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EQS 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]
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): December 20, 2022 Diebold Nixdorf, Incorporated
(Exact name of registrant as specified in its charter) _
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:
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. ☐
As previously disclosed, Diebold Nixdorf, Incorporated (the “Company”) is party to the Transaction Support Agreement, dated as of October 20, 2022, as amended by the First Amendment to Transaction Support Agreement, dated as of November 28, 2022 (the “Transaction Support Agreement”), among the Company, certain of its subsidiaries and certain creditors holding Existing Debt (as defined in the Transaction Support Agreement), pursuant to which the parties agreed to enter into agreements to undertake certain transactions to amend and exchange certain Existing Debt of the Company and enter into certain new credit facilities and issue certain new notes and warrants of the Company.
On December 20, 2022, the Company entered into the Second Amendment to Transaction Support Agreement (the “Amendment”) among the Company, other guarantors under the Existing Documents (as defined in the Transaction Support Agreement) as set forth on the signature pages to the Transaction Support Agreement and the Consenting Parties (as defined in the Transaction Support Agreement) representing Majority Consenting Parties (as defined in the Transaction Support Agreement) that are signatory thereto. The Amendment (i) reduces the minimum participation threshold for the 2024 Consent Solicitation and Exchange Offer (as defined in the Transaction Support Agreement) to 81.3% from 83.4% and (ii) extends to January 15, 2023, the deadline for the Company to identify two individuals who will be nominated as candidates to the board of directors of the Company at the next board of directors election, as described in more detail in Exhibit A to the Transaction Support Agreement.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities in any transaction, nor a solicitation of consents from any holders of securities in any transaction, nor shall there be any sale of securities or solicitation of consents in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The 2024 Consent Solicitation and Exchange Offer and the 2025 Consent Solicitation (as defined in the Transaction Support Agreement) are only being made to eligible holders pursuant to separate confidential offering documents.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
On December 20, 2022, the Company issued the press releases attached hereto as Exhibits 99.1 and 99.2, respectively, which are incorporated by reference in their entirety.
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 10.1
SECOND AMENDMENT TO TRANSACTION SUPPORT AGREEMENT
This Second Amendment, dated as of December 20, 2022 (this “Amendment”), to that certain Transaction Support Agreement, dated as of October 20, 2022 (as amended prior to the date hereof, the “Transaction Support Agreement”), is by and among (i) Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), and the other guarantors under the Existing Documents as set forth in the signature page to the Transaction Support Agreement (each such party listed in this clause (i), a “Company Party” and, such parties collectively, the “Company Parties”) and (ii) each undersigned Consenting Party that has executed and delivered counterpart signature pages to this Amendment. Each Company Party and each undersigned Consenting Party is referred to herein individually as a “Party”, and collectively as the “Parties.” Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the respective meanings attributed to such terms in the Transaction Support Agreement. RECITALS WHEREAS, the Company Parties and the Consenting Parties are parties to that certain Transaction Support Agreement; WHEREAS, the Company Parties and certain Consenting Parties have engaged in arm’s length, good faith negotiations and reached an agreement regarding certain modifications to the Transaction Support Agreement, as reflected in this Amendment; and WHEREAS, the Parties wish to amend the Transaction Support Agreement pursuant to the terms hereof and to take such actions as may be necessary to give effect to this Amendment. NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AMENDMENT 1.Amendment. Effective as of the Amendment Effective Date (as defined below), the Transaction Support Agreement is hereby amended as follows: (a) The Term Sheet attached as Exhibit A to the Transaction Support Agreement is hereby amended by replacing any reference to “83.4%” therein with a reference to “81.3%”. (b) The section titled “Governance” in the Term Sheet attached as Exhibit A to the Transaction Support Agreement is hereby amended by replacing the words “Prior to the Closing Date” therein with “On or prior to January 15, 2023”. 