HUDSON,
Ohio, Dec. 20, 2022 /PRNewswire/ -- Diebold Nixdorf, Incorporated ("Parent")
(NYSE:DBD) announced that in connection with its previously
announced 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"), it has amended the
Exchange Offers and Consent Solicitations condition that Parent's
8.50% Senior Notes due 2024 (the "2024 Senior Notes") in aggregate
principal amount equal to 83.4% (the "Minimum Participation
Threshold") of the aggregate outstanding principal amount of 2024
Senior Notes exchange into Units, as such exchanges are described
more fully in the Transaction Support Agreement and the Offering
Memorandum, to lower the Minimum Participation Threshold to 81.3%
(the "Amended Minimum Participation Threshold"). Parent has entered
into a second amendment to the previously announced Transaction
Support Agreement with the parties thereto (as amended, the
"Transaction Support Agreement") to reflect the Amended Minimum
Participation Threshold, which has been approved by the Majority
Consenting Parties (as defined in the Transaction Support
Agreement) that are signatories thereto.
The other terms and conditions of the Exchange Offers and
Consent Solicitations remain unchanged.
The Exchange Offers and Consent Solicitations include (i)
private offers to Eligible Holders (as defined below) to exchange
(a) 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 (b) 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, and (ii) related consent solicitations to
adopt certain proposed amendments to the indentures governing the
2025 USD Senior Notes and the
2025 EUR Senior Notes to amend
certain provisions of the indentures to, among other things, permit
the refinancing transactions set forth in the previously reported
Transaction Support Agreement that Parent has entered into (the
"Transaction Support Agreement"), as described in more detail in
the Offering Memorandum (as defined below).
The Exchange Offers and Consent Solicitations are being made on
the terms and subject to the conditions set forth in the
confidential offering memorandum and consent solicitation
statement, dated as of November 28,
2022 (the "Offering Memorandum"), and the related
eligibility letter, each of which sets forth in more detail the
terms and conditions of the Exchange Offers and Consent
Solicitations.
The Exchange Offers and Consent Solicitations will expire at
11:59 p.m., New York City time, on December 23, 2022 (such date and time, as it may
be extended, the "Expiration Time"), unless earlier terminated
or extended by Parent. Any 2025 USD
Senior Notes and 2025 EUR Senior
Notes validly tendered pursuant to the Exchange Offers and Consent
Solicitations prior to the Expiration Time may not be withdrawn.
The settlement date for the Exchange Offers and Consent
Solicitations 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 Offers and Consent
Solicitations. Questions or requests for assistance related to
the Exchange Offers 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 2025 USD Senior Notes and 2025 EUR 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 Offers and Consent Solicitations, 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 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 the Dutch Issuer
that they are eligible to participate in 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 the 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 Manager
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 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