TTEC TTEC Holdings Inc

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

5251 DTC Parkway, Suite 995

Greenwood Village, CO 80111

(303) 397-8100

With copies to:

Andrew J. Nussbaum

Eric M. Feinstein

Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, NY 10019

Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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SCHEDULE 13D

CUSIP No. 89854H 102
	1	Names of Reporting Persons Kenneth D. Tuchman
	2	Check the Appropriate Box if a Member of a Group
		(a)	☒
		(b)	☐
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO (See Item 3)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 6,526,401
		8	Shared Voting Power 21,326,806 (1)
		9	Sole Dispositive Power 6,526,401
		10	Shared Dispositive Power 21,326,806 (1)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 27,853,207
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
	13	Percent of Class Represented by Amount in Row (11) 58.4% (2)
	14	Type of Reporting Person (See Instructions) IN

__________________

(1) Consists of (i) 14,766,806 shares beneficially owned by Mr. Tuchman in his capacity as the controlling person of Mantucket Capital Management Corporation, the sole general partner of KDT Family, LLLP, (ii) 6,550,000 shares beneficially owned by Mr. Tuchman in his capacity as the sole trustee of KDT Stock Revocable Trust, and (iii) 10,000 shares beneficially owned by Mr. Tuchman’s spouse. Mr. Tuchman disclaims beneficial ownership of all shares beneficially owned by his spouse.

(2) Based on 47,723,922 shares of Common Stock outstanding as of July 31, 2024, according to information provided by TTEC Holdings, Inc., a Delaware corporation (the “Company”).

 

CUSIP No. 89854H 102
	1	Names of Reporting Persons KDT Stock Revocable Trust
	2	Check the Appropriate Box if a Member of a Group
		(a)	☒
		(b)	☐
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO (See Item 3)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization Colorado
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 6,550,000 (1)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 6,550,000 (1)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,550,000
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
	13	Percent of Class Represented by Amount in Row (11) 13.7% (2)
	14	Type of Reporting Person (See Instructions) OO

__________________

(1) Power is shared with its sole trustee, Kenneth D. Tuchman.

(2) Based on 47,723,922 shares of Common Stock outstanding as of July 31, 2024, according to information provided by the Company.

 

CUSIP No. 89854H 102
	1	Names of Reporting Persons KDT Family, LLLP
	2	Check the Appropriate Box if a Member of a Group
		(a)	☒
		(b)	☐
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO (See Item 3)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization Colorado
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 14,766,806 (1)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 14,766,806 (1)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 14,766,806
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
	13	Percent of Class Represented by Amount in Row (11) 30.9% (2)
	14	Type of Reporting Person (See Instructions) PN

__________________

(1) Power is shared with its sole general partner, Mantucket Capital Management Corporation, and Kenneth D. Tuchman, the controlling person of Mantucket Capital Management Corporation.

(2) Based on 47,723,922 shares of Common Stock outstanding as of July 31, 2024, according to information provided by the Company.

 

CUSIP No. 89854H 102
	1	Names of Reporting Persons Mantucket Capital Management Corporation
	2	Check the Appropriate Box if a Member of a Group
		(a)	☒
		(b)	☐
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO (See Item 3)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization Colorado
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 14,766,806 (1)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 14,766,806 (1)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 14,766,806
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
	13	Percent of Class Represented by Amount in Row (11) 30.9% (2)
	14	Type of Reporting Person (See Instructions) CO

__________________

(1) Consists of 14,766,806 shares beneficially owned by Mantucket Capital Management Corporation in its capacity as the sole general partner of KDT Family, LLLP.

(2) Based on 47,723,922 shares of Common Stock outstanding as of July 31, 2024, according to information provided by the Company.

