Davis Polk & Wardwell LLP advised J.P. Morgan Securities Inc. as sole lead dealer manager in connection with an exchange offer by Convergys Corporation to exchange up to $125 million aggregate principal amount of its new 5.75% junior subordinated convertible debentures due 2029 for up to $122,549,019 aggregate principal amount of its outstanding 4.875% senior notes due 2009.

Based in Cincinnati, Ohio, Convergys is a global leader in relationship management and has approximately 70,000 employees in 82 customer contact centers and other facilities in the United States, Canada, Latin America, Europe, the Middle East and Asia. Convergys clients span 70 countries and 35 languages.

The Davis Polk corporate team included partner Richard D. Truesdell Jr. and associates Tabea Y. Hsi, Sonal Jain, Ernest Lim and Andrea S. Mparadzi. Partner Mark M. Mendez and associates Jenny M. Dahlen and Derek Dostal provided derivatives advice. Partners Michael Farber and Lucy W. Farr and associate Devasish Majumdar provided tax advice. Gwendolyn P. Ranada and Devin Chadderton were the legal assistants for the transaction. All members of the Davis Polk team are based in the New York office.