DJ DGAP-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
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)
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.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy any securities. The Notes and related guarantees are
being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on the exemption from registration set
forth in Rule 144A under the Securities Act, and outside the United States,
to non-U.S. persons in reliance on the exemption from registration set forth
in Regulation S under the Securities Act. The Notes and the related
guarantees have not been and will not be registered under the Securities
Act, or the securities laws of any state or other jurisdiction, and may not
be offered or sold in the United States except pursuant to an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities or blue sky laws and foreign securities laws.
*About Diebold Nixdorf*
Diebold Nixdorf, Incorporated (NYSE: DBD) is a world leader in enabling
connected commerce. We automate, digitize and transform 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 22,000 employees worldwide.
*Forward-looking statements*
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Statements can
generally be identified as forward-looking because they include words such
as 'anticipates,' 'expects,' 'intends,' 'plans,' 'will,' 'believes,'
'estimates,' 'potential,' 'target,' 'predict,' 'project,' 'seek' or words of
similar meaning. Statements that describe Diebold Nixdorf'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 Diebold Nixdorf's
results include, among others: the impact of the ongoing coronavirus
(COVID-19) pandemic; the outcome of the appraisal proceedings initiated in
connection with the implementation of the domination and profit and loss
transfer agreement entered into by Diebold Holding Germany Inc. & Co. KGaA,
a wholly-owned subsidiary of Diebold Nixdorf, and former Diebold Nixdorf AG,
which became effective on February 17, 2017 and the merger/squeeze-out of
minority shareholders of former Diebold Nixdorf AG, which became effective
on May 10, 2019; our ability to achieve benefits from our cost-reduction
initiatives and other strategic initiatives, such as DN Now, including our
planned restructuring actions, as well as our business process outsourcing
initiative; the success of our new products, including our DN Series line;
our ability to comply with the covenants contained in the agreements
governing our debt; our ability to successfully refinance our debt when
necessary or desirable; the ultimate outcome of our pricing, operating and
tax strategies applied to former Diebold Nixdorf AG and the ultimate ability
to realize cost reductions and synergies; 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 our operations; our reliance on suppliers and any
potential disruption to our 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 our product
and technology introductions in the marketplace; competitive pressures,
including pricing pressures and technological developments; changes in our
relationships with customers, suppliers, distributors and/or partners in our
business ventures; the effect of legislative and regulatory actions in the
U.S. and internationally, including environmental actions, and our ability
to comply with applicable laws and government regulations; the impact of a
security breach or operational failure on our business; our ability to
successfully integrate acquisitions into our operations; our success in
divesting, reorganizing or exiting non-core and/or non-accretive businesses;
our ability to maintain effective internal controls; changes in our
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, including those that involve environmental matters,
as well as the outcome/impact of any current/pending litigation, claims or
assessments; the investment performance of our pension plan assets, which
could require us to increase our pension contributions, and significant
changes in healthcare costs, including those that may result from government
action; the amount and timing of repurchases of Diebold Nixdorf's common
shares, if any; our and the Euro Notes Issuer's ability to complete the
Notes Offerings on terms that are commercially attractive to us or at all;
and other factors described in Diebold Nixdorf's filings with the Securities
and Exchange Commission (the 'SEC'), including our Annual Report on Form
10-K for the year ended December 31, 2019, our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2020 and in other documents that we
file with the SEC. You should consider these factors carefully in evaluating
forward-looking statements and are cautioned not to place undue reliance on
such statements. Diebold Nixdorf assumes no obligation to update any
forward-looking statements, which speak only as of the date of this press
release.
2020-07-07 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Diebold Nixdorf, Incorporated
5995 Mayfair Road
44720 North Canton, OH
United States
Internet: www.dieboldnixdorf.com
End of News DGAP News Service
1088207 2020-07-07
(END) Dow Jones Newswires
July 07, 2020 06:02 ET (10:02 GMT)
