Related Issuers
by Stephen Carter
Nov 29, 2022 7:28 AM ET
Diebold Nixdorf, Incorporated Announces First Amendment to Transaction Support Agreement
Nov 28, 2022, 23:35 ET
HUDSON, Ohio, Nov. 28, 2022 /PRNewswire/ -- Diebold Nixdorf, Incorporated ("Parent") (NYSE: DBD) today announced that it has entered into an amendment (the "Amendment") to the previously announced Transaction Support Agreement ("TSA"), among Parent, certain of its subsidiaries and holders of over a majority of its term loans and each series of its outstanding secured and unsecured notes.
The Amendment, among other items, (i) reduces the minimum participation threshold for the consent solicitation and private exchange offer with respect to Parent's existing 8.50% senior notes due 2024 that is contemplated by the TSA (the "2024 Consent Solicitation and Exchange Offer") to 83.4% from 95% and (ii) provides that all eligible holders who participate in the 2024 Consent Solicitation and Exchange Offer, as well as the term loan exchange and senior secured notes consent solicitation that are contemplated by the TSA, in accordance with their terms, will receive the transaction premiums applicable thereto that were previously reserved for eligible holders who had signed the TSA or joinders thereto. In addition, the Amendment includes covenants pursuant to which Parent has agreed to use its reasonable best efforts, consistent with applicable securities laws, to consummate a registered exchange offer for the benefit of holders that are not eligible to, or that do not, participate in the 2024 Consent Solicitation and Exchange Offer as soon as practicable following the completion of the 2024 Consent Solicitation and Exchange Offer but in no event later than May 30, 2023, subject to extension in certain limited circumstances, but no later than June 30, 2023. There is no assurance that such offer will be commenced or will be completed within the time period specified, or at all. No offer will be made with respect to such offer unless and until a registration statement has been filed with the Securities and Exchange Commission and Parent announces that such offer has been launched.
Diebold Nixdorf Incorporated Announces the Commencement of an Exchange Offer and Consent Solicitation with respect to its Outstanding 8.50% Senior Notes due 2024
November, 28 2022 11:35 PM
HUDSON, Ohio , Nov. 28, 2022 /PRNewswire/ -- Diebold Nixdorf , Incorporated ("Parent") (NYSE:DBD) today announced the commencement of a private exchange offer and consent solicitation (the "Exchange Offer and Consent Solicitation") with respect to the outstanding 8.50% Senior Notes due 2024 issued by Parent (144A CUSIP: 253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7) (the "2024 Senior Notes").
Exchange Offer and Consent Solicitation
The Exchange Offer and Consent Solicitation includes a private offer to Eligible Holders (as defined below) to exchange any and all 2024 Senior Notes for units (the "Units") consisting of (i) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued by Parent (the "New Notes") and (ii) warrants (the "New Warrants") to purchase common shares, par value $1.25 per share, of Parent ("Common Shares"). The New Warrants will, in the aggregate, be exercisable for up to 19.99% of the Common Shares outstanding on the business day immediately preceding the Settlement Date (as defined below), subject to adjustment.
The Exchange Offer and Consent Solicitation is being made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of November 28 , 2022 (the "Offering Memorandum"), and the related eligibility letter, which set forth in more detail the terms and conditions of the Exchange Offer and Consent Solicitation.
In connection with the Exchange Offer and Consent Solicitation, Parent is also soliciting consents to enter into a supplemental indenture (the "2024 Senior Notes Supplemental Indenture") with respect to the indenture governing the 2024 Senior Notes, dated as of April 19, 2016 (as amended, the "2024 Senior Notes Indenture"), in order to amend certain provisions of the 2024 Senior Notes Indenture to eliminate certain of the covenants, restrictive provisions and events of default intended to protect holders, among other things, as described in more detail in the Offering Memorandum.
The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on December 23, 2022, unless earlier terminated or extended by Parent (such time and date, as it may be extended, the "Expiration Time"). 2024 Senior Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on December 9, 2022 (the "Early Delivery Time"), but not thereafter.
