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
2020-07-07 / 12:02
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):* *July 7, 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
*Title of each *Trading which
class* Symbol* registered*
*Common shares,
$1.25 par value *New York Stock
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 8.01 Other Events*
*Secured Notes Offerings*
On July 7, 2020, Diebold Nixdorf, Incorporated ('Diebold Nixdorf') announced
the commencement of an offering of U.S. dollar-denominated senior secured
notes (the 'U.S. Notes') and the commencement of an offering by its
wholly-owned subsidiary, Diebold Nixdorf Dutch Holding B.V. (the 'Euro Notes
Issuer'), of Euro-denominated senior secured notes (the 'Euro Notes' and,
together with the U.S. Notes, the 'Notes'), in separate offerings that are
exempt from the registration requirements of the Securities Act of 1933 (the
'Securities Act').
Diebold Nixdorf intends to use the net proceeds of the Notes offerings,
along with cash on hand, to repay a portion of the amounts outstanding under
its senior credit facility (the 'Senior Credit Facility'), including all
amounts outstanding under the term loan A facility and term loan A-1
facility and approximately $194 million revolving credit loans, including
all revolving credit loans due in December 2020, and for the payment of all
related fees and expenses.
It is expected that the Notes will be guaranteed on a senior secured basis
by (i) all of Diebold Nixdorf's existing and future direct and indirect U.S.
subsidiaries that guarantee the Senior Credit Facility and (ii) all of
Diebold Nixdorf's existing and future direct and indirect U.S. subsidiaries
(other than securitization subsidiaries, immaterial subsidiaries and certain
other subsidiaries) that guarantee any of the Euro Notes Issuer's or Diebold
Nixdorf's or its subsidiary guarantors' indebtedness for borrowed money
(collectively, the 'U.S. subsidiary guarantors'). Additionally, it is
expected that the U.S. Notes and the Euro Notes will be guaranteed on a
senior secured basis by the Euro Notes Issuer and Diebold Nixdorf,
respectively. It is also expected that the Notes will be secured by
first-priority liens on substantially all of the tangible and intangible
assets of Diebold Nixdorf, the Euro Notes Issuer and the U.S. subsidiary
guarantors, in each case subject to permitted liens and certain exceptions.
The first-priority liens on the collateral securing the U.S. Notes and the
related guarantees and the Euro Notes and the related guarantees will be
shared ratably among the Notes and the obligations under the Senior Credit
Facility.
The U.S. Notes offering and the Euro Notes offering are not contingent upon
one another. Diebold Nixdorf is filing as Exhibit 99.1 hereto the Press
Release pursuant to Rule 135c under the Securities Act.
*Credit Agreement Amendment*
In the confidential offering memoranda pursuant to which Notes are being
offered, Diebold Nixdorf discloses that it intends to enter into a ninth
amendment (the 'Credit Agreement Amendment') to the Senior Credit Facility
to, among other things, extend the maturity of some or all of its revolving
credit commitments and revolving credit loans from April 30, 2022 to July
2023 and amend the financial covenants in the Senior Credit Facility in
connection with the extension of such maturities. As of the date of the
confidential offering memoranda, Diebold Nixdorf has received non-binding
commitments from lenders to extend approximately $330 million of revolving
credit loans to July 2023. Diebold Nixdorf currently expects to enter into
the Credit Agreement Amendment on or around the date of the closing of Notes
offerings.
Although Diebold Nixdorf is in negotiations regarding the Credit Agreement
Amendment, there can be no assurance that it will enter into an amendment to
the credit agreement governing the Senior Credit Facility on such terms or
at all.
*Item 9.01 Financial Statements and Exhibits*
*(d) Exhibits.*
*Exhibit*
*Number* *Description*
Press Release of Diebold Nixdorf, Incorporated
99.1 dated July 7, 2020
Cover Page Interactive Data File (embedded within
104 the Inline XBRL document)
*SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Diebold Nixdorf, Incorporated
July 7, 2020 By: _/s/ Jeffrey Rutherford_
Name: Jeffrey Rutherford
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
*Exhibit 99.1*
/ *Press Release*
_Media contact:_ _Investor contact:_
Mike Jacobsen, APR Steve Virostek
+1 330 490 3796 +1 330 490 6319
michael.jacobsen@dieboldnixdorf.com stephen.virostek@dieboldnixdorf.com
*FOR IMMEDIATE RELEASE:*
July 7, 2020
*DIEBOLD NIXDORF ANNOUNCES COMMENCEMENT OF OFFERINGS OF SENIOR SECURED
NOTES*
NORTH CANTON, Ohio - Diebold Nixdorf, Incorporated (NYSE: DBD) today
announced that it has commenced an offering of $690 million aggregate
principal amount of senior secured notes due 2025 (the 'U.S. Notes'). In
addition, its wholly-owned subsidiary, Diebold Nixdorf Dutch Holding B.V.
(the 'Euro Notes Issuer'), has commenced an offering of EUR 350 million
aggregate principal amount of senior secured notes due 2025 (the 'Euro
Notes' and, together with the U.S. Notes, the 'Notes') in separate offerings
(the 'Notes Offerings') that are exempt from the registration requirements
of the Securities Act of 1933 (the 'Securities Act'). Both offerings are
subject to market conditions.
The company intends to use the net proceeds of the Notes Offerings, along
with cash on hand, to repay a portion of the amounts outstanding under its
senior credit facility (the 'Senior Credit Facility'), including all amounts
outstanding under the term loan A facility and term loan A-1 facility and
approximately $194 million revolving credit loans, including all revolving
credit loans due in December 2020, and for the payment of all related fees
and expenses.
It is expected that the Notes will be guaranteed on a senior secured basis
by (i) all of Diebold Nixdorf's existing and future direct and indirect U.S.
subsidiaries that guarantee the Senior Credit Facility and (ii) all of
Diebold Nixdorf's existing and future direct and indirect U.S. subsidiaries
(other than securitization subsidiaries, immaterial subsidiaries and certain
other subsidiaries) that guarantee any of the Euro Notes Issuer's or Diebold
Nixdorf's or its subsidiary guarantors' indebtedness for borrowed money
(collectively, the 'U.S. subsidiary guarantors'). Additionally, it is
expected that the U.S. Notes and the Euro Notes will be guaranteed on a
senior secured basis by the Euro Notes Issuer and Diebold Nixdorf,
respectively. It is also expected that the Notes will be secured by
(MORE TO FOLLOW) Dow Jones Newswires
July 07, 2020 06:02 ET (10:02 GMT)
