Diebold Nixdorf announces results of exchange offer for 2024 notes

By Marisa Wong

Los Angeles, Dec. 29 – Diebold Nixdorf, Inc. announced the final results of its Nov. 28 exchange offer and consent solicitation for its $400 million outstanding 8½% senior notes due April 15, 2024 (Cusip: 253651AA1, U25316AA5, 253651AC7).

As of the expiration of the offer at 11:59 p.m. ET on Dec. 23, holders had tendered $327,888,000, or 81.97%, of the notes, according to a Tuesday press release.

Settlement is expected to occur on Dec. 29.

Holders were invited to exchange any and all 2024 notes for units consisting of (i) new 8½%/12½% senior secured PIK toggle notes due 2026 and (ii) warrants to purchase common shares, par value $1.25 per share, exercisable for up to 19.99% of the common shares outstanding on the business day immediately preceding the settlement date.

The company offered a total consideration per $1,000 principal amount of 2024 notes of $1,000 principal amount of units, representing $1,000 of new notes and the corresponding warrants.

Originally, the total offer consideration included an early participation premium of $50 principal amount of units, representing $50 of new notes and warrants, that was only payable to holders who tendered their existing notes for exchange by the early delivery time at 5 p.m. ET on Dec. 9.

The early deadline was later extended to the end of the offer so that all exchanging holders could receive the same consideration.

Diebold Nixdorf was also soliciting consents to enter into a supplemental indenture with respect to the indenture governing the 2024 notes dated April 19, 2016 in order to amend some provisions of the existing indenture to eliminate some of the covenants, restrictive provisions and events of default intended to protect holders, among other things.

As of the original early deadline, the company received the required consents to adopt the proposed amendments.

As previously reported, Diebold Nixdorf entered into a transaction support agreement on Oct. 20 with some of its subsidiaries, including Diebold Nixdorf Dutch Holding BV, and some holders of its existing debt. The TSA supporting parties have agreed to the principal terms of a new money financing and recapitalization and exchanges that address some near-term debt maturities. The TSA supporting parties represent over 90% of the aggregate principal amount of Diebold Nixdorf’s 9 3/8% senior secured notes due 2025, over 90% of the aggregate principal amount of the Diebold Nixdorf Dutch’s 9% senior secured notes due 2025, about 97% of the aggregate principal amount of Diebold Nixdorf’s existing term loans and roughly 83% of the aggregate principal amount of the 2024 notes.

The exchange offer and consent solicitation are subject to some conditions, including minimum participation thresholds of 81.3% (previously lowered from 83.4%) for the exchange offer and consent solicitation and 95% for the exchange of the existing term loans described in the TSA, among other conditions.

Completion of the refinancing transactions on the settlement date is also condition to the exchange offer and consent solicitation.

The minimum tender conditions have been satisfied as of the expiration time, and the company expects the refinancing condition will be satisfied on the settlement date, according to Tuesday’s press release.

D.F. King & Co., Inc. (800 290-6428, 212 269-5550; diebold@dfking.com) is the information and exchange agent.

Diebold Nixdorf is a Hudson, Ohio-based financial and retail technology company.

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