 

EXPLANATORY NOTE

This Amended Statement on Schedule 13D (this “Amendment”), the third amendment to the April 10, 2019 Schedule 13D as amended on December 26, 2019 and January 17, 2020 (as so amended, the “13D”), is being jointly filed by Kenneth D. Tuchman, KDT Stock Revocable Trust (the “Trust”), KDT Family, LLLP (the “Limited Partnership”) and Mantucket Capital Management Corporation (the “General Partner,” and together with Mr. Tuchman, the Trust and the Limited Partnership, the “Reporting Persons”) and relates to the common stock, par value $0.01 per share (“Common Stock”), of TTEC Holdings, Inc. (the “Company”).

Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the initial 13D.

Item 1. Security and Issuer.

Item 1 of the 13D is hereby amended by amending and restating the last sentence thereof as follows:

The principal executive offices of the Company are located at 6312 South Fiddler’s Green Circle, Suite 100N, Greenwood Village, Colorado 80111.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the 13D is hereby supplemented to include the following information at the end of Item 3:

The Reporting Persons have not obtained any financing commitment or agreed to any financing terms regarding the transactions contemplated by the Proposal (as defined below). Third party financing for the transactions contemplated by the Proposal is subject to negotiation, and the Reporting Persons can provide no assurances that they will be able obtain financing or negotiate definitive agreements with respect to financing on terms acceptable to them.

Item 4. Purpose of Transaction.

Item 4 of the 13D is hereby supplemented to include the following information at the end of Item 4:

On September 27, 2024, Mr. Tuchman delivered a non-binding proposal to the Board of Directors of the Company (the “Board”) to acquire all of the outstanding shares of Common Stock not already owned by the Reporting Persons for cash consideration at a purchase price of $6.85 per share of Common Stock (the “Proposal”).

In the Proposal, Mr. Tuchman indicated his expectation that the Board will establish and empower a special committee consisting solely of independent and disinterested directors (the “Special Committee”) and delegate to the Special Committee the authority to evaluate and negotiate the Proposal and any other matters the disinterested members of the Board may determine to delegate to the Special Committee.

The Proposal specifies that any Reporting Person’s entrance into a binding agreement with respect to the Proposal will be conditioned upon, among other things, negotiation and execution of a mutually satisfactory binding agreement with respect to the Proposal, as well as the receipt by the Reporting Persons of equity and/or debt financing commitments in an amount and on terms acceptable to the Reporting Persons.

The Proposal also states that the Reporting Persons will only pursue a transaction that is expressly conditioned on the procedures described in Kahn v. M&F Worldwide Corp. and its progeny under Delaware law. Any potential transaction would (among other things) have to be (1) approved by a fully empowered special committee consisting solely of independent and disinterested directors and (2) subject to a non-waivable condition requiring the approval of the holders of a majority of the outstanding shares of Common Stock that are not owned by the Reporting Persons or their affiliates and associates or Company executive management.

 

The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by the full text of the Proposal, which is attached as Exhibit 99.1 to this 13D and is incorporated herein by reference.

While the Proposal remains under consideration by the Special Committee, the Reporting Persons and their representatives expect to pursue discussions with potential financing sources to provide committed financing for the Proposal, and to respond to inquiries from and engage in negotiations with the Special Committee and its independent legal and financial advisors regarding the Proposal.

The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including an acquisition of additional securities of the Company, an extraordinary corporate transaction (such as a merger) involving the Company, delisting of the Common Stock from the NASDAQ and other material changes in the Company’s business or corporate structure.

No assurances can be given that a definitive agreement regarding a Proposal will be reached or that the transaction contemplated by the Proposal or any other potential transaction involving any of the Reporting Persons or their affiliates and the Company will be consummated, or if a transaction is undertaken, as to its ultimate terms or timing. The Proposal is non-binding and the Reporting Persons reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. If the transaction contemplated by the Proposal is not consummated, the Reporting Persons will continue to review their investment in the Company on a continuing basis and may in the future take or propose to take such actions with respect to their investment in the Company as they deem appropriate.

Item 5. Interest in Securities of the Issuer.

Item 5 of the 13D is hereby amended and restated in its entirety as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above.

Item 7. Material to be Filed as Exhibits.

Item 7 of the 13D is hereby supplemented by adding the following exhibit:

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Kenneth D. Tuchman

September 27, 2024

Board of Directors

TTEC Holdings, Inc.

