NORTH CANTON, Ohio,
July 7, 2020 /PRNewswire/ --
Diebold Nixdorf, Incorporated (NYSE:
DBD) today announced that it has commenced an offering of
$690 million aggregate principal
amount of senior secured notes due 2025 (the "U.S. Notes"). In
addition, its wholly-owned subsidiary, Diebold Nixdorf Dutch Holding B.V. (the "Euro
Notes Issuer"), has commenced an offering of €350 million aggregate
principal amount of senior secured notes due 2025 (the "Euro Notes"
and, together with the U.S. Notes, the "Notes") in separate
offerings (the "Notes Offerings") that are exempt from the
registration requirements of the Securities Act of 1933 (the
"Securities Act"). Both offerings are subject to market
conditions.
The company intends to use the net proceeds of the Notes
Offerings, along with cash on hand, to repay a portion of the
amounts outstanding under its senior credit facility (the "Senior
Credit Facility"), including all amounts outstanding under the term
loan A facility and term loan A-1 facility and approximately
$194 million revolving credit loans,
including all revolving credit loans due in December 2020, and for the payment of all related
fees and expenses.
It is expected that the Notes will be guaranteed on a senior
secured basis by (i) all of Diebold
Nixdorf's existing and future direct and indirect U.S.
subsidiaries that guarantee the Senior Credit Facility and (ii) all
of Diebold Nixdorf's existing and
future direct and indirect U.S. subsidiaries (other than
securitization subsidiaries, immaterial subsidiaries and certain
other subsidiaries) that guarantee any of the Euro Notes Issuer's
or Diebold Nixdorf's or its
subsidiary guarantors' indebtedness for borrowed money
(collectively, the "U.S. subsidiary guarantors"). Additionally, it
is expected that the U.S. Notes and the Euro Notes will be
guaranteed on a senior secured basis by the Euro Notes Issuer and
Diebold Nixdorf, respectively.
It is also expected that the Notes will be secured by
first-priority liens on substantially all of the tangible and
intangible assets of Diebold
Nixdorf, the Euro Notes Issuer and the U.S. subsidiary
guarantors, in each case subject to permitted liens and certain
exceptions. The first-priority liens on the collateral securing the
U.S. Notes and the related guarantees and the Euro Notes and the
related guarantees will be shared ratably among the Notes and the
obligations under the Senior Credit Facility.
The U.S. Notes offering and the Euro Notes offering are not
contingent upon one another.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. The Notes and
related guarantees are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on the
exemption from registration set forth in Rule 144A under the
Securities Act, and outside the United
States, to non-U.S. persons in reliance on the exemption
from registration set forth in Regulation S under the Securities
Act. The Notes and the related guarantees have not been and will
not be registered under the Securities Act, or the securities laws
of any state or other jurisdiction, and may not be offered or sold
in the United States except
pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
or blue sky laws and foreign securities laws.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated
(NYSE: DBD) is a world leader in enabling connected commerce.
We automate, digitize and transform the way people bank and shop.
As a partner to the majority of the world's top 100 financial
institutions and top 25 global retailers, our integrated solutions
connect digital and physical channels conveniently, securely and
efficiently for millions of consumers each day. The company has a
presence in more than 100 countries with approximately 22,000
employees worldwide.
Forward-looking statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Statements can generally be identified as forward-looking
because they include words such as "anticipates," "expects,"
"intends," "plans," "will," "believes," "estimates," "potential,"
"target," "predict," "project," "seek" or words of similar meaning.
Statements that describe Diebold
Nixdorf's future plans, objectives or goals are also
forward-looking statements. Forward-looking statements are subject
to assumptions, risks and uncertainties that may cause actual
results to differ materially from those contemplated by such
forward-looking statements. The factors that may affect
Diebold Nixdorf's results include,
among others: the impact of the ongoing coronavirus (COVID-19)
pandemic; the outcome of the appraisal proceedings initiated in
connection with the implementation of the domination and profit and
loss transfer agreement entered into by Diebold Holding Germany
Inc. & Co. KGaA, a wholly-owned subsidiary of Diebold Nixdorf, and former Diebold Nixdorf AG,
which became effective on February 17,
2017 and the merger/squeeze-out of minority shareholders of
former Diebold Nixdorf AG, which became effective on May 10, 2019; our ability to achieve benefits
from our cost-reduction initiatives and other strategic
initiatives, such as DN Now, including our planned restructuring
actions, as well as our business process outsourcing initiative;
the success of our new products, including our DN Series line; our
ability to comply with the covenants contained in the agreements
governing our debt; our ability to successfully refinance our debt
when necessary or desirable; the ultimate outcome of our pricing,
operating and tax strategies applied to former Diebold Nixdorf AG
and the ultimate ability to realize cost reductions and synergies;
changes in political, economic or other factors such as currency
exchange rates, inflation rates, recessionary or expansive trends,
taxes and regulations and laws affecting the worldwide business in
each of our operations; our reliance on suppliers and any potential
disruption to our global supply chain; the impact of market and
economic conditions, including any additional deterioration and
disruption in the financial and service markets, including the
bankruptcies, restructurings or consolidations of financial
institutions, which could reduce our customer base and/or adversely
affect our customers' ability to make capital expenditures, as well
as adversely impact the availability and cost of credit; interest
rate and foreign currency exchange rate fluctuations, including the
impact of possible currency devaluations in countries experiencing
high inflation rates; the acceptance of our product and technology
introductions in the marketplace; competitive pressures, including
pricing pressures and technological developments; changes in our
relationships with customers, suppliers, distributors and/or
partners in our business ventures; the effect of legislative and
regulatory actions in the U.S. and internationally, including
environmental actions, and our ability to comply with applicable
laws and government regulations; the impact of a security breach or
operational failure on our business; our ability to successfully
integrate acquisitions into our operations; our success in
divesting, reorganizing or exiting non-core and/or non-accretive
businesses; our ability to maintain effective internal controls;
changes in our intention to further repatriate cash and cash
equivalents and short-term investments residing in international
tax jurisdictions, which could negatively impact foreign and
domestic taxes; unanticipated litigation, claims or assessments,
including those that involve environmental matters, as well as the
outcome/impact of any current/pending litigation, claims or
assessments; the investment performance of our pension plan assets,
which could require us to increase our pension contributions, and
significant changes in healthcare costs, including those that may
result from government action; the amount and timing of repurchases
of Diebold Nixdorf's common shares,
if any; our and the Euro Notes Issuer's ability to complete the
Notes Offerings on terms that are commercially attractive to us or
at all; and other factors described in Diebold Nixdorf's filings with the Securities
and Exchange Commission (the "SEC"), including our Annual Report on
Form 10-K for the year ended December 31,
2019, our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020 and in
other documents that we file with the SEC. You should consider
these factors carefully in evaluating forward-looking statements
and are cautioned not to place undue reliance on such statements.
Diebold Nixdorf assumes no
obligation to update any forward-looking statements, which speak
only as of the date of this press release.
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SOURCE Diebold Nixdorf,
Incorporated