HUDSON,
Ohio, Dec. 12, 2022 /PRNewswire/ -- On
November 28, 2022, Diebold Nixdorf, Incorporated ("Parent")
(NYSE:DBD) 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"),
which includes (i) a private offer to Eligible Holders (as defined
below) to exchange any and all 2024 Senior Notes for units (the
"Units") consisting of (1) new 8.50%/12.50% Senior Secured PIK
Toggle Notes due 2026 to be issued by Parent (the "New Notes") and
(2) warrants (the "New Warrants" and, together with the Units and
the New Notes, the "New Securities") to purchase common shares, par
value $1.25 per share, of Parent
("Common Shares"), which 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)
(calculated on a non-diluted basis and prior to giving effect to
any exercise of the New Warrants and the payment of the exercise
price thereof via net share settlement, which applies to any
exercise of the New Warrants), subject to adjustment, and (ii) a
related consent solicitation to adopt certain proposed amendments
to the indenture governing the 2024 Senior Notes to eliminate
certain of the covenants, restrictive provisions and events of
default intended to protect holders, among other things, from such
indenture, as described in more detail in the Offering Memorandum
(as defined below) (the "Proposed Amendments"). 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"), as amended by this
announcement, and the related eligibility letter, each of which
sets forth in more detail the terms and conditions of the Exchange
Offer and Consent Solicitation.
![Diebold Nixdorf Primary Logo. (PRNewsFoto/Diebold Nixdorf) (PRNewsfoto/Diebold Nixdorf) Diebold Nixdorf Primary Logo. (PRNewsFoto/Diebold Nixdorf) (PRNewsfoto/Diebold Nixdorf)](https://mma.prnewswire.com/media/547686/Diebold_Nixdorf.jpg)
Parent has received the requisite number of consents to adopt
the Proposed Amendments with respect to the 2024 Senior Notes
and intends to promptly enter into a supplemental indenture with
the trustee for the 2024 Senior Notes (the "Supplemental
Indenture") to effect the Proposed Amendments. The Supplemental
Indenture will be effective immediately upon its execution by all
parties, but will not become operative until the Settlement
Date.
Parent announces that it is amending the Early Delivery Time (as
defined in the Offering Memorandum) in respect of the Exchange
Offer and Consent Solicitation to be 11:59 p.m., New York
City time, on December 23,
2022.
Parent also announces that withdrawal rights for the Exchange
Offer and Consent Solicitation expired as of 5:00 p.m., New York
City time, on December 9, 2022
(the "Withdrawal Deadline"). Any 2024 Senior Notes validly tendered
pursuant to the Exchange Offer and Consent Solicitation may no
longer be withdrawn, and any 2024 Senior Notes validly tendered on
or after the Withdrawal Deadline and prior to 11:59 p.m., New York
City time, on December 23,
2022 (such date and time, as it may be extended, the
"Expiration Time") may not be withdrawn.
The other terms of the Exchange Offer and Consent Solicitation
remain unchanged.
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 previously
reported Transaction Support Agreement that it has entered into
(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 described in the
Transaction Support Agreement and the Offering Memorandum 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 or waived, the Supplemental
Indenture will not become operative.
The Exchange Offer and Consent Solicitation will expire
at the Expiration Time, unless earlier terminated or
extended by Parent. The settlement date for the Exchange Offer and
Consent Solicitation (the "Settlement Date") will be promptly after
the Expiration Time and is expected to be the third business day
following the Expiration Time.
D.F. King & Co., Inc. is acting 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 and Consent Solicitation.
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, 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 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 New Securities 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 U.S.
Securities and Exchange Commission (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.
DN-F
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SOURCE Diebold Nixdorf,
Incorporated