2.Mutual Representations and Warranties. Each Party, severally and not jointly, represents and warrants to each of the other Parties that, as of the date hereof: (a) such Party is duly organized, validly existing, and in good standing (where such concept is recognized) under the laws of the jurisdiction of its organization, and has all requisite corporate, partnership, limited liability company or other organizational power and authority to enter into this Amendment; (b) the execution, delivery, and performance of this Amendment by such Party does not and shall not (i) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its organizational documents or those of any of its subsidiaries, or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under its
organizational documents or any material contractual obligations to which it or any of its subsidiaries is a party; (c) such Party has no actual knowledge of any event that, due to any fiduciary or similar duty to any other Person or entity, would prevent it from taking any action required of it under this Amendment; and (d) this Amendment is a legally valid and binding obligation of such Party, enforceable against it in accordance with its terms. 3.Amendment Effective Date. This Amendment shall become effective and binding upon each of the Parties upon the occurrence of each of the following events (the date on which such events occur, the “Amendment Effective Date”): a)execution and delivery of counterpart signature pages to this Amendment by the Company Parties and the Majority Consenting Parties; and b)the Company Parties shall have paid all unpaid fees, costs and out-of-pocket expenses of the Advisors in accordance with their respective engagement letters and/or fee letters entered into with the Company (if any) to the extent invoiced at least one Business Day prior to the Amendment Effective Date. 4.Effect on Original Terms; Ratification. Each of the Parties hereby acknowledges and agrees that: (a) except as expressly set forth in this Amendment, all terms of the Transaction Support Agreement shall remain unmodified and shall continue in full force and effect in accordance with its terms from and as of the date hereof, which terms are hereby ratified, confirmed and reaffirmed in all respects; (b) except as expressly set forth in this Amendment, the execution, delivery and effectiveness hereof shall not operate as a waiver of any right, power or remedy of the Parties to the Transaction Support Agreement; and (c) each reference to the Transaction Support Agreement, and words of similar import in the Transaction Support Agreement, shall be a reference to the Transaction Support Agreement as amended by this Amendment and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. 5.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction. Section 21 of the Transaction Support Agreement is hereby incorporated herein by reference. 6.Counterparts; Execution. This Amendment may be executed in one or more counterparts, each of which, when so executed, shall constitute one and the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (PDF) or by DocuSign. This Amendment may be executed on behalf of one or more Consenting Parties by such Consenting Party’s investment manager or advisor, which is a signatory hereto solely in its capacity as the investment manager or advisor of such Consenting Party. 7.Successors. This Amendment is intended to bind and inure to the benefit of the Parties and their respective permitted successors, assigns, heirs, executors, estates, administrators, and representatives. 8.Severability. The invalidity or unenforceability at any time of any provision hereof in any jurisdiction shall not affect or diminish in any way the continuing validity and enforceability of the remaining provisions hereof or the continuing validity and enforceability of such provision in any other jurisdiction; provided that, after excluding the provision that is declared to be invalid or unenforceable, the remaining terms provide for the consummation of the 2
Transactions contemplated by the Transaction Support Agreement in substantially the same manner as originally set forth at the date hereof. 9.Entire Agreement. This Amendment, including all of the exhibits attached hereto, if any, constitutes the entire agreement of the Parties with respect to the subject matter of this Amendment, and supersedes all other prior negotiations, agreements and understandings, whether written, oral, or implied, among the Parties with respect to the subject matter of this Amendment. 10.Headings. The headings of the sections, paragraphs, and subsections of this Amendment are included for convenience only and shall not affect the interpretation of the provisions contained herein. [Signature Pages Follow] 3
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.
