HUDSON,
Ohio, Dec. 27, 2022 /PRNewswire/
-- On December 27, 2022,
Diebold Nixdorf, Incorporated
("Parent") (NYSE:DBD) announced that its previously announced
private exchange offers and consent solicitations (the "Exchange
Offers and Consent Solicitations") to certain Eligible Holders (as
defined below) 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") expired as of 11:59 p.m., New York
City time, on December 23,
2022 (the "Expiration Time"). According to the information
received from D.F. King & Co., the Information and Exchange
Agent for the Exchange Offers and Consent Solicitations, as of the
Expiration Time, $697,299,000 in
aggregate principal amount of the 2025
USD Senior Notes (representing 99.61% of the aggregate
principal amount of the outstanding 2025
USD Notes) and €345,524,000 in aggregate principal amount of
the 2025 EUR Senior Notes
(representing 98.72% of the aggregate principal amount of the
outstanding 2025 EUR Senior Notes)
had been validly tendered and not validly withdrawn.
![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)
The "Settlement Date" with respect to the Exchange Offers and
Consent Solicitations is expected to occur on December 29, 2022 (the "Settlement Date"), which
is the third business day following the Expiration Time. On the
Settlement Date, subject to the satisfaction or waiver of the
conditions of the Exchange Offers and Consent Solicitations and
upon acceptance by Parent and Dutch Issuer of the 2025 USD Senior Notes and the 2025 EUR Senior Notes, respectively, (1) Eligible
Holders who validly tendered 2025 USD
Senior Notes that are accepted for exchange will receive, for each
$1,000 in principal amount of
2025 USD Senior Notes, $1,030 in principal amount of 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, the first
interest payment date, the first date from which interest will
accrue and other than with respect to CUSIP and ISIN numbers and
(2) Eligible Holders who validly tendered 2025 EUR Senior Notes that are accepted for
exchange will receive, for each €1,000 in principal amount of
2025 EUR Senior Notes, €1,030 in
principal amount of 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, the first
interest payment date, the first date from which interest will
accrue and other than with respect to ISIN numbers and common
codes. In addition, Eligible Holders will receive payment in cash
for accrued and unpaid interest to, but excluding, the Settlement
Date on the Existing Notes that are accepted for exchange.
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 (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 Offers and Consent
Solicitations.
The Exchange Offers and Consent Solicitations 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 (as
amended, the "Transaction Support Agreement"), including, subject
to waiver, minimum participation thresholds of 81.3% for the
exchange of Parent's 8.50% Senior Notes due 2024 and 95% for the
exchange of the existing term loans described more fully in the
Transaction Support Agreement and the Offering Memorandum (the
"Minimum Tender Conditions") and consummation of the refinancing
transactions described in the Transaction Support Agreement and the
Offering Memorandum on the Settlement Date (the "Refinancing
Condition"). The Minimum Tender Conditions have been satisfied as
of the Expiration Time and Parent currently expects the Refinancing
Condition will be satisfied on the Settlement Date.
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 and Consent Solicitations 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.
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 or the Dutch Issuer, as
applicable, 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.
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