HUDSON,
Ohio, Nov. 28, 2022 /PRNewswire/ -- Diebold Nixdorf, Incorporated ("Parent")
(NYSE:DBD) today announced the commencement of a private exchange
offer and consent solicitation (the "Exchange Offer and Consent
Solicitation") with respect to the outstanding 8.50% Senior Notes
due 2024 issued by Parent (144A CUSIP: 253651AA1; REG S CUSIP:
U25316AA5; Registered CUSIP: 253651AC7) (the "2024 Senior
Notes").
Exchange Offer and Consent Solicitation
The Exchange Offer and Consent Solicitation includes a private
offer to Eligible Holders (as defined below) to exchange any and
all 2024 Senior Notes for units (the "Units") consisting of (i) new
8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued
by Parent (the "New Notes") and (ii) warrants (the "New Warrants")
to purchase common shares, par value $1.25 per share, of Parent ("Common Shares"). The
New Warrants will, in the aggregate, be exercisable for up to
19.99% of the Common Shares outstanding on the business day
immediately preceding the Settlement Date (as defined below),
subject to adjustment.
The Exchange Offer and Consent Solicitation is 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 Offer and
Consent Solicitation.
In connection with the Exchange Offer and Consent Solicitation,
Parent is also soliciting consents to enter into a supplemental
indenture (the "2024 Senior Notes Supplemental Indenture") with
respect to the indenture governing the 2024 Senior Notes, dated as
of April 19, 2016 (as amended, the "2024 Senior Notes
Indenture"), in order to amend certain provisions of the 2024
Senior Notes Indenture to eliminate certain of the covenants,
restrictive provisions and events of default intended to protect
holders, among other things, as described in more detail in the
Offering Memorandum.
The Exchange Offer and Consent Solicitation 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 Time").
2024 Senior Notes tendered may be withdrawn at any time prior
to 5:00 p.m., New York City time, on December
9, 2022 (the "Early Delivery Time"), but not thereafter.
The following table sets forth the Exchange Offer Consideration,
Early Participation Premium and Total Offer Consideration (each as
defined in the Offering Memorandum) for the 2024 Senior Notes.
Exchange
Offer
|
Existing
Securities
|
Maturity
Date
|
Aggregate Principal
Amount Outstanding
|
Exchange Offer
Consideration(1)
|
Early Participation
Premium(1)
|
Total Offer
Consideration(1)(3)
|
2024 Senior Notes
(144A CUSIP No. 253651AA1
Reg S CUSIP No. U25316AA5
Registered CUSIP No. 253651AC7)
|
April 15,
2024
|
$400,000,000
|
$950 principal amount
of Units representing
$950 principal amount of New Notes(1)(4)
and the Unit Warrant
Number of New Warrants(2)
|
$50 principal amount of
Units representing
$50 principal amount of New Notes(1)(4)
and the Unit Warrant
Number of New Warrants(2)
|
$1,000 principal amount
of Units representing
$1,000 principal amount of New Notes(1)(4)
and the Unit Warrant Number of New
Warrants(2)
|
(1)
|
Consideration,
representing principal amount of Units, per $1,000 principal amount
of 2024 Senior Notes validly tendered and not validly withdrawn,
subject to any rounding as described herein.
|
(2)
|
Consideration
representing New Warrants to purchase Common Shares. Each New
Warrant will initially represent the right to purchase one Common
Share, subject to certain adjustments as described in the Offering
Memorandum, at an exercise price of $0.01 per share. The New
Warrants will, in the aggregate and upon exercise, be exercisable
for up to 19.99% of the Common Shares outstanding on the business
day immediately preceding the Settlement Date (calculated on a
non-diluted basis and prior to giving effect to any exercise of
such New Warrants and the payment of the exercise price thereof via
net settlement as described in the Offering Memorandum) (subject to
adjustment as described in the Offering Memorandum, the "Maximum
Number of Warrant Shares"). The "Unit Warrant Number" means,
for any principal amount of outstanding New Notes represented by
outstanding Units (including Units and New Notes issued after the
Settlement Date as described more fully in the Offering
Memorandum), the number of New Warrants exercisable for an
aggregate number of Common Shares equal to the product of (a) (i)
such principal amount of New Notes (including any payment-in-kind
interest ("PIK Interest"), if applicable) divided by (ii) the
aggregate principal amount of outstanding New Notes part of all
outstanding Units (including any PIK Interest, if applicable, and
New Notes issued as part of Units after the Settlement Date as
described more fully in the Offering Memorandum) and (b) the
Maximum Number of Warrant Shares, in each case, as of any time of
determination. The New Warrants are subject to automatic
termination and cancellation in some circumstances, as described
more fully in the Offering Memorandum. As described in the
Offering Memorandum, Parent may issue Units after the Settlement
Date to holders of 2024 Senior Notes that did not participate or
were not eligible to participate in the Exchange Offer and Consent
Solicitation. The Unit Warrant Number as of the Settlement Date
will be reduced if and to the extent such offering of Units after
the Settlement Date is consummated to give effect to the issuance
of the Units and New Notes in such transaction, as described more
fully in the Offering Memorandum.