The following table sets forth the Exchange Offer Consideration, Early Participation Premium and Total Offer Consideration (each as defined in the Offering Memorandum) for the 2024 Senior Notes.
Exchange Offer | |||||
Existing Securities | Maturity Date | Aggregate Principal Amount Outstanding | Exchange Offer Consideration (1) | Early Participation Premium (1) | Total Offer Consideration (1)(3) |
2024 Senior Notes | April 15, 2024 | $400,000,000 | $950 principal amount of Units representing and the Unit Warrant Number of New Warrants (2) | $50 principal amount of Units representing and the Unit Warrant Number of New Warrants (2) | $1,000 principal amount of Units representing |
(1) | Consideration, representing principal amount of Units, per $1,000 principal amount of 2024 Senior Notes validly tendered and not validly withdrawn, subject to any rounding as described herein. |
(2) | Consideration representing New Warrants to purchase Common Shares. Each New Warrant will initially represent the right to purchase one Common Share, subject to certain adjustments as described in the Offering Memorandum, at an exercise price of $0.01 per share. The New Warrants will, in the aggregate and upon exercise, be exercisable for up to 19.99% of the Common Shares outstanding on the business day immediately preceding the Settlement Date (calculated on a non-diluted basis and prior to giving effect to any exercise of such New Warrants and the payment of the exercise price thereof via net settlement as described in the Offering Memorandum) (subject to adjustment as described in the Offering Memorandum, the "Maximum Number of Warrant Shares"). The "Unit Warrant Number" means, for any principal amount of outstanding New Notes represented by outstanding Units (including Units and New Notes issued after the Settlement Date as described more fully in the Offering Memorandum), the number of New Warrants exercisable for an aggregate number of Common Shares equal to the product of (a) (i) such principal amount of New Notes (including any payment-in-kind interest ("PIK Interest"), if applicable) divided by (ii) the aggregate principal amount of outstanding New Notes part of all outstanding Units (including any PIK Interest, if applicable, and New Notes issued as part of Units after the Settlement Date as described more fully in the Offering Memorandum) and (b) the Maximum Number of Warrant Shares, in each case, as of any time of determination. The New Warrants are subject to automatic termination and cancellation in some circumstances, as described more fully in the Offering Memorandum. As described in the Offering Memorandum, Parent may issue Units after the Settlement Date to holders of 2024 Senior Notes that did not participate or were not eligible to participate in the Exchange Offer and Consent Solicitation. The Unit Warrant Number as of the Settlement Date will be reduced if and to the extent such offering of Units after the Settlement Date is consummated to give effect to the issuance of the Units and New Notes in such transaction, as described more fully in the Offering Memorandum. |
(3) | Includes the Early Participation Premium for 2024 Senior Notes validly tendered (and not validly withdrawn) at or prior to the Early Delivery Time. |
(4) | The New Notes will accrue interest from the date on which such New Notes are issued. Holders will receive payment in the form of additional aggregate principal amount of Units (with no corresponding increase to the warrants component of the Units), based on, and representing, the principal amount of New Notes that form a part thereof, for any amounts of accrued and unpaid interest to, but excluding, the Settlement Date (as defined below), on the 2024 Senior Notes that are exchanged. |
For each $1,000 in principal amount of 2024 Senior Notes that an Eligible Holder validly delivers (and does not validly withdraw) in accordance with the terms of the Offering Memorandum at or prior to the Early Delivery Time, such Eligible Holder will receive, on the settlement date, which we currently expect to be the third business day following the Expiration Time (the "Settlement Date"), the Total Exchange Consideration as set forth in the table above, which includes the Early Participation Premium as set forth in the table above, for all such 2024 Senior Notes that are accepted. Holders who validly deliver (and do not validly withdraw) their 2024 Senior Notes after the Early Delivery Time but at or prior to the Expiration Time, will not be eligible to receive the Early Participation Premium and, accordingly, will be eligible to receive, on the Settlement Date, only the Exchange Offer Consideration as set forth in the table above, for all such 2024 Senior Notes that are accepted.
