UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 9, 2022, Teradata Corporation (“Teradata”) entered into an accelerated share repurchase agreement (“ASR”) with JPMorgan Chase Bank, National Association (“JPMorgan Chase”) to purchase shares of its common stock from JPMorgan Chase for an aggregate purchase price of $250 million. Teradata is purchasing these shares as part of its $1 billion open market share repurchase authorization, under which approximately $913 million will remain available after giving effect to the ASR.
Under the ASR, Teradata is paying JPMorgan Chase $250 million at the commencement of the agreement and is receiving an initial delivery of approximately 3.9 million shares of Teradata common stock, based on the closing price of the common stock of $50.89 on February 8, 2022. The final number of shares that will be delivered to Teradata under the ASR will be based on the average of the daily volume-weighted average trading prices of Teradata’s common stock during the term of the ASR, less a discount.
At settlement, under certain circumstances JPMorgan Chase may be required to deliver additional shares of Teradata common stock to Teradata, or in other circumstances, Teradata may be required to deliver, at its discretion, either shares of its common stock or cash to JPMorgan Chase. Under the ASR, the terms of the transaction are subject to certain adjustments, including adjustments arising if Teradata were to enter into or announce certain specified transactions or take certain corporate actions before the final settlement.
| Item 8.01 | Other Events. |
On February 9, 2022, Teradata issued a press release announcing its entry into the ASR with JPMorgan Chase. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibits are attached with this current report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press release issued by Teradata Corporation on February 9, 2022 announcing its entry into an accelerated share repurchase agreement with JPMorgan Chase Bank, National Association. | |
| 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.
| TERADATA CORPORATION | ||||||
| Date: February 9, 2022 | By: | /s/ Claire Bramley | ||||
| Name: | Claire Bramley | |||||
| Title: | Chief Financial Officer | |||||