Item 7.01 Regulation FD Disclosure
Diebold Nixdorf, Incorporated (the “Company”) is obligated under
confidentiality arrangements it has entered into with certain of
its creditors to inform the market of certain information shared in
connection with discussions it has had with them regarding various
liquidity solutions. Certain information relating to the Company
(the “Lender Presentation”) is included in Exhibit 99.1 to this
Current Report on Form 8-K
and is incorporated into this Item 7.01 by reference.
The Lender Presentation contains projections of the Company’s
revenue and adjusted EBITDA, among other metrics (the
“Projections”). The Company generally does not publicly disclose or
make external projections such as the Projections. However, the
Lender Presentation was shared pursuant to the confidentiality
agreements and remained subject to non-disclosure and confidentiality
restrictions until the date hereof. The Projections were not
prepared with a view toward public disclosure or general use, but
rather were prepared for the internal use of the Company and were
provided pursuant to the confidentiality agreements for the limited
purpose of providing information in connection with the Company’s
discussions about a potential transaction. The estimates and
assumptions underlying the Projections and any other prospective
financial information or projections contained in the Lender
Presentation are inherent to significant economic and competitive
uncertainties and contingencies, which are difficult or impossible
to predict accurately. Accordingly, there can be no assurance that
the Projections or any other prospective financial information or
projections contained in the Lender Presentation will be realized.
The Company’s actual results are likely to be different than its
projected results, and such differences may be material.
The information furnished pursuant to this Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933 or
the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto may contain
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: the participation by the
Company’s creditors in a transaction that provides liquidity to the
Company on commercially reasonable terms or at all; 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; the ability
of the Company to raise necessary equity capital to pay its 2024
senior notes at maturity if there is insufficient participation in
the current exchange offer for those notes; the Company’s ability
to generate sufficient cash or have access to capital resources to
service its debt, which, if unsuccessful or insufficient, could
force the Company to reduce or delay investments and capital
expenditures or to dispose of material assets or operations, seek
additional debt or equity capital or restructure or refinance its
indebtedness; the Company’s ability to comply with the
covenants