The 2024 Senior Notes may be delivered in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. The Units and, as component parts of the Units, the New Notes will be issued in minimum denominations of $2,000 principal amount and integral multiples of $1.00 principal amount in excess thereof.
As previously reported, Parent entered into a Transaction Support Agreement (the "Transaction Support Agreement") dated October 20, 2022, with certain of its subsidiaries, including Diebold Nixdorf Dutch Holding B.V . (the "Dutch Issuer" and, together with the other applicable subsidiaries, the "Existing Guarantors"), and certain holders of Parent's existing indebtedness (the "TSA Supporting Parties"), which was subsequently amended on the date hereof, whereby the TSA Supporting Parties have agreed to the principal terms of a new money financing and recapitalization and exchanges that address certain near-term debt maturities (the "Refinancing Transactions"), subject to the terms and conditions set forth therein. The TSA Supporting Parties represent over 90% of the aggregate principal amount of Parent's 9.375% Senior Secured Notes due 2025 (the " 2025 USD Senior Notes"), over 90% of the aggregate principal amount of the Dutch Issuer's 9.000% Senior Secured Notes due 2025 (the " 2025 EUR Senior Notes"), approximately 97% of the aggregate principal amount of Parent's existing term loans and approximately 83% of the aggregate principal amount of the 2024 Senior Notes. The terms and conditions of the Transaction Support Agreement are described more fully in the Offering Memorandum and in Parent's Form 8-K filed on October 20, 2022 and Form 8-K submitted on the date hereof.
The Exchange Offer and Consent Solicitation are subject to certain conditions, which Parent may waive in full or in part in its sole discretion, but subject to the terms of the Transaction Support Agreement, including, subject to waiver, minimum participation thresholds of 83.4% for the Exchange Offer and Consent Solicitation and 95% for the exchange of the existing term loans described more fully in the Transaction Support Agreement and the Offering Memorandum, among other conditions. Consummation of the Refinancing Transactions on the Settlement Date is a condition to the Exchange Offer and Consent Solicitation. If the conditions to the Exchange Offer and Consent Solicitation are not satisfied, the 2024 Senior Notes Supplemental Indenture will not become operative.
D.F. King & Co., Inc. will also act as the Information and Exchange Agent for the Exchange Offer and Consent Solicitation. Questions or requests for assistance related to the Exchange Offer or for copies of the Offering Memorandum may be directed to D.F. King & Co., Inc. at (800) 290-6428 (U.S. toll free), +1(212) 269-5550 (collect), or diebold@dfking.com (email). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold 2024 Senior Notes as to when such intermediary would need to receive instructions from such Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer and Consent Solicitation, before the deadlines specified herein and in the Offering Memorandum. The deadlines set by any such intermediary and The Depositary Trust Company for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum.
The New Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Therefore, the New Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Exchange Offer and Consent Solicitation are being made, and the Units, New Notes and New Warrants, are being offered and issued, and this announcement is directed, only (a) in the United States , to holders of the 2024 Senior Notes who are (i) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or (ii) an institutional "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and (b) outside the United States to holders of the 2024 Senior Notes who are not, and who are not acting for the account or benefit of, any U.S. person as that term is defined in Rule 902 under the Securities Act and, in each case, if the holder is in the European Economic Area, the United Kingdom , Canada or another relevant jurisdiction, such holder is a "non-U.S. qualified offeree." The holders of the 2024 Senior Notes who have certified to Parent that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions as set forth in the eligibility letter are referred to as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation. The New Securities will not be transferable except in accordance with the restrictions described in the Offering Memorandum. The eligibility letter can be accessed at the following link: www.dfking.com/diebold .
For the purposes of the foregoing paragraph, "non-U.S. qualified offeree" means:
(1) Any person that is located and/or resident in a Member State of the European Economic Area and is (x) a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) and (y) not a retail investor. For these purposes, a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
(2) Any person that is located and/or resident in the United Kingdom and is:
(x) a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
(y) not a retail investor; and
(z) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) a high net worth entity or other person to whom it may lawfully be communicated , falling within Article 49(2) (a) to (d) of the Order;
and for the purposes of this paragraph (2), a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;
(3) Any person that is resident in the Provinces of Ontario , British Columbia or Alberta, Canada and is (i) an accredited investor, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act ( Ontario ), as applicable, and (ii) a permitted client as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; or
(4) Any person outside the United States , the European Economic Area, the United Kingdom and Canada to whom the Exchange Offer may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.
