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
2020-07-24 / 23:22
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 20, 2020*
*Diebold Nixdorf, Incorporated*
*(Exact name of registrant as specified in its charter)*
*Ohio* *1-4879* *34-0183970*
*(State or other
jurisdiction* *(Commission* *(I.R.S. Employer*
*of incorporation)* *File Number)* *Identification 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
*Title of each class* *Trading* exchange*
*on which
*Symbol* registered*
*Common shares, *New York
$1.25 par value Stock
per share* *DBD* Exchange*
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 1.01.* *Entry into a Material Definitive Agreement.*
*Issuance of Notes*
On July 20, 2020, Diebold Nixdorf, Incorporated ('Diebold Nixdorf') issued
$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. (the 'Euro Notes Issuer'), issued 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') in separate
offerings to persons reasonably believed to be qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933 (the
'Securities Act') and to persons outside the United States under Regulation
S under the Securities Act. The U.S. Notes were issued at a price of 99.031%
of their principal amount, and the Euro Notes were issued at a price of
99.511% of their principal amount.
The U.S. Notes were issued pursuant to an indenture, dated as of July 20,
2020 (the 'U.S. Notes Indenture'), among Diebold Nixdorf, as issuer, the
Euro Notes Issuer and the U.S. subsidiary guarantors (as defined below)
named therein, as guarantors, and U.S. Bank National Association, as trustee
and notes collateral agent. The Euro Notes were issued pursuant to an
indenture, dated as of July 20, 2020 (the 'Euro Notes Indenture' and,
together with the U.S. Notes Indenture, the 'Indentures'), among the Euro
Notes Issuer, Diebold Nixdorf and the U.S. subsidiary guarantors named
therein, as guarantors, Elavon Financial Services DAC, as paying agent,
transfer agent and registrar, U.S. Bank National Association, as trustee,
and U.S. Bank Trustees Limited, as notes collateral agent.
The Notes are or will be, as applicable, 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 (as
defined below) 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, the U.S. Notes and the Euro Notes are
guaranteed on a senior secured basis by the Euro Notes Issuer and Diebold
Nixdorf, respectively. The Notes are 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 are shared ratably among the Notes and
the obligations under the Senior Credit Facility.
The U.S. Notes bear interest at the rate of 9.375% per annum, which accrues
from July 20, 2020 and is payable in arrears on January 15 and July 15 of
each year, commencing on January 15, 2021. The U.S. Notes mature on July 15,
2025, unless earlier redeemed or repurchased, and are subject to the terms
and conditions set forth in the U.S. Notes Indenture. The Euro Notes bear
interest at the rate of 9.000% per annum, which accrues from July 20, 2020
and is payable in arrears on January 15 and July 15 of each year, commencing
on January 15, 2021. The Euro Notes mature on July 15, 2025, unless earlier
redeemed or repurchased, and are subject to the terms and conditions set
forth in the Euro Notes Indenture.
Diebold Nixdorf or the Euro Notes Issuer, as applicable, may redeem some or
all of the Notes at the redemption prices and on the terms specified in the
applicable Indenture. If Diebold Nixdorf or any of its restricted
subsidiaries sells certain of its assets or if Diebold Nixdorf experiences
specific kinds of changes in control, then Diebold Nixdorf or the Euro Notes
Issuer must offer to repurchase the U.S. Notes or the Euro Notes,
respectively, on the terms set forth in the Indentures.
The Indentures contain certain customary covenants that, among other things,
limit Diebold Nixdorf's and its restricted subsidiaries' ability to incur
indebtedness, pay dividends, repurchase or redeem capital stock or make
other restricted payments, incur liens, sell assets, enter into transactions
with their affiliates, merge or consolidate with other persons or transfer
all or substantially all of their assets. The Indentures also include
customary events of default, including payment defaults, covenant defaults,
cross acceleration defaults to certain other indebtedness in excess of
specified amounts, certain bankruptcy and insolvency events of default and
judgment defaults in excess of specified amounts. If any such event of
default occurs and is continuing under the Indentures (other than certain
bankruptcy and insolvency events of default), the trustee or the holders of
at least 25% in principal amount of the total outstanding Notes of the
respective series may declare the principal, premium, if any, interest and
any other monetary obligations on all the then-outstanding Notes of the
respective series to be due and payable immediately. If certain bankruptcy
and insolvency events of default occur, the principal, premium, if any,
interest and any other monetary obligations on all the then-outstanding
Notes will become due and payable immediately without any declaration or
other act on the part of the trustee or the holders of the Notes.
The above summary of the Indentures is qualified in its entirety by
reference to the Indentures, which are attached hereto as Exhibits 4.1 and
4.3, respectively, and are incorporated herein by reference.
*Credit Agreement Amendment*
On July 20, 2020, Diebold Nixdorf entered into the ninth amendment (the
'Credit Agreement Amendment') with the subsidiary borrowers named therein,
the guarantors party thereto from time to time, JPMorgan Chase Bank, N.A.,
as administrative agent, and the other institutions named on the signature
pages thereto, to the senior credit facility, dated as of November 23, 2015
(as amended, restated and supplemented or otherwise modified prior to the
date hereof, the 'Senior Credit Facility'), by and among Diebold Nixdorf, as
borrower, the subsidiary borrowers named therein, the guarantors party
thereto from time to time, JPMorgan Chase Bank, N.A., as administrative
agent and the other lenders that are parties thereto. The Credit Agreement
Amendment amended the Senior Credit Facility to, among other things, extend
the maturity of $330 million of revolving credit commitments from April 30,
2022 to July 20, 2023 and amend the financial covenants in the Senior Credit
Facility in connection with the extension of such maturities (and, effective
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