HUDSON,
Ohio, Dec. 20, 2022 /PRNewswire/ -- On
December 20, 2022, Diebold Nixdorf, Incorporated ("Parent") (NYSE:
DBD) announced that in connection with its previously announced
private exchange offer and consent solicitation (the "Exchange
Offer and Consent Solicitation") with respect to Parent's
outstanding 8.50% Senior Notes due 2024 (144A CUSIP: 253651AA1; REG
S CUSIP: U25316AA5; Registered CUSIP: 253651AC7) (the "2024 Senior
Notes"), it has amended the minimum participation threshold in the
Exchange Offer and Consent Solicitation from 83.4% in
aggregate principal amount of the 2024 Senior Notes 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.
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The other terms and conditions of the Exchange Offer and Consent
Solicitation remain unchanged.
The Exchange Offer and Consent Solicitation 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 Exchange Offer and Consent Solicitation is 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 (as amended, the
"Offering Memorandum"), and the related eligibility letter, each of
which sets forth in more detail the terms and conditions of the
Exchange Offer and Consent Solicitation.
The Exchange Offer and Consent Solicitation 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 2024 Senior Notes validly tendered
pursuant to the Exchange Offer and Consent Solicitation prior to
the Expiration Time may not be withdrawn. The settlement date for
the Exchange Offer and Consent Solicitation 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