HUDSON,
Ohio, Feb. 10, 2023 /PRNewswire/ -- Diebold Nixdorf, Incorporated (the "Company")
(NYSE:DBD) today announced it has commenced a public exchange offer
(the "Exchange Offer") with respect to the Company's outstanding
8.50% Senior Notes due 2024 (144A CUSIP: 253651AA1; REG S CUSIP:
U25316AA5; Registered CUSIP: 253651AC7) (the "2024 Senior Notes"),
issued pursuant to the Indenture, dated as of April 19, 2016
(as amended, the "2024 Senior Notes Indenture").
The Company is offering to exchange any and all of the 2024
Senior Notes for units (the "New Units") consisting of (i) new
8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued
by the Company (the "New Notes") and (ii) warrants (the "New
Warrants", and together with the New Units and New Notes, the "New
Securities") to purchase common shares, par value $1.25 per share, of the Company ("Common
Shares").
The terms and conditions of the Exchange Offer are described in
the preliminary prospectus, dated February
10, 2023. The completion of the Exchange Offer is
subject to the conditions described in the Exchange Offer
documents, which include, among others, the effectiveness of the
Registration Statement (as defined below). The Exchange Offer
is not conditioned upon any minimum amount of 2024 Senior Notes
being tendered. Subject to applicable law, the Company may
waive certain other conditions applicable to the Exchange Offer or
extend, terminate or otherwise amend the Exchange Offer in its sole
discretion.
A registration statement on Form S-4 (the "Registration
Statement") relating to the New Securities to be issued in the
Exchange Offer has been filed with the Securities and Exchange
Commission but has not yet become effective. The New
Securities being offered in the Exchange Offer may not be sold nor
may offers to exchange be accepted prior to the time that the
Registration Statement related to the Exchange Offer becomes
effective. If and when issued, the New Securities will be
registered under the Securities Act of 1933, as amended.
The Exchange Offer will expire at 5:00 p.m., New York
City time, on March 24, 2023, unless earlier
terminated or extended by the Company (such time and date, as it
may be extended, the "Expiration Time"). Any 2024 Senior Notes
tendered may be withdrawn at any time prior to 5:00
p.m., New York City time, on March 24, 2023, but not
thereafter.
The following table sets forth the Exchange Offer Consideration,
Early Participation Premium and Total Offer Consideration (each as
defined in the Registration Statement) for the 2024 Senior
Notes.
|
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
|
$72,112,000
|
$950 principal
amount of New
Units representing
$950 principal
amount of New
Notes(1)(4)
and the Unit
Warrant Number
of New Warrants(2)
|
$50 principal
amount of New
Units representing
$50 principal
amount of New
Notes(1)(4)
and the Unit
Warrant Number
of New Warrants(2)
|
$1,000 principal
amount of New
Units representing
$1,000 principal
amount of New
Notes(1)(4)
and the Unit
Warrant Number
of New Warrants(2)
|
–
|
|
(1)
|
Consideration
representing the principal amount of New Units per $1,000 principal
amount of 2024 Senior Notes validly tendered and not validly
withdrawn, subject to any rounding as described herein. To ensure
that the aggregate number of New Warrants and Private Warrants will
not be exercisable for Common Shares in excess of the Maximum
Number of Warrant Shares, the number of Warrants corresponding to a
Unit will be calculated as the Unit Warrant Number.
|
|
|
(2)
|
Consideration
representing New Warrants to purchase Common Shares. Each New
Warrant will initially represent the right to purchase one Common
Share, subject to adjustment as described herein, at an exercise
price of $0.01 per share. The Warrants will, in the aggregate and
upon exercise, be exercisable for up to 15,813,847 Common Shares
(referred to herein, as it may be adjusted from time to time, as
the "Maximum Number of Warrant Shares").
|
|
|
|
The "Unit Warrant
Number" means, for any principal amount of outstanding Exchange
Notes represented by outstanding Units, the number of Warrants
exercisable for an aggregate number of Common Shares equal to the
product of (a) (i) such principal amount of Exchange Notes (as
defined below) (including any payment-in-kind interest ("PIK
Interest"), if applicable) divided by (ii) the aggregate principal
amount of outstanding Exchange Notes part of all outstanding Units
(including any PIK Interest, if applicable) and (b) the Maximum
Number of Warrant Shares, in each case, as of any time of
determination. The Warrants are subject to automatic termination
and cancellation in some circumstances, as described more fully in
the Prospectus.
|
|
|
(3)
|
Includes the Early
Participation Premium for 2024 Senior Notes validly tendered at or
prior to the Early Delivery Time and not validly
withdrawn.
|
|
|
(4)
|
The New Notes will
accrue interest from December 29, 2022. Holders (as defined in the
Registration Statement) will receive payment in the form of an
additional aggregate principal amount of New 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, December 29, 2022, on the 2024 Senior Notes that are
exchanged.
|
For each $1,000 in principal amount of the 2024 Senior
Notes validly tendered and accepted in accordance with the terms of
the Registration Statement at or prior to 5:00 p.m., New York City time,
on March 3, 2023 (the "Early Delivery Time"), the Holders 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 tender their 2024 Senior
Notes after the Early Delivery Time but at or prior to the
Expiration Time and do not validly withdraw such 2024 Senior Notes
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 tendered and accepted only 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.
