Diebold Nixdorf further extends exchange offer for 8˝% notes

By Mary-Katherine Stinson

Lexington, Ky., April 10 – Diebold Nixdorf, Inc. once again extended its public offer to exchange any and all of its $72,112,000 of outstanding 8˝% senior notes due April 15, 2024 (Cusips: 253651AA1, U25316AA5, 253651AC7) for new 8˝%/12˝% 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 expire at 5 p.m. ET on April 21. Previously the offer was extended to April 7, pushed out from March 24. The new expiration is also the new withdrawal deadline.

By the first extended deadline of April 7, holders had tendered $8,733,000, or 12.17%, of the outstanding notes, according to Monday’s press release.

An earlier update reported that holders had tendered $6.27 million, or 8.69%, of the outstanding notes by the original expiration on March 24.

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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