HUDSON,
Ohio, Nov. 28, 2022 /PRNewswire/ -- Diebold Nixdorf, Incorporated ("Parent") (NYSE:
DBD) today announced that it has entered into an amendment (the
"Amendment") to the previously announced Transaction Support
Agreement ("TSA"), among Parent, certain of its subsidiaries and
holders of over a majority of its term loans and each series of its
outstanding secured and unsecured notes.
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The Amendment, among other items, (i) reduces the minimum
participation threshold for the consent solicitation and private
exchange offer with respect to Parent's existing 8.50% senior notes
due 2024 that is contemplated by the TSA (the "2024 Consent
Solicitation and Exchange Offer") to 83.4% from 95% and (ii)
provides that all eligible holders who participate in the 2024
Consent Solicitation and Exchange Offer, as well as the term loan
exchange and senior secured notes consent solicitation that are
contemplated by the TSA, in accordance with their terms, will
receive the transaction premiums applicable thereto that were
previously reserved for eligible holders who had signed the TSA or
joinders thereto. In addition, the Amendment includes covenants
pursuant to which Parent has agreed to use its reasonable best
efforts, consistent with applicable securities laws, to consummate
a registered exchange offer for the benefit of holders that are not
eligible to, or that do not, participate in the 2024 Consent
Solicitation and Exchange Offer as soon as practicable following
the completion of the 2024 Consent Solicitation and Exchange Offer
but in no event later than May 30,
2023, subject to extension in certain limited circumstances,
but no later than June 30, 2023.
There is no assurance that such offer will be commenced or will be
completed within the time period specified, or at all. No offer
will be made with respect to such offer unless and until a
registration statement has been filed with the Securities and
Exchange Commission and Parent announces that such offer has been
launched.
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 the solicitation of an offer to buy any securities
in any transaction, nor a solicitation of consents from any holders
of securities in any transaction, nor shall there be any sale of
securities or solicitation of consents in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any 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