Diebold Nixdorf extends exchange offer for 8½% notes to June 5

By Wendy Van Sickle

Columbus, Ohio, May 19 – Diebold Nixdorf, Inc. further extended its public offer to exchange any and all of its $72,112,000 of outstanding 8½% senior notes due April 15, 2024 (Cusips: 253651AA1, U25316AA5, 253651AC7) for new 8½%/12½% senior secured PIK toggle notes due 2026 to be issued by the company and warrants to purchase common shares, according to a news release.

The offer will now expire at 5 p.m. ET on June 5 instead of at 5 p.m. ET on May 19. Previously the offer was extended to May 5 from April 21 and, before that, from April 7 and from March 24. The new expiration is also the new withdrawal deadline.

The extension to June 5 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 to June 14 from May 30. The company expects to obtain such consents prior to May 30, but, if it does not, the expiration time will be 5 p.m. ET on May 30.

As of May 19, holders had tendered $11,064,000, or 15.43%, of the outstanding notes, according to Friday’s press release.

The company reiterated that it believes that it is unlikely that the exchange offer will be consummated 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.

While the company 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.

The company previously announced, on May 5, that it received notice that its closing price of the company’s common shares fell below $1.00 per share for a consecutive 30-day trading period. The company has six months to regain compliance with the New York Stock Exchange’s listing standards which it is not in compliance with.

As previously reported, the company announced on Feb. 10 it is offering a total consideration per $1,000 principal amount of notes exchanged of $1,000 of new units representing $1,000 principal amount of new notes and the unit warrant number of new warrants.

Each new warrant will represent the right to purchase one common share at an exercise price of $0.01 per share. The warrants will in total be exercisable for up to 15,813,847 common shares.

The “unit warrant number” means, for any principal amount of outstanding exchange notes represented by outstanding units, the number of warrants exercisable for a total number of common shares equal to the product of (a) (i) such principal amount of exchange notes divided by (ii) the aggregate principal amount of outstanding exchange notes part of all outstanding units and (b) the maximum number of warrant shares.

The total consideration includes an early participation premium per $1,000 principal amount of $50 principal amount of new units that will be paid only to holders who submitted tender instructions by the early deadline of 5 p.m. ET on March 3.

The notes may be tendered in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof.

On Dec. 29, the company completed a private exchange offer for the 2024 notes on substantially the same terms of the public exchange offer. Under that offer, the company accepted $327,888,000, or 81.97%, of the notes for exchange and issued $333,616,814 of new units, including 15,813,847 warrants, which will be reduced and reallocated on a pro rata basis to give effect to the public exchange offer.

For holders outside the United States and in the European Economic Area, the United Kingdom, Canada or certain other jurisdictions, the exchange offer is only being made, and the new securities are only being offered, to non-U.S. qualified offerees.

J.P. Morgan Securities LLC (866 834-4666 or 212 834-4087) will act as dealer manager for the exchange offer.

D.F. King & Co., Inc. (866 388-7535, 212 269-5550 or diebold@dfking.com) will act as the information and exchange agent.

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

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