Convergys starts exchange offer for 4 7/8% notes due 2009

New York, Sept. 9 - Convergys Corp. said it has started its previously announced offer to exchange up to $122,549,019 of its existing 4 7/8% senior notes due 2009 for up to $125 million principal amount of new 5¾% junior subordinated convertible debentures due 2029.

Holders will receive $1,020 principal amount of convertibles for each $1,000 principal amount of 4 7/8% notes tendered. Holders will also receive accrued interest up to but excluding the settlement date.

There was $192.6 million principal amount of the 4 7/8% notes outstanding as of Aug. 26.

If the offer is oversubscribed, notes will be accepted on a pro rata basis.

The new debentures will be convertible will be convertible in certain circumstances into cash and common stock. The initial conversion price will be the greater of $11.93 and 125% of the averaged volume-weighted average price of the company's stock for the three trading days ending on the second business day prior to the expiration date.

The new convertibles will be callable at par beginning Sept. 15, 2019 if Convergys' stock closes at or above 150% of the conversion price for at least 20 trading days during any 30-trading-day period.

The offer is conditioned on the issue of at least $50 million principal amount of convertibles.

The offer expires at midnight ET on Oct. 6.

J.P. Morgan Securities Inc. is the dealer manager (800 261-5767 or 212 622-2781), U.S. Bank NA the exchange agent, and D.F. King & Co., Inc. the information agent (800) 290-6427 or 212 269-5550).

Convergys is a Cincinnati-based relationship management services company.

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