On December 29, 2022, the Company completed a private
exchange offer (the "Private Exchange Offer") with respect to the
2024 Senior Notes, on substantially the same terms as this Exchange
Offer, pursuant to which the Company accepted $327,888,000 in aggregate principal amount of the
2024 Senior Notes (representing 81.97% of the aggregate principal
amount then outstanding of the 2024 Senior Notes) tendered for
exchange and issued $333,616,814 in
aggregate principal amount of units (the "Private Units" and,
together with the New Units, the "Units") consisting of
$333,616,814 in aggregate principal
amount of 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026
(the "Private Notes" and, together with the New Notes, the
"Exchange Notes") and 15,813,847 warrants (the "Private Warrants"
and, as reallocated on a pro rata basis to account for the New
Warrants, the "Warrants") to purchase up to 15,813,847 Common
Shares (as it may adjusted from time to time). The number of
Private Warrants will be reduced and reallocated on a pro rata
basis to give effect to this Exchange Offer, as described in the
Registration Statement. The terms of the New Notes and the Private
Notes are identical in all material respects, although they will
not be fungible for U.S. federal income tax purposes
and the New Notes will have a separate CUSIP number and ISIN from
the Private Notes, as described in the Registration Statement. The
purpose of this Exchange Offer is to exchange the remaining 2024
Senior Notes held by Holders for New Units upon the terms and
subject to the conditions set forth in the Registration
Statement.
J.P. Morgan Securities LLC will act as sole Dealer Manager for
the Exchange Offer. D.F. King & Co., Inc. will act as the
Information and Exchange Agent for the Exchange Offer. Holders with
questions regarding the terms and conditions of the Exchange Offer
may contact J.P. Morgan Securities LLC at (866) 834-4666
(toll-free) or (212) 834-4087 (collect). D.F. King & Co., Inc.
will act as the Information and Exchange Agent for the Exchange
Offer. Requests for copies of the prospectus and related materials
may be directed to J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, Attn: Prospectus Department, 1155 Long Island
Avenue, Edgewood, NY 11717, or by
telephone: 1-866-803-9204 or D.F. King & Co., Inc. at (866)
388-7535 (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.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold the 2024 Senior Notes as
to when such intermediary would need to receive instructions from
such Holder in order for that Holder to be able to participate in,
or withdraw their instruction to participate in, the Exchange
Offer, before the deadlines specified herein and in the
Registration Statement. 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 Registration Statement.
For Holders outside the United
States and in the European Economic Area (the "EEA"), the
United Kingdom (the "UK"),
Canada or certain other relevant
jurisdictions, the Exchange Offer is only being made, and the New
Securities are only being offered, to "non-U.S. qualified
offerees". The Exchange Offer is subject to other restrictions set
forth in "Offer Restrictions and Notices to Holders Outside the
United States" of the Registration Statement. "Non-U.S. qualified
offerees" means:
(1)
|
Any person that is
located and/or resident in a Member State of the EEA and is
(x) a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation")
and (y) not a retail investor. For the purposes of this
paragraph (1), 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, where that customer would not qualify as a
professional client as defined in point (10) of
Article 4(1) of MiFID II;
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(2)
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Any person that is
located and/or resident in the UK and is:
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(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 (the "EUWA");
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(y) not a retail
investor; and
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(z) an investment
professional falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or a high net worth entity or other person to whom it may
be lawfully communicated, falling within Article 49(2)(a) to
(d) of the Order. 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 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;
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(3)
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Any person that is
resident in a province or territory of Canada and is (x) 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
|
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(4)
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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.
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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 21,000 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 Registration Statement and only to such persons and
in such jurisdictions as is permitted under applicable law.
The Exchange Offer is being made solely pursuant to the
Registration Statement. The Exchange Offer is not being made to
Holders of the 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. If you are
in a jurisdiction where offers to sell, or solicitations of offers
to purchase, the securities offered by the prospectus as described
in the Registration Statement are unlawful, or if you are a person
to whom it is unlawful to direct these types of activities, then
the Exchange Offer presented in the Registration Statement does not
extend to you. In any jurisdiction in which the securities laws or
blue sky laws require the Exchange Offer to be made by a licensed
broker or dealer, the Exchange Offer will be deemed to be made on
behalf of the Company by the Dealer Manager for the Exchange Offer
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.
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 Exchange Offer, including satisfaction of any
conditions prescribed therein;
- our ability to raise necessary equity capital to pay the legacy
2024 Senior Notes at maturity if there is insufficient
participation in the Exchange Offer;
- 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, if applicable, to successfully
refinance its debt in the future;
- 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