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 to Rule 135c under the Securities Act.

Credit Agreement Amendment

In the confidential offering memoranda 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.

DIEBOLD NIXDORF, Inc Exhibit
EX-99.1 2 pressrelease-om.htm EX-99.1 Document                          Exhibit 99.1Press ReleaseMedia contact:Investor contact:Mike Jacobsen,…
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About Diebold Nixdorf, Incorporated (NYSE:DBD)

Diebold Nixdorf Inc., formerly Diebold, Incorporated., is engaged in the business of financial self-service (FSS) and security solutions. The Company’s segments include North America (NA), Asia Pacific (AP), Europe, Middle East and Africa (EMEA), and Latin America (LA). It offers an integrated line of self-service solutions and technology, including automated teller machine (ATM) outsourcing, ATM security, deposit automation, recycling and payment terminals and software. It also offers functionality terminals supporting mobile card-less transactions and two-way video technology to support bank branch automation. It provides physical and electronic security systems, as well as provides total security systems solutions to financial, commercial, retail and other markets. The Company sells and services FSS and security systems around the globe, as well as elections, lottery and information technology solutions, through subsidiaries, joint ventures and independent distributors.