HUDSON,
Ohio, Nov. 28, 2022 /PRNewswire/ -- Diebold Nixdorf, Incorporated ("Parent")
(NYSE:DBD) today announced the commencement of private exchange
offers and consent solicitations (the "Exchange Offers and Consent
Solicitations") with respect to the outstanding 9.375% Senior
Secured Notes due 2025 issued by Parent (144A CUSIP: 253657AA8;
144A ISIN: US253657AA82; REG S CUSIP: U25317AA3; ISIN:
USU25317AA30) (the "2025 USD Senior
Notes") and the outstanding 9.000% Senior Secured Notes due 2025
issued by Diebold Nixdorf Dutch Holding
B.V. (the "Dutch Issuer"), a direct and wholly owned
subsidiary of Parent (144A ISIN: XS2206383080; 144A Common Code
220638308; REG S ISIN: XS2206382868; REG S Common Code 220638286
(the "2025 EUR Senior Notes", and
together with the 2025 USD Senior
Notes, the "Existing Notes").
Exchange Offers and Consent Solicitations
The Exchange Offers and Consent Solicitations include private
offers to Eligible Holders (as defined below) to exchange (i) any
and all 2025 USD Senior Notes for new
senior secured notes (the "New 2025
USD Senior Notes") having the same terms as the 2025 USD Senior Notes, other than the issue date
and other than with respect to CUSIP and ISIN numbers, along with
certain enhancements to the covenants and collateral and guarantee
provisions, and (ii) any and all 2025
EUR Senior Notes for new senior secured notes (the "New
2025 EUR Senior Notes" and, together
with the New 2025 USD Senior Notes,
the "New Notes") having the same terms as the 2025 USD Senior Notes, other than the issue date
and other than with respect to ISIN numbers and common codes, along
with certain enhancements to the covenants and collateral and
guarantee provisions. Eligible Holders that validly tender
their Existing Notes will also receive accrued and unpaid
interest on the Existing Notes on the Settlement Date (as defined
below).
The Exchange Offers and Consent Solicitations are being made on
the terms and subject to the conditions set forth in the Offering
Memorandum and Consent Solicitation Statement, dated as of
November 28, 2022 (the "Offering
Memorandum"), and the related eligibility letter, which set forth
in more detail the terms and conditions of the Exchange Offers and
Consent Solicitations.
In connection with the Exchange Offers and Consent
Solicitations, Parent and the Dutch Issuer are also soliciting
consents to enter into supplemental indentures with respect to
(i) the indenture governing the 2025
USD Senior Notes, dated as of July 20, 2020 (the
"2025 USD Senior Notes Indenture"),
and (ii) the indenture governing the 2025 EUR Senior Notes, dated as of July 20,
2020 (the "2025 EUR Senior Notes
Indenture" and, together with the 2025
USD Senior Notes Indenture, the "Senior Notes Indentures"),
in order to amend certain provisions of the Indentures to, among
other things, permit the Refinancing Transactions (as defined
below) set forth in the Transaction Support Agreement (as defined
below), as described in more detail in the Offering Memorandum.
The Exchange Offers and Consent Solicitations will expire
at 11:59 p.m., New York City time, on December
23, 2022 unless earlier terminated or extended by Parent (such
time and date, as it may be extended, the "Expiration Date").
Existing Notes tendered may be withdrawn at any time prior
to 5:00 p.m., New York City time, on December
9, 2022, but not thereafter.
For each $1,000 in principal amount of 2025 USD Senior Notes that an Eligible Holder
validly tenders (and does not validly withdraw) in accordance with
the terms of the Offering Memorandum, such Eligible Holder will
receive $1,030 in principal amount of
New 2025 USD Senior Notes, and for
each €1,000 in principal amount of 2025 EUR Senior Notes that an Eligible Holder
validly tenders (and does not validly withdraw) in accordance with
the terms of the Offering Memorandum, such Eligible Holder will
receive €1,030 in principal amount of New 2025 EUR Senior Notes (collectively, the
"Exchange Offer Consideration"). The Eligible Holders will receive
the Exchange Offer Consideration and accrued and unpaid interest on
the Existing Notes on the settlement date, which we expect will be
the third business day following the Expiration Date (the
"Settlement Date").
