DIEBOLD NIXDORF, INCORPORATED Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, onDecember 29, 2022 (the "Settlement Date"),Diebold Nixdorf, Incorporated (the "Company") completed a series of transactions with certain key financial stakeholders to refinance certain debt with near-term maturities and provide the Company with$400 million in new capital. The transactions and related material definitive agreements entered into by the Company are described below.
Private Exchange Offers and Consent Solicitations
8.50% Senior Notes due 2024
On the Settlement Date, the Company completed the private exchange offer and consent solicitation with respect to the outstanding 8.50% Senior Notes due 2024 issued by the Company (144A CUSIP: 253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7) (the "2024 Senior Notes"), which included (i) a private offer to certain eligible holders to exchange any and all 2024 Senior Notes for units (the "Units") consisting of (a) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 issued by the Company (the "New Notes") and (b) a number of warrants (the "New Warrants" and, together with the Units and the New Notes, the "New Securities ") to purchase common shares, par value$1.25 per share, of the Company ("Common Shares") and (ii) a related consent solicitation to adopt certain proposed amendments to the indenture governing the 2024 Senior Notes (the "2024 Senior Notes Indenture") to eliminate certain of the covenants, restrictive provisions and events of default intended to protect holders, among other things, from such indenture (collectively, the "2024 Exchange Offer and Consent Solicitation"). The 2024 Exchange Offer and Consent Solicitation was completed on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as ofNovember 28, 2022 (as amended, the "2024 Offering Memorandum"), and the related eligibility letter. Pursuant to the 2024 Exchange Offer and Consent Solicitation, the Company accepted$327,888,000 in aggregate principal amount of the 2024 Senior Notes (representing 81.97% of the aggregate principal amount outstanding of the 2024 Senior Notes) tendered for exchange and issued$333,616,814 in aggregate principal amount of Units consisting of$333,616,814 in aggregate principal amount of New Notes and 15,813,847 New Warrants to purchase up to 15,813,847 Common Shares, which included, in the form of additional aggregate principal amount of Units and New Notes, accrued and unpaid interest to, but excluding, the Settlement Date, on the 2024 Senior Notes that were accepted for exchange, with amounts less than the minimum denomination of$2,000 aggregate principal amount and integral multiples of$1.00 in excess thereof paid in cash. In connection with the 2024 Exchange Offer and Consent Solicitation, the Company entered into a unit agreement, a warrant agreement, an indenture governing the New Notes and a supplemental indenture, each as described below.
9.375% Senior Secured Notes due 2025 and 9.000% Senior Secured Notes due 2025
On the Settlement Date, the Company also completed the private exchange offers and consent solicitations with respect to the outstanding 9.375% Senior Secured Notes due 2025 issued by the Company (144A CUSIP: 253657AA8; 144A ISIN: US253657AA82; REG S CUSIP: U25317AA3; ISIN: USU25317AA30) (the "2025 USD Senior Notes") and the outstanding 9.000% Senior Secured Notes due 2025 issued byDiebold Nixdorf Dutch Holding B.V . (the "Dutch Issuer"), a direct and wholly owned subsidiary of the Company (144A ISIN: XS2206383080; 144A Common Code 220638308; REG S ISIN: XS2206382868; REG S Common Code 220638286) (the "2025 EUR Senior Notes", and together with the 2025 USD Senior Notes, the "2025 Senior Notes"), which included (i) private offers to certain eligible holders to exchange (a) any and all 2025 USD Senior Notes for new senior secured notes (the "New 2025 USD Senior Notes") having the same terms as the 2025 USD Senior Notes, other than the issue date, the first interest payment date, the first date from which interest will accrue and other than with respect to CUSIP and ISIN numbers and (b) any and all 2025 EUR Senior Notes for new senior secured notes (the "New 2025 EUR Senior Notes" and, together with the New 2025 USD Senior Notes, the "New 2025 Notes") having the same terms as the 2025 EUR Senior Notes, other than the issue date, the first interest payment date, the first date from which interest will accrue and other than with respect to ISIN numbers and common codes and (ii) related consent solicitations to enter into supplemental indentures with respect to (a) the indenture governing the 2025 USD Senior Notes, dated as ofJuly 20, 2020 (the "2025 USD Senior Notes Indenture"), and (b) the indenture governing the 2025 EUR Senior Notes, dated as ofJuly 20, 2020 (the "2025 EUR Senior Notes Indenture" and, together with the 2025 USD Senior Notes Indenture, the "2025 Senior Notes Indentures"), in order to amend certain provisions of the 2025 Senior Notes Indentures to, among other things, permit the refinancing transactions set forth in the Transaction Support Agreement, dated as ofOctober 20, 2022 (as amended, the "Transaction Support Agreement"), among the Company, certain of its subsidiaries and certain creditors (collectively, the "2025 Exchange Offers and Consent Solicitations" and, together with the 2024 Exchange Offer and Consent Solicitation, the "Exchange Offers and Consent Solicitations"). -------------------------------------------------------------------------------- The 2025 Exchange Offers and Consent Solicitations were completed on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as ofNovember 28, 2022 (as amended, the "2025 Offering Memorandum"), and the related eligibility letter. Pursuant to the 2025 Exchange Offers and Consent Solicitations, the Company accepted$697,299,000 in aggregate principal amount of the 2025 USD Senior Notes (representing 99.61% of the aggregate principal amount of the outstanding 2025 USD Notes) tendered for exchange and issued$718,137,000 in aggregate principal amount of the New 2025 USD Senior Notes. The Dutch Issuer accepted €345,624,000 in aggregate principal amount of the 2025 EUR Senior Notes (representing 98.75% of the aggregate principal amount of the outstanding 2025 EUR Senior Notes) tendered for exchange and issued €355,950,000 aggregate principal amount of the New 2025 EUR Senior Notes. In addition, eligible holders received payment in cash for accrued and unpaid interest to, but excluding, the Settlement Date on the 2025 Senior Notes that were accepted for exchange.
