Diebold Nixdorf begins exchange offer for 8˝% notes due 2024

By Wendy Van Sickle

Columbus, Ohio, Feb. 10 – Diebold Nixdorf, Inc. has begun public offer to exchange any and all of its $72.112 million 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 company 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 submit tender instructions by the early deadline of 5 p.m. ET on March 3.

The offer will expire at 5 p.m. ET on March 24, which is also the withdrawal deadline.

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 million, 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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