The 2025 USD Senior Notes may be
tendered in minimum denominations of $2,000 principal amount and integral multiples of
$1,000 in excess thereof. The
2025 EUR Senior Notes may be tendered
in minimum denominations of €100,000 principal amount and
integral multiples of €1,000 in excess thereof. The New Notes
and the Exchange Offer Consideration will only be issued in minimum
denominations of $2,000 or €2,000, as applicable, and any
integral multiple of $1,000 or €1,000, as applicable.
New Notes or Exchange Offer Consideration in denominations of less
than $2,000 or €2,000, as applicable,
will not be issued and Eligible Holders will receive cash in lieu
thereof.
As previously reported, Parent entered into a Transaction
Support Agreement (the "Transaction Support Agreement")
dated October 20, 2022, with certain of its subsidiaries,
including the Dutch Issuer, and certain holders of Parent's
existing indebtedness (the "TSA Supporting Parties"), which was
subsequently amended on the date hereof, whereby the TSA Supporting
Parties have agreed to the principal terms of a new money financing
and recapitalization and exchanges that address certain near-term
debt maturities (the "Refinancing Transactions"), subject to the
terms and conditions set forth therein. The TSA Supporting Parties
represent over 90% of the aggregate principal amount of the
2025 USD Senior Notes, over 90% of
the aggregate principal amount of the 2025
EUR Senior Notes, approximately 97% of the aggregate
principal amount of Parent's existing term loans and approximately
83% of the aggregate principal amount of Parent's 2024 Senior
Notes. The terms and conditions of the Transaction Support
Agreement are described more fully in the Offering Memorandum and
in Parent's Form 8-K filed on October 20,
2022 and Form 8-K submitted on the date hereof.
The Exchange Offers and Consent Solicitations are subject to
certain conditions, which Parent and the Dutch Issuer may waive in
full or in part in their sole discretion, but subject to the terms
of the Transaction Support Agreement, including, subject to waiver,
minimum participation thresholds of 83.4% for the exchange of the
2024 Senior Notes and 95% for the exchange of the existing term
loans, in each case as such exchanges are described more fully in
the Transaction Support Agreement and the Offering Memorandum,
among other conditions. Consummation of the Refinancing
Transactions on the Settlement Date is a condition to the Exchange
Offers and Consent Solicitations. If the conditions to the Exchange
Offers and Consent Solicitations are not satisfied, the
supplemental indentures to the Senior Notes Indentures will not
become operative.
D.F. King & Co., Inc. will also act as the Information and
Exchange Agent for the Exchange Offers and Consent
Solicitations. Questions or requests for assistance related to
the Exchange Offers and Consent Solicitations or for copies of the
Offering Memorandum may be directed to D.F. King & Co., Inc. at
(800) 290-6428 (U.S. toll free), +1(212) 269-5550 (collect),
or diebold@dfking.com (email). You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offers and Consent
Solicitations.
