NCR Corporation (NYSE: NCR), a leading enterprise technology
provider, today announced the filing of the Form 10 registration
statement with the U.S. Securities and Exchange Commission (SEC)
for the planned spin-off of its ATM business.
This Form 10 filing is a key milestone in NCR’s previously
announced plan to separate into two independent, publicly traded
companies – one focused on digital commerce, the other on ATMs –
expected in the fourth quarter of 2023.
The Form 10 includes important information about the ATM
company’s business, strategy, summary of solutions and historical
financial results.
The Form 10 also names current NCR executive leaders who have
been designated to join the ATM company, with more executive
leaders to be communicated by August. In addition to Tim Oliver,
previously announced as designate Chief Executive Officer of the
ATM company and currently NCR Senior EVP and Chief Financial
Officer, planned executives of the ATM company in the filing
include:
- Dan Antilley, designate Chief Security Officer & Cash
Operations
- Stuart Mackinnon, designate Chief Operating Officer
- Patricia Watson, designate Chief Information & Technology
Officer
“We are building an organization that will sustain NCR’s market
leadership and extend the success of our ATM-centric businesses
well into the future,” said Tim Oliver.
The ATM company will be a cash-generative business positioned to
focus on delivering ATM as a Service to a large, installed customer
base across banks and retailers. It will build on NCR’s leadership
in self-service banking and ATM networks to meet global demand for
ATM access and leverage new ATM transaction types, including
digital currency solutions, to drive market growth. The company
will also continue shifting to a highly recurring revenue model to
drive stable cash flow and capital returns to shareholders.
“NCR's Q1 2023 financial results demonstrated the strength of
our business, reinforced by our ability to deliver continued
performance in parallel with separation activities,” said NCR CEO
Michael D. Hayford. “Our ATM and digital commerce businesses will
enter the transaction with strong operational performance and
strategic momentum. I remain confident that the separation will
enhance the future of both companies and liberate shareholder
value.”
Future updates to the ATM company’s registration statement on
Form 10 will be filed with the SEC and may be viewed at
www.sec.gov. The registration statement on Form 10 currently filed
is subject to change and will be made final prior to its effective
date. The separation transaction will follow the satisfaction of
customary conditions which are disclosed in the ATM company’s
registration statement on Form 10, including effectiveness of
appropriate filings with the SEC. Should alternative options become
available in the future that could deliver superior value to our
shareholders than the planned separation, such as a whole or
partial company sale of NCR, the Board remains open to considering
alternative scenarios.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in transforming,
connecting and running technology platforms for self-directed
banking, stores and restaurants. NCR is headquartered in Atlanta,
Georgia, with 35,000 employees globally. NCR is a trademark of NCR
Corporation in the United States and other countries.
Web site: www.ncr.com Twitter: @NCRCorporation Facebook:
www.facebook.com/ncrcorp LinkedIn:
www.linkedin.com/company/ncr-corporation YouTube:
www.youtube.com/user/ncrcorporation
Cautionary Statements
This release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the “Act”). Forward-looking
statements use words such as “expect,” “anticipate,” “outlook,”
“intend,” “plan,” “confident,” “believe,” “will,” “should,”
“would,” “potential,” “positioning,” “proposed,” “objective,”
“could,” “may,” and words of similar meaning, as well as other
words or expressions referencing future events, conditions or
circumstances. We intend these forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Act. Statements that describe or relate
to NCR’s plans, goals, intentions, strategies, or financial
outlook, and statements that do not relate to historical or current
fact, are examples of forward-looking statements. Examples of
forward-looking statements in this release include, without
limitation, statements regarding the proposed separation of NCR
into two separate companies, including, but not limited to,
statements regarding the anticipated timing and structure of such
proposed transaction, the future commercial performance of the
digital commerce company or the ATM company following such proposed
transaction, and value creation and ability to innovate and drive
growth generally as a result of such transaction. Forward-looking
statements are based on our current beliefs, expectations and
assumptions, which may not prove to be accurate, and involve a
number of known and unknown risks and uncertainties, many of which
are out of NCR’s control. Forward-looking statements are not
guarantees of future performance, and there are a number of
important factors that could cause actual outcomes and results to
differ materially from the results contemplated by such
forward-looking statements, including those factors relating
to:
- Strategy and Technology: transforming our business model;