|
(3)
|
Includes the Early
Participation Premium for 2024 Senior Notes validly tendered (and
not validly withdrawn) at or prior to the Early Delivery
Time.
|
(4)
|
The New Notes will
accrue interest from the date on which such New Notes are issued.
Holders will receive payment in the form of additional aggregate
principal amount of Units (with no corresponding increase to the
warrants component of the Units), based on, and representing, the
principal amount of New Notes that form a part thereof, for any
amounts of accrued and unpaid interest to, but excluding, the
Settlement Date (as defined below), on the 2024 Senior Notes that
are exchanged.
|
For each $1,000 in principal amount of 2024 Senior
Notes that an Eligible Holder validly delivers (and does not
validly withdraw) in accordance with the terms of the Offering
Memorandum at or prior to the Early Delivery Time, such Eligible
Holder will receive, on the settlement date, which we currently
expect to be the third business day following the Expiration Time
(the "Settlement Date"), the Total Exchange Consideration as set
forth in the table above, which includes the Early Participation
Premium as set forth in the table above, for all such 2024 Senior
Notes that are accepted. Holders who validly deliver (and do not
validly withdraw) their 2024 Senior Notes after the Early Delivery
Time but at or prior to the Expiration Time, will not be eligible
to receive the Early Participation Premium and, accordingly, will
be eligible to receive, on the Settlement Date, only the Exchange
Offer Consideration as set forth in the table above, for all such
2024 Senior Notes that are accepted.
The 2024 Senior Notes may be delivered in denominations
of $2,000 principal amount and integral multiples
of $1,000 in excess thereof. The Units and, as component
parts of the Units, the New Notes will be issued in minimum
denominations of $2,000 principal
amount and integral multiples of $1.00 principal amount in excess 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 Diebold Nixdorf Dutch Holding
B.V. (the "Dutch Issuer" and, together with the other
applicable subsidiaries, the "Existing Guarantors"), 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 Parent's 9.375% Senior Secured Notes
due 2025 (the "2025 USD Senior
Notes"), over 90% of the aggregate principal amount of the Dutch
Issuer's 9.000% Senior Secured Notes due 2025 (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 the 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 Offer and Consent Solicitation are subject to
certain conditions, which Parent may waive in full or in part in
its 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 Offer and
Consent Solicitation and 95% for the exchange of the existing term
loans 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 Offer and Consent Solicitation. If the conditions
to the Exchange Offer and Consent Solicitation are not satisfied,
the 2024 Senior Notes Supplemental Indenture will not become
operative.
D.F. King & Co., Inc. will also act as the Information and
Exchange Agent for the Exchange Offer and Consent
Solicitation. Questions or requests for assistance related to
the Exchange Offer 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 Offer.
Eligible Holders are advised to check with any bank, securities
broker or other intermediary through which they hold 2024 Senior
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 Offer and Consent Solicitation,
before the deadlines specified herein and in the Offering
Memorandum. The deadlines set by any such intermediary and The
Depositary Trust Company 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 Securities have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any state
securities laws. Therefore, the New Securities 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 Offer and Consent Solicitation
are being made, and the Units, New Notes and New Warrants, are
being offered and issued, and this announcement is directed, only
(a) in the United States, to
holders of the 2024 Senior 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 2024 Senior 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 2024
Senior Notes who have certified to Parent that they are eligible to
participate in the Exchange Offer and Consent Solicitation 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 Offer and Consent
Solicitation. The New Securities 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 Offer
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 Offer and Consent Solicitation is being made solely
pursuant to the Offering Memorandum. The Exchange Offer and Consent
Solicitation is not being made to holders of 2024 Senior 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 Offer and Consent
Solicitation to be made by a licensed broker or dealer, the
Exchange Offer and Consent Solicitation will be deemed to be made
on behalf of Parent by the Dealer Manager for the Exchange Offer
and Consent Solicitation 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