Eligible Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Existing Notes
as to when such intermediary would need to receive instructions
from such Eligible Holder in order for that Eligible Holder to be
able to participate in, or withdraw their instruction to
participate in, the Exchange Offers and Consent Solicitations,
before the deadlines specified herein and in the Offering
Memorandum. The deadlines set by any such intermediary, The
Depositary Trust Company, Euroclear Bank SA/NV or Clearstream
Banking société anonyme for the submission and withdrawal of
tender instructions will also be earlier than the relevant
deadlines specified herein and in the Offering Memorandum.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act") or any state securities
laws. Therefore, the New Notes may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. The Exchange Offers and Consent Solicitations are
being made, and the New Notes are being offered and issued, and
this announcement is directed, only (a) in the United States, to holders of the Existing
Notes who are (i) "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act) or (ii) an institutional
"accredited investor" as that term is defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, and (b) outside
the United States to holders of
the Existing Notes who are not, and who are not acting for the
account or benefit of, any U.S. person as that term is defined in
Rule 902 under the Securities Act and, in each case, if the holder
is in the European Economic Area, the United Kingdom, Canada or another relevant jurisdiction, such
holder is a "non-U.S. qualified offeree." The holders of the
Existing Notes who have certified to Parent and that they are
eligible to participate in one or both of the Exchange Offers and
Consent Solicitations pursuant to at least one of the foregoing
conditions as set forth in the eligibility letter are referred to
as "Eligible Holders." Only Eligible Holders are authorized to
receive or review the Offering Memorandum or to participate in the
Exchange Offers and Consent Solicitations. The New Notes will not
be transferable except in accordance with the restrictions
described in the Offering Memorandum. The eligibility letter can be
accessed at the following link: www.dfking.com/diebold.
For the purposes of the foregoing paragraph, "non-U.S. qualified
offeree" means:
(1) Any person that is located and/or resident
in a Member State of the European Economic Area and is (x) a
qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 (as amended) and (y) not a retail investor. For these
purposes, a "retail investor" means a person who is one (or more)
of the following: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II;
(2) Any person that is located and/or resident
in the United Kingdom and is:
(x) a qualified investor as defined in Article 2
of Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
(y) not a retail investor; and
(z) an investment professional falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) a high net
worth entity or other person to whom it may lawfully be
communicated , falling within Article 49(2) (a) to (d) of the Order
;
and for the purposes of this paragraph (2), a
"retail investor" means a person who is one (or more) of the
following: (i) a retail client as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the EUWA; or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the
"FSMA") and any rules or regulations made under the FSMA to
implement the Directive (EU) 2016/97, where that customer would not
qualify as a professional client as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA;
(3) Any person that is resident in the Provinces
of Ontario, British Columbia or Alberta, Canada and is (i) an accredited
investor, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), as applicable, and (ii)
a permitted client as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations; or
(4) Any person outside the United States, the European Economic Area,
the United Kingdom and
Canada to whom the Exchange Offers
may be made in compliance with all other applicable laws and
regulations of any applicable jurisdiction.
About Diebold
Nixdorf
Diebold
Nixdorf, Incorporated (NYSE: DBD) automates, digitizes and
transforms 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.
Visit www.DieboldNixdorf.com for more information.
Disclaimer
This press release does not constitute an
offer to sell or buy, nor the solicitation of an offer to sell or
buy, any securities referred to herein. Any solicitation or offer
will only be made pursuant to the Offering Memorandum and only to
such persons and in such jurisdictions as is permitted under
applicable law.
The Exchange Offers and Consent Solicitations are being made
solely pursuant to the Offering Memorandum. The Exchange Offers and
Consent Solicitations are not being made to holders of Existing
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Exchange Offers and
Consent Solicitations to be made by a licensed broker or dealer,
the Exchange Offers and Consent Solicitations will be deemed to be
made on behalf of Parent and the Dutch Issuer by the Dealer
Managers for the Exchange Offers and Consent Solicitations or one
or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
Forward-Looking Statements
This press release contains statements that are not historical
information and are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements give current expectations or forecasts
of future events and are not guarantees of future performance.
These forward-looking statements include, but are not limited to,
projections, statements regarding the company's expected future
performance (including expected results of operations and financial
guidance), future financial condition, potential impact of the
ongoing coronavirus (COVID-19) pandemic, anticipated operating
results, strategy plans, future liquidity and financial
position.
