DGAP Post-admission Duties announcement: Diebold Nixdorf, Incorporated /
Third country release according to Article 50 Para. 1, No. 2 of the WpHG
[the German Securities Trading Act]
Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG
[the German Securities Trading Act] with the objective of Europe-wide
distribution
2020-03-20 / 12:07
Dissemination of a Post-admission Duties announcement according to Article
50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*UNITED STATES*
*SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549*
*FORM 8-K*
*CURRENT REPORT*
*Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*
*Date of Report (Date of Earliest Event Reported):* March 16, 2020
*Diebold Nixdorf, Incorporated *
(Exact name of registrant as specified in its charter)
_________________________________________________
Ohio 1-4879 34-0183970
(I.R.S.
(Commission Employer
(State or other jurisdiction File Identification
of incorporation) Number) No.)
5995 Mayfair Road, P.O. Box 3077,
North Canton, Ohio 44720-8077
(Address of principal executive
offices) (Zip Code)
Registrant's telephone number, including area code: (330) 490-4000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
*Name of each
exchange on which
*Title of each class* *Trading Symbol* registered*
*Common shares, $1.25 *New York Stock
par value per share* *DBD* Exchange*
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging growth company -
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. -
*Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.*
As previously disclosed, Diebold Nixdorf, Incorporated (the 'Company') and
Diebold Self-Service Solutions S.a r.l. are borrowers and certain of the
Company's domestic subsidiaries are guarantors under a credit agreement,
dated as of November 23, 2015 (as amended, supplemented and otherwise
modified, the 'Senior Credit Facility'), with JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders and other persons party thereto, which
provides for a revolving facility of up to approximately $412.5 million (the
'Revolving Facility').
On March 16, 2020, the Company provided notice to the administrative agent
under the Revolving Facility to draw down the entire available amount $325.9
million under the Revolving Facility. While the Company has ample liquidity,
it is increasing its cash position out of an abundance of caution in light
of the evolving COVID-19 health situation and related macroeconomic
implications. The Company is enhancing its financial flexibility as a
critical provider of Connected Commerce solutions to financial institutions,
supermarkets, pharmacies and fuel stations through its industry-leading
automated teller machines (ATMs), AllConnect ServicesSM, retail
self-checkout and point of sale solutions. The additional borrowings under
the Revolving Facility may be used for general corporate purposes.
As of March 19, 2020, a total of $412.5 million was outstanding or utilized
for letters of credit issued under the Revolving Facility. Approximately
$68.8 million of the commitments under the Revolving Facility mature on
December 23, 2020, and approximately $343.8 million of the commitments under
the Revolving Facility mature on April 30, 2022. The Company may repay
amounts borrowed under the Revolving Facility at any time without penalty.
Additionally, in February the Company obtained an amendment to the Senior
Credit Facility that will provide additional flexibility to refinance debt
in the future. Specifically, this amendment permits the Company to raise
different types of secured and unsecured debt as well as the option to
tender for secured debt on favorable terms ahead of the maturity dates.
*Forward-Looking Statements*
In this current report on Form 8-K, statements that are not historical
information are 'forward-looking statements' within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements
regarding the Company's future operations, financial condition, liquidity,
and ability to refinance debt in the future. Statements can generally be
identified as forward looking because they include words such as 'believes,'
'anticipates,' 'expects,' 'could,' 'should' or words of similar meaning.
Statements that describe the Company's future plans, objectives or goals are
also forward-looking statements. Forward-looking statements are subject to
assumptions, risks and uncertainties that may cause actual results to differ
materially from those contemplated by such forward-looking statements. The
factors that may affect the Company's results include, among others: the
ultimate impact of the ongoing coronavirus (COVID-19) outbreak; the ultimate
impact of the appraisal proceedings initiated in connection with the
implementation of the domination and profit and loss transfer agreement with
Diebold Nixdorf AG and the merger squeeze-out; the Company's ability to
achieve benefits from its cost-reduction initiatives and other strategic
initiatives, such as DN Now, including its planned restructuring actions, as
well as its business process outsourcing initiative; the success of the
Company's new products, including its DN Series line; the Company's ability
to comply with the covenants contained in the agreements governing its debt;
the Company's ability to successfully refinance its debt when necessary or
desirable; the ultimate outcome of the Company's pricing, operating and tax
strategies applied to former Diebold Nixdorf AG and the ultimate ability to
realize cost reductions and synergies; the changes in political, economic or
other factors such as interest rates, currency exchange rates, inflation
rates, recessionary or expansive trends, taxes and regulations and laws
affecting the worldwide business in each of the Company's operations;
interest rate foreign currency exchange rate fluctuations, including the
impact of currency devaluations in countries experiencing high inflation
rates; changes in political, economic or other factors such as currency
exchange rates, inflation rates, recessionary or expansive trends, taxes and
regulations and laws affecting the worldwide business in each of the
Company's operations; the Company's reliance on suppliers and any potential
disruption to the Company's global supply chain; the impact of market and
economic conditions, including any additional deterioration and disruption
in the financial and service markets, including the bankruptcies,
restructurings or consolidations of financial institutions, which could
reduce our customer base and/or adversely affect our customers' ability to
make capital expenditures, as well as adversely impact the availability and
cost of credit; interest rate and foreign currency exchange rate
fluctuations, including the impact of possible currency devaluations in
countries experiencing high inflation rates; the acceptance of the Company's
product and technology introductions in the marketplace; competitive
pressures, including pricing pressures and technological developments;
changes in the Company's relationships with customers, suppliers,
distributors and/or partners in its business ventures; the effect of
legislative and regulatory actions in the U.S. and internationally and the
Company's ability to comply with government regulations; the impact of a
security breach or operational failure on the Company's business; the
Company's ability to successfully integrate other acquisitions into its
operations; the Company's success in divesting, reorganizing or exiting
non-core and/or non-accretive businesses; the Company's ability to maintain
effective internal controls; 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; unanticipated litigation, claims or assessments, as well as
the outcome/impact of any current/pending litigation, claims or assessments;
the investment performance of the Company's pension plan assets, which could
require the Company to increase its pension contributions, and significant
changes in healthcare costs, including those that may result from government
action; and the amount and timing of repurchases of the Company's common
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