Diebold Nixdorf, Incorporated Announces First Amendment to Transaction Support Agreement

Published: Nov. 28, 2022 at 11:35 PM EST

HUDSON, Ohio, Nov. 28, 2022 /PRNewswire/ -- Diebold Nixdorf, Incorporated ("Parent") (NYSE: DBD) today announced that it has entered into an amendment (the "Amendment") to the previously announced Transaction Support Agreement ("TSA"), among Parent, certain of its subsidiaries and holders of over a majority of its term loans and each series of its outstanding secured and unsecured notes.

Diebold Nixdorf Primary Logo. (PRNewsFoto/Diebold Nixdorf) (PRNewsfoto/Diebold Nixdorf)
Diebold Nixdorf Primary Logo. (PRNewsFoto/Diebold Nixdorf) (PRNewsfoto/Diebold Nixdorf)(PRNewswire)

The Amendment, among other items, (i) reduces the minimum participation threshold for the consent solicitation and private exchange offer with respect to Parent's existing 8.50% senior notes due 2024 that is contemplated by the TSA (the "2024 Consent Solicitation and Exchange Offer") to 83.4% from 95% and (ii) provides that all eligible holders who participate in the 2024 Consent Solicitation and Exchange Offer, as well as the term loan exchange and senior secured notes consent solicitation that are contemplated by the TSA, in accordance with their terms, will receive the transaction premiums applicable thereto that were previously reserved for eligible holders who had signed the TSA or joinders thereto. In addition, the Amendment includes covenants pursuant to which Parent has agreed to use its reasonable best efforts, consistent with applicable securities laws, to consummate a registered exchange offer for the benefit of holders that are not eligible to, or that do not, participate in the 2024 Consent Solicitation and Exchange Offer as soon as practicable following the completion of the 2024 Consent Solicitation and Exchange Offer but in no event later than May 30, 2023, subject to extension in certain limited circumstances, but no later than June 30, 2023. There is no assurance that such offer will be commenced or will be completed within the time period specified, or at all. No offer will be made with respect to such offer unless and until a registration statement has been filed with the Securities and Exchange Commission and Parent announces that such offer has been launched.

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 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.

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;
  • 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 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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