In connection with the 2025 Exchange Offers and Consent Solicitations, the Company entered into supplemental indentures, each as described below.
Unit Agreement and Warrant Agreement
On the Settlement Date, the Company entered into (i) a unit agreement (the "Unit Agreement"), by and between the Company andU.S. Bank Trust Company, National Association , as Units Trustee, as trustee under the New Notes Indenture, and as warrant agent (the "Warrant Agent") under the warrant agreement, and (ii) a warrant agreement (the "Warrant Agreement"), by and between the Company and the Warrant Agent. . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
4.1 Indenture, dated as of December 29, 2022 , among
subsidiary guarantors party thereto, U.S. Bank
trustee, and GLAS Americas LLC , as collateral agent
4.2 Fifth Supplemental Indenture, dated as of
as of April 19, 2016 , among Diebold Nixdorf, Incorporated, the subsidiary guarantors
party thereto and U.S Bank Trust Company , National Association, as trustee
4.3 Supplemental Indenture, dated as ofDecember 29 ,
2022, to the Indenture, dated as of
July 20, 2020 , amongDiebold Nixdorf, Incorporated ,
the subsidiary guarantors party
thereto, U.S. Bank Trust Company , National Association, as trustee and existing notes
collateral agent, and GLAS Americas LLC , as new notes collateral agent
4.4 Supplemental Indenture, dated as ofDecember 29 ,
2022, to the Indenture, dated as of
July 20, 2020 , amongDiebold Nixdorf, Incorporated ,
B.V., the subsidiary guarantors party thereto, U.S.
Association, as trustee, Elavon Financial Services DAC, as paying agent, transfer
agent and registrar, U.S Bank Trustees Limited , as existing notes collateral agent and
GLAS Americas LLC , as collateral agent 10.1 Unit Agreement, dated as ofDecember 29, 2022 ,
between
and U.S. Bank Trust Company, National Association , as units trustee
10.2 Warrant Agreement, dated as ofDecember 29, 2022 ,
between Diebold Nixdorf,
Incorporated and U.S. Bank Trust Company , National Association, as warrant agent
10.3 Twelfth Amendment to Credit Agreement, dated as
of
Nixdorf, Incorporated , the subsidiary borrowers
party thereto, the guarantors party
thereto, the lenders party thereto from time to
time and
administrative agent
10.4 Credit Agreement, dated as of December 29, 2022 , among Diebold Nixdorf,
Incorporated, Diebold Nixdorf Holding Germany GmbH , the lenders party thereto, GLAS
USA LLC , as administrative agent, and GLAS Americas
LLC, as collateral agent
10.5 Credit Agreement, dated as ofDecember 29, 2022 ,
among Diebold Nixdorf,
Incorporated, the lenders party thereto, JPMorgan
agent, and GLAS Americas LLC , as collateral agent
10.6 Revolving Credit and Guaranty Agreement, dated as
of
Diebold Nixdorf, Incorporated , the subsidiary
borrowers and guarantors party thereto,
the lenders party thereto, JPMorgan Chase Bank ,
N.A. and
joint lead arrangers and joint bookrunners,
administrative agent and collateral agent, GLAS
agent, JPMorgan Chase Bank, N.A . and PNC Bank, National Association, as co-syndication
agents, and Bank of America, N.A . and Deutsche Bank, as co-documentation agents
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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