HUDSON,
Ohio, May 30, 2023 /PRNewswire/
-- Diebold Nixdorf,
Incorporated (the "Company") (NYSE:DBD) today announced it has
entered into a restructuring support agreement with certain of its
key financial stakeholders to effectuate a comprehensive debt
restructuring transaction that is intended to be completed
efficiently and quickly. The restructuring is expected to
significantly reduce debt and leverage levels and provide
substantial additional liquidity to support seamless ongoing
operations and establish a long-term, sustainable capital structure
for the Company. The Company will continue to pay vendors and
suppliers through the expected restructuring process in the
ordinary course of business.
The Company has entered into this agreement with
creditors who hold a significant majority of the Company's
outstanding secured term loan debt and secured notes (the
"Consenting Creditors"), including approximately (a) 80.4% of the
Company's superpriority credit facility; (b) approximately 79% of
the Company's first lien term loan; (c) approximately 78% of the
Company's first lien notes; and (d) approximately 58.3% of the
Company's second lien notes.
Octavio Marquez, Diebold Nixdorf chairman, president and chief
executive officer, said: "Our company is focused on
continuing our solid operational performance and delivering
best-in-class products and services to banks and retailers around
the world. With the support of our creditors, we have reached an
agreement to restructure and strengthen our balance sheet, enhance
liquidity and position Diebold
Nixdorf for long-term success.
Our strengthened financial position also enables us to better
serve our customers, employees, suppliers and partners. I am
excited about the future of Diebold
Nixdorf and all we will accomplish."
Other Information
The restructuring support agreement
contemplates the effectuation of a deleveraging transaction
through, among other things, (i) a pre-packaged chapter 11 plan of
reorganization to be filed by the Company and certain of its
subsidiaries (collectively, the "Debtors") contemporaneously with
the commencement by the Debtors of voluntary cases under chapter 11
of title 11 of the U.S. Bankruptcy Code, (ii) a scheme of
arrangement to be filed by Diebold Nixdorf
Dutch Holding B.V. (the "Dutch Issuer") and certain of the
Company's subsidiaries contemporaneously with the commencement by
Dutch Issuer of voluntary scheme proceedings under the Dutch Act on
Confirmation of Extrajudicial Plans (Wet homologatie onderhands
akkoord) and (iii) recognition of such scheme of arrangement
pursuant to a case commenced under chapter 15 of the U.S.
Bankruptcy Code by the Dutch Issuer.
Under the restructuring support agreement, the Consenting
Creditors have agreed, subject to certain terms and conditions, to
support restructuring transactions that would result in the
discharge of a significant portion of existing funded debt of the
Company and certain of its subsidiaries. The Company's
outstanding common shares would be cancelled pursuant to the
restructuring transactions, and holders thereof would not receive
any recovery.
The restructuring support agreement provides that the Debtors
will seek approval of a $1.25 billion
debtor-in-possession term loan credit facility (the "DIP Facility")
as part of the chapter 11 cases. The proceeds of the DIP
Facility will be used to (i) repay in full all obligations under
the Company's superpriority credit facility; (ii) repay in full (or
cash collateralize issued letters of credit) the Company's
asset-based revolving credit ABL facility; (iii) pay costs and
reasonable and documented out-of-pocket fees and expenses related
to the court-supervised restructuring proceedings; and (iv) fund
the working capital needs and expenditures of the Debtors and their
non-debtor affiliates during the pendency of the court supervised
restructuring proceedings. Holders of the Company's first lien term
loan or first lien notes that wish to become a lender under
the DIP Facility and that execute the restructuring support
agreement prior to 11:59 p.m.,
New York City time, on
June 2, 2023 will be eligible to
receive a participation premium of their pro rata portion of 10% of
the new common shares of the Company that will be available for
distribution to creditors under the plans.
The restructuring transactions remain subject to certain
conditions, as well as the negotiation of further definitive
agreements. The Company expects the restructuring transactions
to be consummated in the third quarter of 2023. The terms of
the restructuring support agreement contemplate that the common
shares of the restructured Company will be listed on the New York
Stock Exchange.
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.
Forward-Looking Statements
This press release contains statements that are not historical
information and are "forward-looking statements." 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:
- the Company's ability to negotiate and execute definitive
documentation with respect to the restructuring transactions and to
satisfy the conditions of the restructuring agreement;
- the ultimate outcome of the restructuring proceedings;
- the Company's ability to improve its capital structure and to
address its debt service obligations through the restructuring
transactions, including potential adverse effects of any potential
bankruptcy proceedings on the Company's liquidity and results of
operations;
- 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 Company's ability to improve its operating performance and
its cash, liquidity and financial position, including the ability
to obtain the DIP Facility;
- the Company's ability to successfully convert its 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
$150 million-plus 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 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, as well as liquidity issues these institutions may
have, 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 war between Russia and Ukraine and the tension between the U.S. and
China), 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 applicable laws and 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, 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
View original content to download
multimedia:https://www.prnewswire.com/news-releases/diebold-nixdorf-incorporated-enters-into-global-debt-restructuring-support-agreement-with-key-financial-stakeholders-contemplated-transaction-expected-to-significantly-reduce-leverage-provide-substantial-additional-liquidity-an-301836817.html
SOURCE Diebold Nixdorf,
Incorporated