6312 South Fiddler’s Green Circle

Suite 100N

Greenwood Village, CO 80111

Dear Members of the Board of Directors:

As you know, I founded TTEC Holdings, Inc. (“TTEC” or the “Company”) more than 40 years ago and am proud of the business we have built over the decades. Given the rapid pace of change in our industry and the evolution of our business to meet the challenges of this dynamic environment, I have come to the conclusion that it is in the best interest of TTEC and its business partners, employees and shareholders to return to being a private and entrepreneurially led company. I am therefore submitting a non-binding proposal (the “Proposal”) to acquire all of the outstanding shares of common stock (the “Common Stock”) of the Company not already owned by me and my controlled affiliates (collectively, the “Proposing Group”) for cash consideration at a purchase price of $6.85 per share. This proposal is preliminary as further described in this letter.

The proposed purchase price represents a premium of 55% to the volume-weighted average price of the Common Stock for the 30 trading days ending on September 27, 2024 and a 69% premium to the most recent closing price.

Exploring a take-private transaction is an important step at this juncture for TTEC. Such a transaction should provide benefits for all stakeholders – it would allow public shareholders to obtain liquidity, derisking their investment at a significant premium to the Company’s current share price and at an implied transaction multiple above that of the Company’s peers. At the same time, the Proposal will provide TTEC and its employees with the freedom to operate and make the strategic investments necessary to ensure long-term success, without the short-term focus of quarterly reporting and the other limitations attendant to being a public company.

The Proposing Group anticipates that the Board of Directors will establish and empower a special committee consisting solely of independent and disinterested directors (the “Special Committee”) as required by Delaware law and will delegate to the Special Committee the authority to evaluate and negotiate the Proposal, as well as any other matters the Board (with myself recused) may decide. We expect that the Special Committee will select and engage its own independent financial and legal advisors, and we look forward to working with them.

The Proposal is conditioned upon, among other things, negotiation and execution of a mutually satisfactory binding agreement with respect to the Proposal, as well as the receipt by the Proposing Group of equity and/or debt financing commitments in an amount and on terms acceptable to the Proposing Group. The Proposing Group has identified financial and legal advisors to work with to finalize the Proposal, and, with your engagement on behalf of the Company’s other shareholders, will pursue detailed discussions with potential financing sources to provide committed financing for the Proposal.

In addition, the Proposing Group will only pursue a transaction that is expressly conditioned on the procedures described in Kahn v. M&F Worldwide Corp. and its progeny under Delaware law. Any potential transaction would (among other things) have to be (a) approved by a fully empowered Special Committee as described above, and (b) subject to a non-waivable condition requiring the approval of the holders of a majority of the outstanding shares of Common Stock that are not owned by members of the Proposing Group or their affiliates and associates or Company executive management (a “majority-of-the-minority” condition).

I founded TTEC with the goal of humanizing the customer experience, and continue to be deeply invested in the success of the business – the members of the Proposing Group beneficially own approximately 58% of the outstanding Common Stock. We make this Proposal based on our view that it will deliver full and fair value to the Company’s public shareholders, and will be beneficial to the business of the Company, our customers and business partners. We do not have any present intention to sell our Common Stock or pursue any merger or other similar extraordinary transaction relating to the Company that would result in a change in control or dilute in any meaningful respect our economic and voting interest in the Company. We recognize too that our Proposal may not result in a definitive, completed transaction, as either the Special Committee or the unaffiliated shareholders of the Company may not approve the Proposal. We would respect such an outcome, and it would not adversely affect the Proposing Group’s ongoing relationship with the Company, nor my commitment to the long-term success of TTEC.

This letter is a non-binding expression of interest only, and the Proposing Group reserves the right to withdraw or modify the Proposal in any manner at any time, or to terminate discussions and negotiations with the Special Committee at any time in our sole discretion.

We thank you for your attention and are prepared to work expeditiously with the Special Committee and its advisors to agree to a definitive transaction. We look forward to working with you.

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