HUDSON, Ohio, Feb. 10, 2023 /PRNewswire/ — Diebold Nixdorf, Incorporated (the “Company”) (NYSE:DBD) today announced it has commenced a public exchange offer (the “Exchange Offer”) with respect to the Company’s outstanding 8.50% Senior Notes due 2024 (144A CUSIP: 253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7) (the “2024 Senior Notes”), issued pursuant to the Indenture, dated as of April 19, 2016 (as amended, the “2024 Senior Notes Indenture”).
The Company is offering to exchange any and all of the 2024 Senior Notes for units (the “New Units”) consisting of (i) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued by the Company (the “New Notes”) and (ii) warrants (the “New Warrants”, and together with the New Units and New Notes, the “New Securities”) to purchase common shares, par value $1.25 per share, of the Company (“Common Shares”).
The terms and conditions of the Exchange Offer are described in the preliminary prospectus, dated February 10, 2023. The completion of the Exchange Offer is subject to the conditions described in the Exchange Offer documents, which include, among others, the effectiveness of the Registration Statement (as defined below). The Exchange Offer is not conditioned upon any minimum amount of 2024 Senior Notes being tendered. Subject to applicable law, the Company may waive certain other conditions applicable to the Exchange Offer or extend, terminate or otherwise amend the Exchange Offer in its sole discretion.
A registration statement on Form S-4 (the “Registration Statement”) relating to the New Securities to be issued in the Exchange Offer has been filed with the Securities and Exchange Commission but has not yet become effective. The New Securities being offered in the Exchange Offer may not be sold nor may offers to exchange be accepted prior to the time that the Registration Statement related to the Exchange Offer becomes effective. If and when issued, the New Securities will be registered under the Securities Act of 1933, as amended.
The Exchange Offer will expire at 5:00 p.m., New York City time, on March 24, 2023, unless earlier terminated or extended by the Company (such time and date, as it may be extended, the “Expiration Time”). Any 2024 Senior Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on March 24, 2023, but not thereafter.
The following table sets forth the Exchange Offer Consideration, Early Participation Premium and Total Offer Consideration (each as defined in the Registration Statement) for the 2024 Senior Notes.
| Existing Securities | Maturity Date | Aggregate Principal Amount Outstanding | Exchange Offer Consideration(1) | Early Participation Premium(1) | Total Offer Consideration(1)(3) |
| 2024 Senior Notes (144A CUSIP No. 253651AA1 Reg S CUSIP No. U25316AA5 Registered CUSIP No. 253651AC7) | April 15, 2024 | $72,112,000 | $950 principal amount of New Units representing $950 principal amount of New Notes(1)(4) and the Unit Warrant Number of New Warrants(2) | $50 principal amount of New Units representing $50 principal amount of New Notes(1)(4) and the Unit Warrant Number of New Warrants(2) | $1,000 principal amount of New Units representing $1,000 principal amount of New Notes(1)(4) and the Unit Warrant Number of New Warrants(2) |
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| (1) | Consideration representing the principal amount of New Units per $1,000 principal amount of 2024 Senior Notes validly tendered and not validly withdrawn, subject to any rounding as described herein. To ensure that the aggregate number of New Warrants and Private Warrants will not be exercisable for Common Shares in excess of the Maximum Number of Warrant Shares, the number of Warrants corresponding to a Unit will be calculated as the Unit Warrant Number. |
| (2) | Consideration representing New Warrants to purchase Common Shares. Each New Warrant will initially represent the right to purchase one Common Share, subject to adjustment as described herein, at an exercise price of $0.01 per share. The Warrants will, in the aggregate and upon exercise, be exercisable for up to 15,813,847 Common Shares (referred to herein, as it may be adjusted from time to time, as the “Maximum Number of Warrant Shares”). |
| The “Unit Warrant Number” means, for any principal amount of outstanding Exchange Notes represented by outstanding Units, the number of Warrants exercisable for an aggregate number of Common Shares equal to the product of (a) (i) such principal amount of Exchange Notes (as defined below) (including any payment-in-kind interest (“PIK Interest”), if applicable) divided by (ii) the aggregate principal amount of outstanding Exchange Notes part of all outstanding Units (including any PIK Interest, if applicable) and (b) the Maximum Number of Warrant Shares, in each case, as of any time of determination. The Warrants are subject to automatic termination and cancellation in some circumstances, as described more fully in the Prospectus. | |
| (3) | Includes the Early Participation Premium for 2024 Senior Notes validly tendered at or prior to the Early Delivery Time and not validly withdrawn. |
| (4) | The New Notes will accrue interest from December 29, 2022. Holders (as defined in the Registration Statement) will receive payment in the form of an additional aggregate principal amount of New Units based on, and representing, the principal amount of New Notes that form a part thereof, for any amounts of accrued and unpaid interest to, but excluding, December 29, 2022, on the 2024 Senior Notes that are exchanged. |
For each $1,000 in principal amount of the 2024 Senior Notes validly tendered and accepted in accordance with the terms of the Registration Statement at or prior to 5:00 p.m., New York City time, on March 3, 2023 (the “Early Delivery Time”), the Holders will receive, on the settlement date, which we currently expect to be the third business day following the Expiration Time (the “Settlement Date”), the Total Exchange Consideration as set forth in the table above, which includes the Early Participation Premium as set forth in the table above, for all such 2024 Senior Notes that are accepted. Holders who validly tender their 2024 Senior Notes after the Early Delivery Time but at or prior to the Expiration Time and do not validly withdraw such 2024 Senior Notes will not be eligible to receive the Early Participation Premium and, accordingly, will be eligible to receive, on the Settlement Date, only the Exchange Offer Consideration as set forth in the table above, for all such 2024 Senior Notes that are accepted.
The 2024 Senior Notes may be tendered and accepted only in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. The Units and, as component parts of the Units, the New Notes will be issued in minimum denominations of $2,000 principal amount and integral multiples of $1.00 principal amount in excess thereof.
On December 29, 2022, the Company completed a private exchange offer (the “Private Exchange Offer”) with respect to the 2024 Senior Notes, on substantially the same terms as this Exchange Offer, pursuant to which the Company accepted $327,888,000 in aggregate principal amount of the 2024 Senior Notes (representing 81.97% of the aggregate principal amount then outstanding of the 2024 Senior Notes) tendered for exchange and issued $333,616,814 in aggregate principal amount of units (the “Private Units” and, together with the New Units, the “Units”) consisting of $333,616,814 in aggregate principal amount of 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 (the “Private Notes” and, together with the New Notes, the “Exchange Notes”) and 15,813,847 warrants (the “Private Warrants” and, as reallocated on a pro rata basis to account for the New Warrants, the “Warrants”) to purchase up to 15,813,847 Common Shares (as it may adjusted from time to time). The number of Private Warrants will be reduced and reallocated on a pro rata basis to give effect to this Exchange Offer, as described in the Registration Statement. The terms of the New Notes and the Private Notes are identical in all material respects, although they will not be fungible for U.S. federal income tax purposes and the New Notes will have a separate CUSIP number and ISIN from the Private Notes, as described in the Registration Statement. The purpose of this Exchange Offer is to exchange the remaining 2024 Senior Notes held by Holders for New Units upon the terms and subject to the conditions set forth in the Registration Statement.