Item 1.01.
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Entry into a Material Definitive Agreement.
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Issuance of Notes
On July 20, 2020, Diebold Nixdorf, Incorporated (“Diebold Nixdorf”) issued $700 million aggregate principal amount of 9.375% Senior Secured Notes due 2025 (the “U.S. Notes”) and its wholly-owned subsidiary, Diebold Nixdorf Dutch Holding B.V. (the “Euro Notes Issuer”), issued €350 million aggregate principal amount of 9.000% Senior Secured Notes due 2025 (the “Euro Notes” and, together with the U.S. Notes, the “Notes”) in separate offerings to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to persons outside the United States under Regulation S under the Securities Act. The U.S. Notes were issued at a price of 99.031% of their principal amount, and the Euro Notes were issued at a price of 99.511% of their principal amount.
The U.S. Notes were issued pursuant to an indenture, dated as of July 20, 2020 (the “U.S. Notes Indenture”), among Diebold Nixdorf, as issuer, the Euro Notes Issuer and the U.S. subsidiary guarantors (as defined below) named therein, as guarantors, and U.S. Bank National Association, as trustee and notes collateral agent. The Euro Notes were issued pursuant to an indenture, dated as of July 20, 2020 (the “Euro Notes Indenture” and, together with the U.S. Notes Indenture, the “Indentures”), among the Euro Notes Issuer, Diebold Nixdorf and the U.S. subsidiary guarantors named therein, as guarantors, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S. Bank National Association, as trustee, and U.S. Bank Trustees Limited, as notes collateral agent.
The Notes are or will be, as applicable, 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 (as defined below) 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, the U.S. Notes and the Euro Notes are guaranteed on a senior secured basis by the Euro Notes Issuer and Diebold Nixdorf, respectively. The Notes are 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 are shared ratably among the Notes and the obligations under the Senior Credit Facility.
The U.S. Notes bear interest at the rate of 9.375% per annum, which accrues from July 20, 2020 and is payable in arrears on January 15 and July 15 of each year, commencing on January 15, 2021. The U.S. Notes mature on July 15, 2025, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the U.S. Notes Indenture. The Euro Notes bear interest at the rate of 9.000% per annum, which accrues from July 20, 2020 and is payable in arrears on January 15 and July 15 of each year, commencing on January 15, 2021. The Euro Notes mature on July 15, 2025, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Euro Notes Indenture.
Diebold Nixdorf or the Euro Notes Issuer, as applicable, may redeem some or all of the Notes at the redemption prices and on the terms specified in the applicable Indenture. If Diebold Nixdorf or any of its restricted subsidiaries sells certain of its assets or if Diebold Nixdorf experiences specific kinds of changes in control, then Diebold Nixdorf or the Euro Notes Issuer must offer to repurchase the U.S. Notes or the Euro Notes, respectively, on the terms set forth in the Indentures.
The Indentures contain certain customary covenants that, among other things, limit Diebold Nixdorf’s and its restricted subsidiaries’ ability to incur indebtedness, pay dividends, repurchase or redeem capital stock or make other restricted payments, incur liens, sell assets, enter into transactions with their affiliates, merge or consolidate with other persons or transfer all or substantially all of their assets. The Indentures also include customary events of default, including payment defaults, covenant defaults, cross acceleration defaults to certain other indebtedness in excess of specified amounts, certain bankruptcy and insolvency events of default and judgment defaults in excess of specified amounts. If any such event of default occurs and is continuing under the Indentures (other than certain bankruptcy and insolvency events of default), the trustee or the holders of at least 25% in principal amount of the total outstanding Notes of the respective series may declare the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes of the respective series to be due and payable immediately. If certain bankruptcy and insolvency events of default occur, the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes will become due and payable immediately without any declaration or other act on the part of the trustee or the holders of the Notes.