development and introduction of new solutions; competition in the
technology industry; integration of acquisitions and management of
alliance activities; our multinational operations
- Business Operations: domestic and global economic and credit
conditions; risks and uncertainties from the payments-related
business and industry; disruptions in our data center hosting and
public cloud facilities; retention and attraction of key employees;
defects, errors, installation difficulties or development delays;
failure of third-party suppliers; the impact of the coronavirus
(COVID-19) pandemic, a major natural disaster or catastrophic event
and geopolitical and macroeconomic challenges; environmental
exposures from historical and ongoing manufacturing activities; and
climate change
- Data Privacy & Security: impact of data protection,
cybersecurity and data privacy including any related issues
- Finance and Accounting: our level of indebtedness; the terms
governing our indebtedness; incurrence of additional debt or
similar liabilities or obligations; access or renewal of financing
sources; our cash flow sufficiency to service our indebtedness;
interest rate risks; the terms governing our trade receivables
facility; the impact of certain changes in control relating to
acceleration of our indebtedness, our obligations under other
financing arrangements, or required repurchase of our senior
unsecured notes; any lowering or withdrawal of the ratings assigned
to our debt securities by rating agencies; our pension liabilities;
and write down of the value of certain significant assets
- Law and Compliance: protection of our intellectual property;
changes to our tax rates and additional income tax liabilities;
uncertainties regarding regulations, lawsuits and other related
matters; and changes to cryptocurrency regulations
- Governance: impact of the terms of our Series A Convertible
Preferred (“Series A”) Stock relating to voting power, share
dilution and market price of our common stock; rights, preferences
and privileges of Series A stockholders compared to the rights of
our common stockholders; and actions or proposals from stockholders
that do not align with our business strategies or the interests of
our other stockholders
- Proposed Separation: an unexpected failure to complete, or
unexpected delays in completing, the necessary actions for the
proposed separation, or to obtain the necessary approvals to
complete these actions; that the potential strategic benefits,
synergies or opportunities expected from the separation may not be
realized or may take longer to realize than expected; costs of
implementation of the separation and any changes to the
configuration of businesses included in the separation if
implemented; the potential inability to access or reduced access to
the capital markets or increased cost of borrowings, including as a
result of a credit rating downgrade; the potential adverse
reactions to the proposed separation by customers, suppliers,
strategic partners or key personnel and potential difficulties in
maintaining relationships with such persons and risks associated
with third party contracts containing consent, including such third
parties using it as an opportunity to achieve contractual
concessions or other commitments less favorable to the ATM company,
and/or other provisions that may be triggered by the proposed
separation; the risk that any newly formed entity to house the
digital commerce or ATM business would have no credit rating and
may not have access to the capital markets on acceptable terms;
unforeseen tax liabilities or changes in tax law; requests or
requirements of governmental authorities related to certain
existing liabilities; and the ability to obtain or consummate
financing or refinancing related to the transaction upon acceptable
terms or at all.
Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results
may vary materially from those set forth in the forward-looking
statements. There can be no guarantee that the proposed separation
will be completed in the expected form or within the expected time
frame or at all. Nor can there be any guarantee that the digital
commerce business and ATM business after a separation will be able
to realize any of the potential strategic benefits, synergies or
opportunities as a result of these actions. Neither can there be
any guarantee that shareholders will achieve any particular level
of shareholder returns. Nor can there be any guarantee that the
proposed separation will maximize value for shareholders, or that
NCR or any of its divisions, or separate digital commerce and ATM
business, will be commercially successful in the future, or achieve
any particular credit rating or financial results.
Additional information concerning these and other factors can be
found in the Company’s filings with the U.S. Securities and
Exchange Commission, including the Company’s most recent annual
report on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K. Any forward-looking statement speaks only as
of the date on which it is made. The Company does not undertake any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230626795663/en/
Investor Contact Michael Nelson NCR Corporation
678-808-6995 michael.nelson@ncr.com
Media Contact Scott Sykes NCR Corporation
scott.sykes@ncr.com
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