UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On December 23, 2024, Cerence Inc. (the “Company”) delivered notice of termination of that certain Credit Agreement, dated as of June 12, 2020, by and among the Company, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent (as amended by Amendment No. 1, dated December 17, 2020, Amendment No. 2, dated November 22, 2022 and Amendment No 3, dated April 12, 2024) (the “Credit Agreement”), with such termination to be effective as of December 31, 2024. There are no revolving loans outstanding under the Credit Agreement.
| Item 7.01 | Regulation FD Disclosure. |
A press release, dated December 23, 2024, announcing the repurchase of the Notes (as defined below) is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On December 23, 2024, the Company entered into privately negotiated transactions with certain holders of its 3.00% Convertible Senior Notes due 2025 (the “Notes”), pursuant to which the Company agreed to repurchase approximately $27 million aggregate principal amount of Notes from such holders at a cash repurchase price equal to 98.5% of their principal amount together with accrued and unpaid interest to (but not including) the date of repurchase. The Company intends to cancel the repurchased Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Cerence Inc. on December 23, 2024 (furnished herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Cerence Inc. | ||||||
| Date: December 23, 2024 | By: | /s/ Brian Krzanich | ||||
| Name: | Brian Krzanich | |||||
| Title: | Chief Executive Officer | |||||