[Signature Page to Second Amendment to Transaction Support Agreement]
[Signature Page to Second Amendment to Transaction Support Agreement]
[Signature Page to Second Amendment to Transaction Support Agreement]
[Consenting Parties’ signature pages on file with the Company]
[Signature Page to Second Amendment to Transaction Support Agreement]
FOR IMMEDIATE RELEASE: December 20, 2022
Diebold Nixdorf, Incorporated Announces Amendment of Minimum Participation Threshold in its Previously Announced Exchange Offer and Consent Solicitation with Respect to its Outstanding 8.50% Senior Notes due 2024
HUDSON, Ohio – On December 20, 2022, Diebold Nixdorf, Incorporated (“Parent”) (NYSE:DBD) announced that in connection with its previously announced private exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”) with respect to Parent’s outstanding 8.50% Senior Notes due 2024 (144A CUSIP: 253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7) (the “2024 Senior Notes”), it has amended the minimum participation threshold in the Exchange Offer and Consent Solicitation from 83.4% in aggregate principal amount of the 2024 Senior Notes to 81.3% (the “Amended Minimum Participation Threshold”). Parent has entered into a second amendment to the previously announced Transaction Support Agreement with the parties thereto (as amended, the “Transaction Support Agreement”) to reflect the Amended Minimum Participation Threshold, which has been approved by the Majority Consenting Parties (as defined in the Transaction Support Agreement) that are signatories thereto.
The other terms and conditions of the Exchange Offer and Consent Solicitation remain unchanged.
The Exchange Offer and Consent Solicitation includes (i) a private offer to Eligible Holders (as defined below) to exchange any and all 2024 Senior Notes for units (the “Units”) consisting of (1) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued by Parent (the “New Notes”) and (2) warrants (the “New Warrants” and, together with the Units and the New Notes, the “New Securities”) to purchase common shares, par value $1.25 per share, of Parent (“Common Shares”), which 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) (calculated on a non-diluted basis and prior to giving effect to any exercise of the New Warrants and the payment of the exercise price thereof via net share settlement, which applies to any exercise of the New Warrants), subject to adjustment, and (ii) a related consent solicitation to adopt certain proposed amendments to the indenture governing the 2024 Senior Notes to eliminate certain of the covenants, restrictive provisions and events of default intended to protect holders, among other things, from such indenture, as described in more detail in the Offering Memorandum (as defined below).
The Exchange Offer and Consent Solicitation is 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 Offer and Consent Solicitation.
The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on December 23, 2022 (such date and time, as it may be extended, the “Expiration Time”), unless earlier terminated or extended by Parent. Any 2024 Senior Notes validly tendered pursuant to the Exchange Offer and Consent Solicitation prior to the Expiration Time may not be withdrawn. The settlement date for the Exchange Offer and Consent Solicitation will be promptly after the Expiration Time and is expected to be the third business day following the Expiration Time.
D.F. King & Co., Inc. is acting 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 and Consent Solicitation.
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, 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 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 New Securities 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 2 of 4
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.
About Diebold Nixdorf Diebold Nixdorf, Incorporated (NYSE: DBD) automates, digitizes and transforms 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. Visit www.DieboldNixdorf.com for more information.
Disclaimer This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein. Any solicitation or offer will only be made pursuant to the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
The Exchange Offer and Consent Solicitation is being made solely pursuant to the Offering Memorandum. The Exchange Offer and Consent Solicitation is not being made to holders of 2024 Senior Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offer and Consent Solicitation to be made by a licensed broker or dealer, the Exchange Offer and Consent Solicitation will be deemed to be made on behalf of Parent by the Dealer Manager for the Exchange Offer and Consent Solicitation or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Statements This press release contains statements that are not historical information and are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, projections, statements regarding the company’s expected future performance (including expected results of operations and financial guidance), future financial condition, potential impact of the ongoing coronavirus (COVID-19) pandemic, anticipated operating results, strategy plans, future liquidity and financial position.
Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar meaning. Statements that describe the company’s future plans, objectives or goals are also forward-looking statements, which reflect the current views of the company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
The factors that may affect the company’s results include, among others: •our ability to successfully complete the transactions contemplated by the Transaction Support Agreement, including the ability to negotiate and execute definitive documentation, the receipt of required consents to any or all of such transactions, satisfaction of any conditions in any such documentation and the availability of alternative transactions; 3 of 4
•the overall impact of the global supply chain complexities on the company and its business, including delays in sourcing key components as well as longer transport times, especially for container ships and U.S. trucking, given the company’s reliance on suppliers, subcontractors and availability of raw materials and other components; •our ability to successfully convert our backlog into sales, including our ability to overcome supply chain and liquidity challenges; •the ultimate impact of the ongoing COVID-19 pandemic and other public health emergencies, including further adverse effects to the company’s supply chain, maintenance of increased order backlog, and the effects of any COVID-19 related cancellations; •the company’s ability to successfully meet its cost-reduction goals and continue to achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as the current $150m+ cost savings plan; •the success of the company’s new products, including its DN Series line and EASY family of retail checkout solutions, and electronic vehicle charging service business; •the impact of a cybersecurity breach or operational failure on the company’s business; •the company’s ability to generate sufficient cash to service its debt or to comply with the covenants contained in the agreements governing its debt and to successfully refinance its debt; •the company’s ability to attract, retain and motivate key employees; •the company’s reliance on suppliers, subcontractors and availability of raw materials and other components; •changes in the company’s 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; •the company’s success in divesting, reorganizing or exiting non-core and/or non-accretive businesses and its ability to successfully manage acquisitions, divestitures, and alliances; •the ultimate outcome of the appraisal proceedings initiated in connection with the implementation of the Domination and Profit Loss Transfer Agreement with the former Diebold Nixdorf AG (which was dismissed in the company’s favor at the lower court level in May 2022) and the merger/squeeze-out; •the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce the company’s customer base and/or adversely affect its customers’ ability to make capital expenditures, as well as adversely impact the availability and cost of credit; •the impact of competitive pressures, including pricing pressures and technological developments; •changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, hostilities or conflicts (including the conflict between Russia and Ukraine), disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of the company’s operations; •the company’s ability to maintain effective internal controls; •unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments; •the effect of changes in law and regulations or the manner of enforcement in the U.S. and internationally and the company’s ability to comply with government regulations; and •other factors included in the company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2021, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 and in other documents the company files with the SEC.
Except to the extent required by applicable law or regulation, the company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.
DN-F
### PR_22-4080
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FOR IMMEDIATE RELEASE: December 20, 2022
Diebold Nixdorf, Incorporated Announces Amendment of Condition of its Previously Announced 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
HUDSON, Ohio – On December 20, 2022, Diebold Nixdorf, Incorporated ("Parent") (NYSE:DBD) announced that in connection with its previously announced 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"), it has amended the Exchange Offers and Consent Solicitations condition that Parent’s 8.50% Senior Notes due 2024 (the “2024 Senior Notes”) in aggregate principal amount equal to 83.4% (the “Minimum Participation Threshold”) of the aggregate outstanding principal amount of 2024 Senior Notes exchange into Units, as such exchanges are described more fully in the Transaction Support Agreement and the Offering Memorandum, to lower the Minimum Participation Threshold to 81.3% (the “Amended Minimum Participation Threshold”). Parent has entered into a second amendment to the previously announced Transaction Support Agreement with the parties thereto (as amended, the “Transaction Support Agreement”) to reflect the Amended Minimum Participation Threshold, which has been approved by the Majority Consenting Parties (as defined in the Transaction Support Agreement) that are signatories thereto.
The other terms and conditions of the Exchange Offers and Consent Solicitations remain unchanged.
The Exchange Offers and Consent Solicitations include (i) private offers to Eligible Holders (as defined below) to exchange (a) 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 (b) 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, and (ii) related consent solicitations to adopt certain proposed amendments to the indentures governing the 2025 USD Senior Notes and the 2025 EUR Senior Notes to amend certain provisions of the indentures to, among other things, permit the refinancing transactions set forth in the previously reported Transaction Support Agreement that Parent has entered into (the "Transaction Support Agreement"), as described in more detail in the Offering Memorandum (as defined below).
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 (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 will expire at 11:59 p.m., New York City time, on December 23, 2022 (such date and time, as it may be extended, the “Expiration Time”), unless earlier terminated or extended by Parent. Any 2025 USD Senior Notes and 2025 EUR Senior Notes validly tendered pursuant to the Exchange Offers and Consent Solicitations prior to the Expiration Time may not be withdrawn. The settlement date for the Exchange Offers and Consent Solicitations will be promptly after the Expiration Time and is expected to be the third business day following the Expiration Time.
