “Indenture”).
Tender Offer Highlights
As of 5:00 p.m. New York City time, on June 25, 2025, 98.98% of the Notes have been validly tendered and not withdrawn.
We expect to purchase all Notes tendered on or before June 25, 2025 on June 27, 2025 (the “Early Settlement Date”) for $1,006.25 per $1,000 principal (the “Total Consideration”) amount of Notes plus accrued but unpaid interest to, but excluding, the Ea…
Open exhibit ↗