Diebold Nixdorf launches exchange offer, consent bid for 2024 notes

By Marisa Wong

Los Angeles, Nov. 29 – Diebold Nixdorf, Inc. has begun a private exchange offer and consent solicitation with respect to its $400 million outstanding 8½% senior notes due April 15, 2024 (Cusip: 253651AA1, U25316AA5, 253651AC7), according to a press release.

Holders are 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 is offering 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.

The total offer consideration includes an early participation premium of $50 principal amount of units, representing $50 of new notes and warrants, payable to holders who tender their existing notes for exchange by the early delivery time.

Diebold Nixdorf is 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.

The early delivery time is 5 p.m. ET on Dec. 9, which is also the withdrawal deadline.

The exchange offer and consent solicitation will expire at 11:59 p.m. ET on Dec. 23.

Settlement is expected to occur on the third business day following the expiration time.

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 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 a condition to the exchange offer and consent solicitation.

If the conditions to the exchange offer and consent solicitation are not met or waived, the 2024 senior notes supplemental indenture will not become operative, the company noted.

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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