Diebold Nixdorf begins exchange offers for 9 3/8%, 9% notes due 2025

By Marisa Wong

Los Angeles, Nov. 29 – Diebold Nixdorf, Inc. has begun private exchange offers and consent solicitations with respect to its outstanding 9 3/8% dollar-denominated senior notes due 2025 (ISIN: US253657AA82, USU25317AA30) and the outstanding 9% euro-denominated senior secured notes due 2025 (ISIN: XS2206383080, XS2206382868) issued by direct and wholly owned subsidiary Diebold Nixdorf Dutch Holding BV, according to a press release.

Holders are invited to exchange (i) any and all 2025 dollar-denominated notes for new senior secured notes having the same terms as the existing notes, other than the issue date and other than with respect to Cusip and ISIN numbers, along with some enhancements to the covenants and collateral and guarantee provisions; and (ii) any and all 2025 euro-denominated notes for new senior secured notes having the same terms as the existing notes, other than the issue date and other than with respect to ISIN numbers and common codes, along with some enhancements to the covenants and collateral and guarantee provisions.

For each $1,000 principal amount of tendered 2025 dollar-denominated notes, holders will receive $1,030 of new 2025 dollar-denominated notes. For each €1,000 of 2025 euro-denominated notes, holders will receive €1,030 of new 2025 euro-denominated notes.

Holders will also receive accrued interest on the settlement date.

Diebold Nixdorf and Diebold Nixdorf Dutch are also soliciting consents to enter into supplemental indentures with respect to the indenture governing the 2025 dollar-denominated notes dated July 20, 2020 and the indenture governing the 2025 euro-denominated notes dated July 20, 2020 in order to amend some provisions of the indentures to, among other things, permit the refinancing transactions set forth in the previously disclosed transaction support agreement.

The exchange offers and consent solicitations 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.

Tenders may be withdrawn at any time prior to 5 p.m. ET on Dec. 9.

As previously reported, Diebold Nixdorf entered into a transaction support agreement on Oct. 20 with some of its subsidiaries, including Diebold Nixdorf Dutch Holding, 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 2025 dollar-denominated notes, over 90% of the 2025 euro-denominated notes, about 97% of the aggregate principal amount of Diebold Nixdorf’s existing term loans and roughly 83% of the aggregate principal amount of Diebold Nixdorf’s 8½% senior notes due 2024.

The exchange offer and consent solicitation are subject to some conditions, including minimum participation thresholds of 83.4% for the concurrent exchange offer for the 2024 notes 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 2025 senior notes indentures 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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