Commentary & Deal Flow

Diebold Nixdorf, Incorporated Announces the Expiration and Final Results 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

Dec 27, 2022, 08:30 ET

HUDSON, Ohio, Dec. 27, 2022 /PRNewswire/ -- On December 27, 2022, Diebold Nixdorf, Incorporated ("Parent") (NYSE:DBD) announced that its previously announced private exchange offers and consent solicitations (the "Exchange Offers and Consent Solicitations") to certain Eligible Holders (as defined below) 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") expired as of 11:59 p.m., New York City time, on December 23, 2022 (the "Expiration Time"). According to the information received from D.F. King & Co., the Information and Exchange Agent for the Exchange Offers and Consent Solicitations, as of the Expiration Time, $697,299,000 in aggregate principal amount of the 2025 USD Senior Notes (representing 99.61% of the aggregate principal amount of the outstanding 2025 USD Notes) and €345,524,000 in aggregate principal amount of the 2025 EUR Senior Notes (representing 98.72% of the aggregate principal amount of the outstanding 2025 EUR Senior Notes) had been validly tendered and not validly withdrawn.

The "Settlement Date" with respect to the Exchange Offers and Consent Solicitations is expected to occur on December 29, 2022 (the "Settlement Date"), which is the third business day following the Expiration Time. On the Settlement Date, subject to the satisfaction or waiver of the conditions of the Exchange Offers and Consent Solicitations and upon acceptance by Parent and Dutch Issuer of the 2025 USD Senior Notes and the 2025 EUR Senior Notes, respectively, (1) Eligible Holders who validly tendered 2025 USD Senior Notes that are accepted for exchange will receive, for each $1,000 in principal amount of 2025 USD Senior Notes, $1,030 in principal amount of 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, the first interest payment date, the first date from which interest will accrue and other than with respect to CUSIP and ISIN numbers and (2) Eligible Holders who validly tendered 2025 EUR Senior Notes that are accepted for exchange will receive, for each €1,000 in principal amount of 2025 EUR Senior Notes, €1,030 in principal amount of 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, the first interest payment date, the first date from which interest will accrue and other than with respect to ISIN numbers and common codes. In addition, Eligible Holders will receive payment in cash for accrued and unpaid interest to, but excluding, the Settlement Date on the Existing Notes that are accepted for exchange.

The Exchange Offers and Consent Solicitations are being made on the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated as of November 28, 2022 (as amended, the "Offering Memorandum"), and the related eligibility letter, each of which sets forth in more detail the terms and conditions of the Exchange Offers and Consent Solicitations.

The Exchange Offers and Consent Solicitations 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 previously reported Transaction Support Agreement that it has entered into (as amended, the "Transaction Support Agreement"), including, subject to waiver, minimum participation thresholds of 81.3% for the exchange of Parent's 8.50% Senior Notes due 2024 and 95% for the exchange of the existing term loans described more fully in the Transaction Support Agreement and the Offering Memorandum (the "Minimum Tender Conditions") and consummation of the refinancing transactions described in the Transaction Support Agreement and the Offering Memorandum on the Settlement Date (the "Refinancing Condition"). The Minimum Tender Conditions have been satisfied as of the Expiration Time and Parent currently expects the Refinancing Condition will be satisfied on the Settlement Date.

D.F. King & Co., Inc. is acting 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.

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 or the Dutch Issuer, as applicable, that they are eligible to participate in 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.