Diebold Nixdorf, Incorporated Announces the Commencement of Exchange Offers and Consent Solicitations with respect to its Outstanding 9.375% Senior Secured Notes due 2025 and Diebold Nixdorf Dutch Holding B.V.'s 9.000% Senior Secured Notes due 2025
Nov 28, 2022, 23:35 ET
HUDSON, Ohio, Nov. 28, 2022 /PRNewswire/ -- Diebold Nixdorf, Incorporated ("Parent") (NYSE:DBD) today announced the commencement of private exchange offers and consent solicitations (the "Exchange Offers and Consent Solicitations") with respect to the outstanding 9.375% Senior Secured Notes due 2025 issued by Parent (144A CUSIP: 253657AA8; 144A ISIN: US253657AA82; REG S CUSIP: U25317AA3; ISIN: USU25317AA30) (the "2025 USD Senior Notes") and the outstanding 9.000% Senior Secured Notes due 2025 issued by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer"), a direct and wholly owned subsidiary of Parent (144A ISIN: XS2206383080; 144A Common Code 220638308; REG S ISIN: XS2206382868; REG S Common Code 220638286 (the "2025 EUR Senior Notes", and together with the 2025 USD Senior Notes, the "Existing Notes").
Exchange Offers and Consent Solicitations
The Exchange Offers and Consent Solicitations include private offers to Eligible Holders (as defined below) to exchange (i) any and all 2025 USD Senior Notes for new senior secured notes (the "New 2025 USD Senior Notes") having the same terms as the 2025 USD Senior Notes, other than the issue date and other than with respect to CUSIP and ISIN numbers, along with certain enhancements to the covenants and collateral and guarantee provisions, and (ii) any and all 2025 EUR Senior Notes for new senior secured notes (the "New 2025 EUR Senior Notes" and, together with the New 2025 USD Senior Notes, the "New Notes") having the same terms as the 2025 USD Senior Notes, other than the issue date and other than with respect to ISIN numbers and common codes, along with certain enhancements to the covenants and collateral and guarantee provisions. Eligible Holders that validly tender their Existing Notes will also receive accrued and unpaid interest on the Existing Notes on the Settlement Date (as defined below).
The Exchange Offers and Consent Solicitations are being made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of November 28, 2022 (the "Offering Memorandum"), and the related eligibility letter, which set forth in more detail the terms and conditions of the Exchange Offers and Consent Solicitations.
In connection with the Exchange Offers and Consent Solicitations, Parent and the Dutch Issuer are also soliciting consents to enter into supplemental indentures with respect to (i) the indenture governing the 2025 USD Senior Notes, dated as of July 20, 2020 (the "2025 USD Senior Notes Indenture"), and (ii) the indenture governing the 2025 EUR Senior Notes, dated as of July 20, 2020 (the "2025 EUR Senior Notes Indenture" and, together with the 2025 USD Senior Notes Indenture, the "Senior Notes Indentures"), in order to amend certain provisions of the Indentures to, among other things, permit the Refinancing Transactions (as defined below) set forth in the Transaction Support Agreement (as defined below), as described in more detail in the Offering Memorandum.
The Exchange Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on December 23, 2022 unless earlier terminated or extended by Parent (such time and date, as it may be extended, the "Expiration Date"). Existing Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on December 9, 2022, but not thereafter.
For each $1,000 in principal amount of 2025 USD Senior Notes that an Eligible Holder validly tenders (and does not validly withdraw) in accordance with the terms of the Offering Memorandum, such Eligible Holder will receive $1,030 in principal amount of New 2025 USD Senior Notes, and for each €1,000 in principal amount of 2025 EUR Senior Notes that an Eligible Holder validly tenders (and does not validly withdraw) in accordance with the terms of the Offering Memorandum, such Eligible Holder will receive €1,030 in principal amount of New 2025 EUR Senior Notes (collectively, the "Exchange Offer Consideration"). The Eligible Holders will receive the Exchange Offer Consideration and accrued and unpaid interest on the Existing Notes on the settlement date, which we expect will be the third business day following the Expiration Date (the "Settlement Date").