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 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 2025 USD Senior Notes and 2025 EUR 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, the Exchange Offers and Consent Solicitations, 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 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 the Dutch Issuer 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. 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:
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(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 Offers may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.
About Diebold Nixdorf Diebold Nixdorf, Incorporated (NYSE: DBD) automates, digitizes and transforms 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. Visit www.DieboldNixdorf.com for more information.
Disclaimer This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein. Any solicitation or offer will only be made pursuant to the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum. The Exchange Offers and Consent Solicitations are not being made to holders of the Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offers and Consent Solicitations to be made by a licensed broker or dealer, the Exchange Offers and Consent Solicitations will be deemed to be made on behalf of Parent and the Dutch Issuer by the Dealer Manager for the Exchange Offers and Consent Solicitations or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Statements This press release contains statements that are not historical information and are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, projections, statements regarding the company’s expected future performance (including expected results of operations and financial guidance), future financial condition, potential 3 of 5
impact of the ongoing coronavirus (COVID-19) pandemic, anticipated operating results, strategy plans, future liquidity and financial position.
Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar meaning. Statements that describe the company’s future plans, objectives or goals are also forward-looking statements, which reflect the current views of the company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
The factors that may affect the company’s results include, among others: •our ability to successfully complete the transactions contemplated by the Transaction Support Agreement, including the ability to negotiate and execute definitive documentation, the receipt of required consents to any or all of such transactions, satisfaction of any conditions in any such documentation and the availability of alternative transactions; •the overall impact of the global supply chain complexities on the company and its business, including delays in sourcing key components as well as longer transport times, especially for container ships and U.S. trucking, given the company’s reliance on suppliers, subcontractors and availability of raw materials and other components; •our ability to successfully convert our backlog into sales, including our ability to overcome supply chain and liquidity challenges; •the ultimate impact of the ongoing COVID-19 pandemic and other public health emergencies, including further adverse effects to the company’s supply chain, maintenance of increased order backlog, and the effects of any COVID-19 related cancellations; •the company’s ability to successfully meet its cost-reduction goals and continue to achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as the current $150m+ cost savings plan; •the success of the company’s new products, including its DN Series line and EASY family of retail checkout solutions, and electronic vehicle charging service business; •the impact of a cybersecurity breach or operational failure on the company’s business; •the company’s ability to generate sufficient cash to service its debt or to comply with the covenants contained in the agreements governing its debt and to successfully refinance its debt; •the company’s ability to attract, retain and motivate key employees; •the company’s reliance on suppliers, subcontractors and availability of raw materials and other components; •changes in the company’s 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; •the company’s success in divesting, reorganizing or exiting non-core and/or non-accretive businesses and its ability to successfully manage acquisitions, divestitures, and alliances; •the ultimate outcome of the appraisal proceedings initiated in connection with the implementation of the Domination and Profit Loss Transfer Agreement with the former Diebold Nixdorf AG (which was dismissed in the company’s favor at the lower court level in May 2022) and the merger/squeeze-out; •the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce the company’s customer base and/or adversely affect its 4 of 5
customers’ ability to make capital expenditures, as well as adversely impact the availability and cost of credit; •the impact of competitive pressures, including pricing pressures and technological developments; •changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, hostilities or conflicts (including the conflict between Russia and Ukraine), disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of the company’s operations; •the company’s ability to maintain effective internal controls; •unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments; •the effect of changes in law and regulations or the manner of enforcement in the U.S. and internationally and the company’s ability to comply with government regulations; and •other factors included in the company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2021, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 and in other documents the company files with the SEC.
Except to the extent required by applicable law or regulation, the company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.
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27.12.2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
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| Language: | English |
| Company: | Diebold Nixdorf, Incorporated |
| 50 Executive Pkwy, P.O. Box 2520 | |
| 44236 Hudson, OH | |
| United States | |
| Internet: | www.dieboldnixdorf.com |
| End of News | EQS News Service |
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