DGAP Post-admission Duties announcement: Diebold Nixdorf, Incorporated /
Third country release according to Article 50 Para. 1, No. 2 of the WpHG
[the German Securities Trading Act]
Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG
[the German Securities Trading Act] with the objective of Europe-wide
distribution
2020-07-09 / 22:42
Dissemination of a Post-admission Duties announcement according to Article
50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*UNITED STATES*
*SECURITIES AND EXCHANGE COMMISSION*
*WASHINGTON, D.C. 20549*
*FORM 8-K*
*CURRENT REPORT*
*Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*
*Date of Report (Date of Earliest Event Reported): *July 9, 2020
*Diebold Nixdorf, Incorporated*
(Exact name of registrant as specified in its charter)
=-----------------------------------------------------
Ohio 1-4879 34-0183970
(State or
other
jurisdicti (I.R.S.
on (Commission Employer
of
incorporat Identification
ion) File Number) No.)
5995
Mayfair
Road, P.O.
Box 3077,
North
Canton,
Ohio 44720-8077
(Address
of
principal
executive
offices) (Zip Code)
Registrant's telephone number, including area code: (330) 490-4000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
- Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
- Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
- Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
*Name
of
each
exchan
ge on
which
*Title of each *Trading regist
class* Symbol* ered*
*New
York
Stock
*Common shares, $1.25 par value per Exchan
share* *DBD* ge*
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.*
On July 9, 2020, Diebold Nixdorf, Incorporated issued a press release (the
'Press Release') announcing that it priced its previously announced offering
of $700 million aggregate principal amount of 9.375% Senior Secured Notes
due 2025 (the 'U.S. Notes') and its wholly-owned subsidiary, Diebold Nixdorf
Dutch Holding B.V., priced its previously announced offering of EUR 350
million aggregate principal amount of 9.000% Senior Secured Notes due 2025
(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'). The U.S. Notes will be issued at a price of 99.031% of
their principal amount, and the Euro Notes will be issued at a price of
99.511% of their principal amount.
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.
*Item 9.01 Financial Statements and Exhibits*
*(d) Exhibits.*
*Exhibit*
*Number* *Description*
Press Release of Diebold Nixdorf, Incorporated
99.1 dated July 9, 2020
Cover Page Interactive Data File (embedded
104 within the Inline XBRL document)
*SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Diebold Nixdorf, Incorporated
July 9, 2020 By: _/s/ Jeffrey Rutherford_
Name: Jeffrey Rutherford
Senior Vice President and
Title: Chief Financial Officer
(Principal Financial
Officer)
*Exhibit 99.1*
*Press Release*
_Media contact:_
_Investor contact:_
Mike Jacobsen, APR
Steve Virostek
+1 330 490 3796
+1 330 490 6319
michael.jacobsen@dieboldnixdorf.com
stephen.virostek@dieboldnixdorf.com
*FOR IMMEDIATE RELEASE:*
July 9, 2020
*DIEBOLD NIXDORF PRICES OFFERINGS OF SENIOR SECURED NOTES*
NORTH CANTON, Ohio - Diebold Nixdorf, Incorporated (NYSE: DBD) today
announced that it priced its previously announced offering of $700 million
aggregate principal amount of 9.375% Senior Secured Notes due 2025 (the
'U.S. Notes'). Also, its wholly-owned subsidiary, Diebold Nixdorf Dutch
Holding B.V. (the 'Euro Notes Issuer'), priced its previously announced
offering of EUR 350 million aggregate principal amount of 9.000% Senior
Secured Notes due 2025 (the 'Euro Notes' and, together with the U.S. Notes,
the 'Notes'). The U.S. Notes and the Euro Notes are being offered in
separate offerings (the 'Notes Offerings') that are exempt from the
registration requirements of the Securities Act of 1933 (the 'Securities
Act'). The U.S. Notes will be issued at a price of 99.031% of their
principal amount, and the Euro Notes will be issued at a price of 99.511% of
their principal amount.
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 of revolving credit loans, including all of the
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 Notes Offerings are expected to close on July 20, 2020, subject to
customary closing conditions. The U.S. Notes offering and the Euro Notes
offering are not contingent upon one another.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy any securities. The Notes and related guarantees are
being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on the exemption from registration set
forth in Rule 144A under the Securities Act, and outside the United States,
to non-U.S. persons in reliance on the exemption from registration set forth
in Regulation S under the Securities Act. The Notes and the related
guarantees have not been and will not be registered under the Securities
Act, or the securities laws of any state or other jurisdiction, and may not
be offered or sold in the United States except pursuant to an applicable
exemption
from the registration requirements of the Securities Act and applicable
state securities or blue sky laws and foreign securities laws.
*About Diebold Nixdorf*
Diebold Nixdorf, Incorporated (NYSE: DBD) is a world leader in enabling
connected commerce. We automate, digitize and transform the way people bank
and shop. As a partner to the majority of the world's top 100 financial
institutions and top 25 global retailers, our integrated solutions connect
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