The 2025 USD Senior Notes may be tendered in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. The 2025 EUR Senior Notes may be tendered in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof. The New Notes and the Exchange Offer Consideration will only be issued in minimum denominations of $2,000 or €2,000, as applicable, and any integral multiple of $1,000 or €1,000, as applicable. New Notes or Exchange Offer Consideration in denominations of less than $2,000 or €2,000, as applicable, will not be issued and Eligible Holders will receive cash in lieu thereof.
As previously reported, Parent entered into a Transaction Support Agreement (the "Transaction Support Agreement") dated October 20, 2022, with certain of its subsidiaries, including the Dutch Issuer, and certain holders of Parent's existing indebtedness (the "TSA Supporting Parties"), which was subsequently amended on the date hereof, whereby the TSA Supporting Parties have agreed to the principal terms of a new money financing and recapitalization and exchanges that address certain near-term debt maturities (the "Refinancing Transactions"), subject to the terms and conditions set forth therein. The TSA Supporting Parties represent over 90% of the aggregate principal amount of the 2025 USD Senior Notes, over 90% of the aggregate principal amount of the 2025 EUR Senior Notes, approximately 97% of the aggregate principal amount of Parent's existing term loans and approximately 83% of the aggregate principal amount of Parent's 2024 Senior Notes. The terms and conditions of the Transaction Support Agreement are described more fully in the Offering Memorandum and in Parent's Form 8-K filed on October 20, 2022 and Form 8-K submitted on the date hereof.
The Exchange Offers and Consent Solicitations are subject to certain conditions, which Parent and the Dutch Issuer may waive in full or in part in their sole discretion, but subject to the terms of the Transaction Support Agreement, including, subject to waiver, minimum participation thresholds of 83.4% for the exchange of the 2024 Senior Notes and 95% for the exchange of the existing term loans, in each case as such exchanges are described more fully in the Transaction Support Agreement and the Offering Memorandum, among other conditions. Consummation of the Refinancing Transactions on the Settlement Date is a condition to the Exchange Offers and Consent Solicitations. If the conditions to the Exchange Offers and Consent Solicitations are not satisfied, the supplemental indentures to the Senior Notes Indentures will not become operative.
D.F. King & Co., Inc. will also act as the Information and Exchange Agent for the Exchange Offers and Consent Solicitations. Questions or requests for assistance related to the Exchange Offers and Consent Solicitations or for copies of the Offering Memorandum may be directed to D.F. King & Co., Inc. at (800) 290-6428 (U.S. toll free), +1(212) 269-5550 (collect), or diebold@dfking.com (email). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers and Consent Solicitations.
Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary would need to receive instructions from such Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offers and Consent Solicitations, before the deadlines specified herein and in the Offering Memorandum. The deadlines set by any such intermediary, The Depositary Trust Company, Euroclear Bank SA/NV or Clearstream Banking société anonyme for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum.
The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Exchange Offers and Consent Solicitations are being made, and the New Notes are being offered and issued, and this announcement is directed, only (a) in the United States, to holders of the Existing Notes who are (i) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or (ii) an institutional "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and (b) outside the United States to holders of the Existing Notes who are not, and who are not acting for the account or benefit of, any U.S. person as that term is defined in Rule 902 under the Securities Act and, in each case, if the holder is in the European Economic Area, the United Kingdom, Canada or another relevant jurisdiction, such holder is a "non-U.S. qualified offeree." The holders of the Existing Notes who have certified to Parent and that they are eligible to participate in one or both of the Exchange Offers and Consent Solicitations pursuant to at least one of the foregoing conditions as set forth in the eligibility letter are referred to as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers and Consent Solicitations. The New Notes will not be transferable except in accordance with the restrictions described in the Offering Memorandum. The eligibility letter can be accessed at the following link: www.dfking.com/diebold.