Item 1.01 Entry into a Material Definitive Agreement
On March 21, 2023 (the “Closing Date”), Diebold Nixdorf,
Incorporated (the “Company”) and certain of its subsidiaries
entered into an amendment and limited waiver (the “Amendment”) to
the Revolving Credit and Guaranty Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the “ABL
Credit Agreement”), among the Company, JPMorgan Chase Bank, N.A.,
as administrative agent and collateral agent, GLAS AMERICAS LLC, as
European collateral agent, the subsidiary borrowers (together with
the Company, the “ABL Borrowers”) and guarantors party thereto and
the lenders party thereto.
The Amendment provides for an additional tranche (the “FILO
Tranche”) of commitments under the ABL Credit Agreement consisting
of a senior secured “last out” term loan facility (the “FILO
Facility”). Commitments under the FILO Facility were
$55 million and were borrowed in full and cancelled on the
Closing Date. Proceeds of the loans made under the FILO Facility
will be used to finance the ongoing working capital requirements of
the Company and its subsidiaries and for other general corporate
purposes.
The FILO Facility will mature on June 4, 2023. Loans under the FILO
Facility bear interest determined by reference to, at the Company’s
option, either (x) adjusted term SOFR plus a margin of 8.00%
or (y) an alternative base rate plus a margin of 7.00%. On the
Closing Date the Company paid an upfront fee to the lenders
providing the FILO Facility, which fee was capitalized and added to
the outstanding balance under the FILO Facility. The obligations of
the Company under the FILO Facility benefit from the same
guarantees and security as the existing obligations under the ABL
Credit Agreement.
Pursuant to the Amendment, among other things, for a 75-day period ending on June 4, 2023
(the “Waiver Period”), the Company will be permitted to maintain
outstanding borrowings and letters of credit in excess of its
then-current borrowing base in an amount not to exceed
$233.8 million (inclusive of amounts outstanding under the
FILO Facility but before giving effect to any payment in kind of
interest or fees added thereto). During the Waiver Period, the
Company will not be permitted to borrow any additional amounts
under the ABL Credit Agreement and must maintain an actual
borrowing base of at least $140 million. In addition, during
the Waiver Period, the Company will not be required to comply with
certain reporting provisions required by the ABL Credit
Agreement.
The description above is only a summary of the material provisions
of the Amendment and is qualified in its entirety by reference to
the Amendment, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.