Statements can generally be identified as forward looking
because they include words such as "believes," "anticipates,"
"expects," "intends," "plans," "will," "estimates," "potential,"
"target," "predict," "project," "seek," and variations thereof or
"could," "should" or words of similar meaning. Statements that
describe the company's future plans, objectives or goals are also
forward-looking statements, which reflect the current views of the
company with respect to future events and are subject to
assumptions, risks and uncertainties that could cause actual
results to differ materially. Although the company believes that
these forward-looking statements are based upon reasonable
assumptions regarding, among other things, the economy, its
knowledge of its business, and key performance indicators that
impact the company, these forward-looking statements involve risks,
uncertainties and other factors that may cause actual results to
differ materially from those expressed in or implied by the
forward-looking statements.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
The factors that may affect the company's results include, among
others:
- our ability to successfully complete the transactions
contemplated by the Transaction Support Agreement, including the
ability to negotiate and execute definitive documentation, the
receipt of required consents to any or all of such transactions,
satisfaction of any conditions in any such documentation and the
availability of alternative transactions;
- the overall impact of the global supply chain complexities on
the company and its business, including delays in sourcing key
components as well as longer transport times, especially for
container ships and U.S. trucking, given the company's reliance on
suppliers, subcontractors and availability of raw materials and
other components;
- our ability to successfully convert our backlog into sales,
including our ability to overcome supply chain and liquidity
challenges;
- the ultimate impact of the ongoing COVID-19 pandemic and other
public health emergencies, including further adverse effects to the
company's supply chain, maintenance of increased order backlog, and
the effects of any COVID-19 related cancellations;
- the company's ability to successfully meet its cost-reduction
goals and continue to achieve benefits from its cost-reduction
initiatives and other strategic initiatives, such as the current
$150m+ cost savings plan;
- the success of the company's new products, including its DN
Series line and EASY family of retail checkout solutions, and
electronic vehicle charging service business;
- the impact of a cybersecurity breach or operational failure on
the company's business;
- the company's ability to generate sufficient cash to service
its debt or to comply with the covenants contained in the
agreements governing its debt and to successfully refinance its
debt;
- the company's ability to attract, retain and motivate key
employees;
- the company's reliance on suppliers, subcontractors and
availability of raw materials and other components;
- changes in the company's 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;
- the company's success in divesting, reorganizing or exiting
non-core and/or non-accretive businesses and its ability to
successfully manage acquisitions, divestitures, and alliances;
- the ultimate outcome of the appraisal proceedings initiated in
connection with the implementation of the Domination and Profit
Loss Transfer Agreement with the former Diebold Nixdorf AG (which
was dismissed in the company's favor at the lower court level in
May 2022) and the
merger/squeeze-out;
- the impact of market and economic conditions, including the
bankruptcies, restructuring or consolidations of financial
institutions, which could reduce the company's customer base and/or
adversely affect its customers' ability to make capital
expenditures, as well as adversely impact the availability and cost
of credit;
- the impact of competitive pressures, including pricing
pressures and technological developments;
- changes in political, economic or other factors such as
currency exchange rates, inflation rates (including the impact of
possible currency devaluations in countries experiencing high
inflation rates), recessionary or expansive trends, hostilities or
conflicts (including the conflict between Russia and Ukraine), disruption in energy supply, taxes
and regulations and laws affecting the worldwide business in each
of the company's operations;
- the company's ability to maintain effective internal
controls;
- unanticipated litigation, claims or assessments, as well as the
outcome/impact of any current/pending litigation, claims or
assessments;
- the effect of changes in law and regulations or the manner of
enforcement in the U.S. and internationally and the company's
ability to comply with government regulations; and
- other factors included in the company's filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2021, its Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30,
2022 and September 30, 2022,
and in other documents the company files with the SEC.
Except to the extent required by applicable law or regulation,
the company undertakes no obligation to update these
forward-looking statements to reflect future events or
circumstances or to reflect the occurrence of unanticipated
events.
You should consider these factors carefully in evaluating
forward-looking statements and are cautioned not to place undue
reliance on such statements.
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SOURCE Diebold Nixdorf,
Incorporated