Diebold Nixdorf, Incorporated
Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
Diebold Nixdorf, Incorporated
/ Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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
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:
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.
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.
Exhibit 99.1
FOR IMMEDIATE RELEASE: 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 €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 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. Forward-looking statements
07.07.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | Diebold Nixdorf, Incorporated |
5995 Mayfair Road | |
44720 North Canton, OH | |
United States | |
Internet: | www.dieboldnixdorf.com |
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