HUDSON, Ohio, May 19, 2023 /PRNewswire/ — Diebold Nixdorf, Incorporated (the “Company”) (NYSE:DBD) today announced it has further extended its previously announced 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”).
Under the Exchange Offer, the Company is offering to exchange any and all of the 2024 Senior Notes for units consisting of (i) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued by the Company and (ii) warrants to purchase common shares, par value $1.25 per share, of the Company.
The Exchange Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on May 19, 2023, has been extended until 5:00 p.m., New York City time, on June 5, 2023, unless earlier terminated or extended by the Company (such time and date, as it may be further extended, the “Expiration Time”). The extension to June 5, 2023 is subject to the receipt of consents of the Company’s creditors to extend the date by which the Company must consummate the Exchange Offer pursuant to its debt agreements from May 30, 2023 to June 14, 2023. The Company expects to obtain such consents prior to May 30, 2023. If the Company has not obtained such consents by such date, the Expiration Time shall be 5:00 p.m., New York City time, on May 30, 2023. Any 2024 Senior Notes tendered may be withdrawn at any time prior to the Expiration Time, but not thereafter (the “Withdrawal Deadline”). Except for the extension of the Expiration Time and Withdrawal Deadline, all other terms of the Exchange Offer remain unchanged.
As previously announced, in light of ongoing conversations with the Company’s lending partners to address short- and long-term liquidity needs, the Company’s capital structure and deleveraging its balance sheet, the Company currently believes that the Exchange Offer will not be consummated. While the Company currently expects that these conversations are likely to result in a transaction or other capital structure solution that would not include a consummation of the Exchange Offer, there is no assurance as to the outcome of these conversations. Any potential transaction will substantially or fully dilute shareholder equity and holders of the 2024 Senior Notes may not receive any value or payments and are expected to experience loss or cancellation of their investment.
As of 5:00 p.m., New York City time, on May 19, 2023, which was the previous expiration time for the Exchange Offer, the aggregate principal amount of the 2024 Senior Notes validly tendered and not validly withdrawn, as advised by D.F. King & Co., Inc., the Information and Exchange Agent for the Exchange Offer, was as set forth in the table below:
| Title of Notes to be Tendered | CUSIP Number | Outstanding Principal Amount | Principal Amount Tendered | Approximate Percentage of Notes Tendered |
| 8.50% Senior Notes due 2024 | 144A CUSIP: 253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7 | $72,112,000 | $11,064,000 | 15.34 % |
The terms and conditions of the Exchange Offer are described in the preliminary prospectus, dated March 27, 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 “Original Registration Statement”), as amended by Amendment No.1 to the Original Registration Statement (as amended, 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.
Holders with questions regarding the terms and conditions of the Exchange Offer may contact J.P. Morgan Securities LLC, the sole Dealer Manager for the Exchange Offer, at (866) 834-4666 (toll-free) or (212) 834-4087 (collect). Requests for copies of the prospectus and related materials may be directed to J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 1-866-803-9204 or D.F. King & Co., Inc. at (866) 388-7535 (U.S. toll free), +1(212) 269-5550 (collect), or [email protected] (email). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold the 2024 Senior Notes as to when such intermediary would need to receive instructions from such Holder in order for that Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer, before the deadlines specified herein and in the Registration Statement. The deadlines set by any such intermediary and The Depositary Trust Company for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Registration Statement.
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 21,000 employees worldwide. Visit www.DieboldNixdorf.com for more information.
Disclaimer
This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein. Any solicitation or offer will only be made pursuant to the Registration Statement and only to such persons and in such jurisdictions as is permitted under applicable law.