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Diebold Nixdorf Prices Offering of Senior Secured Notes

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Diebold Nixdorf (NYSE: DBD) has priced its offering of $950.0 million in 7.750% Senior Secured Notes due 2030, to be issued at 100.000% of their principal amount. The company expects to close the offering on December 18, 2024, alongside entering a new $310.0 million revolving credit facility maturing in December 2029.

The proceeds will be used to repurchase existing term loans through a Dutch auction, repay outstanding borrowings under the current super-priority senior secured revolving credit facility, and cover related fees. Any remaining funds will be allocated for general corporate purposes, including potential debt repayment.

The Notes will be senior secured obligations, guaranteed by the company's subsidiaries, and secured by first-priority liens on substantially all tangible and intangible assets of the company and guarantors.

Diebold Nixdorf (NYSE: DBD) ha fissato il prezzo della sua offerta di 950,0 milioni di dollari in Note Senior Sicure al 7,750% con scadenza nel 2030, che saranno emesse al 100,000% del loro valore nominale. L'azienda prevede di chiudere l'offerta il 18 dicembre 2024, insieme all'ingresso in una nuova 310,0 milioni di dollari di linea di credito revolving in scadenza a dicembre 2029.

Il ricavato sarà utilizzato per riacquistare prestiti a termine esistenti tramite un'asta olandese, rimborsare i prestiti in essere sotto l'attuale linea di credito revolving senior garantita di super-priorità e coprire le spese correlate. Eventuali fondi rimanenti saranno destinati a scopi aziendali generali, incluso il possibile rimborso del debito.

Le Note saranno obbligazioni senior garantite, garantite dalle filiali della società e assicurate da pegni di prima priorità su sostanzialmente tutte le attività tangibili e intangibili della società e dei garanti.

Diebold Nixdorf (NYSE: DBD) ha fijado el precio de su oferta de 950,0 millones de dólares en Notas Senior Aseguradas al 7,750% con vencimiento en 2030, que se emitirán al 100,000% de su monto nominal. La compañía espera cerrar la oferta el 18 de diciembre de 2024, junto con la entrada en una nueva 310,0 millones de dólares de línea de crédito revolving que vence en diciembre de 2029.

Los ingresos se utilizarán para recomprar préstamos a plazo existentes a través de una subasta holandesa, reembolsar préstamos pendientes bajo la actual línea de crédito revolving senior asegurada de superprioridad y cubrir las tarifas relacionadas. Cualquier fondo remanente se destinará a propósitos corporativos generales, incluido el posible reembolso de deuda.

Las Notas serán obligaciones senior aseguradas, garantizadas por las filiales de la empresa y aseguradas por gravámenes de primera prioridad sobre prácticamente todos los activos tangibles e intangibles de la empresa y los garantes.

Diebold Nixdorf (NYSE: DBD)9억5천만 달러에 대해 만기 2030년까지 연 7.750%의 선순위 담보부 사채 발행의 가격을 책정했습니다. 이 사채는 원금의 100.000%로 발행됩니다. 회사는 2024년 12월 18일에 이 오퍼링을 마감할 것으로 예상하며, 같은 날 만기일이 2029년 12월인 3억1천만 달러의 새로운 순환 신용 시설에 들어갈 예정입니다.

수익금은 네덜란드 경매를 통해 기존 기간 대출을 재구매하고, 현재의 초우선 선순위 담보부 순환 신용 시설 아래의 미지급 차입금을 상환하며, 관련 수수료를 충당하는 데 사용됩니다. 남은 자금은 잠재적 부채 상환을 포함한 일반 기업 용도로 배분됩니다.

이 사채는 회사의 자회사에 의해 보증되고 회사 및 보증인의 모든 유형 및 무형 자산에 대한 1순위 담보권으로 보장되는 선순위 담보부 의무입니다.

Diebold Nixdorf (NYSE: DBD) a fixé le prix de son émission de 950,0 millions de dollars en Notes Senior Sécurisées à 7,750% venant à échéance en 2030, qui seront émises à 100,000% de leur montant nominal. L'entreprise prévoit de clôturer l'émission le 18 décembre 2024, tout en entrant dans une nouvelle 310,0 millions de dollars de ligne de crédit renouvelable arrivant à échéance en décembre 2029.

Le produit sera utilisé pour racheter des prêts à terme existants par le biais d'une enchère néerlandaise, rembourser les emprunts en cours sous la ligne de crédit renouvelable senior sécurisée de super-priorité, et couvrir les frais associés. Les fonds restants seront affectés à des fins d'entreprise générales, y compris le remboursement potentiel de la dette.

Les Notes seront des obligations senior sécurisées, garanties par les filiales de l'entreprise, et sécurisées par des privilèges de première priorité sur quasi tous les actifs tangibles et intangibles de l'entreprise et des garants.

Diebold Nixdorf (NYSE: DBD) hat die Preise für ihr Angebot von 950,0 Millionen Dollar in 7,750% Senior Secured Notes mit Fälligkeit 2030 festgelegt, die zu 100,000% ihres Nennbetrags ausgegeben werden. Das Unternehmen erwartet, das Angebot am 18. Dezember 2024 abzuschließen und gleichzeitig eine neue 310,0 Millionen Dollar revolving Kreditfazilität mit Fälligkeit im Dezember 2029 aufzunehmen.

Die Erlöse werden verwendet, um bestehende Terminkredite über eine niederländische Auktion zurückzukaufen, ausstehende Darlehen unter der aktuellen super-priorisierten Senior Secured Revolving Kreditfazilität zurückzuzahlen und die damit verbundenen Gebühren zu decken. Alle verbleibenden Mittel werden für allgemeine Unternehmenszwecke, einschließlich möglicher Schuldenrückzahlungen, verwendet.

Die Noten werden senior gesicherte Verpflichtungen sein, garantiert von den Tochtergesellschaften des Unternehmens, und durch erstklassige Pfandrechte an nahezu allen materiellen und immateriellen Vermögenswerten des Unternehmens und der Garantien gesichert.

Positive
  • Successful pricing of $950 million senior secured notes offering
  • Securing new $310 million revolving credit facility through 2029
  • Debt restructuring to potentially improve financial flexibility
Negative
  • High interest rate of 7.750% on new notes
  • Significant debt level with $950 million new notes issuance

Insights

This debt refinancing marks a significant strategic move by Diebold Nixdorf. The $950.0 million senior secured notes at 7.750% interest, combined with a new $310.0 million revolving credit facility, will restructure the company's debt profile through 2030. The pricing at 100% of principal value suggests market confidence in DBD's credit quality. The first-priority liens on company assets provide strong security for noteholders, while the pari passu structure ensures equal standing with the revolving facility. This refinancing should provide improved financial flexibility and potentially reduce interest costs, though the actual impact will depend on the terms of the debt being replaced.

The new debt structure represents a meaningful upgrade to DBD's capital stack. The extended maturity to 2030 for the notes and 2029 for the revolving facility significantly improves the company's debt maturity profile. The comprehensive security package, including first-priority liens on substantially all tangible and intangible assets, provides robust protection for creditors. The participation of qualified institutional buyers under Rule 144A suggests strong institutional interest. However, the success of this refinancing will ultimately depend on the differential between the new and old debt costs and the company's ability to generate sufficient cash flow to service these obligations.

NORTH CANTON, Ohio, Dec. 11, 2024 /PRNewswire/ -- Diebold Nixdorf, Incorporated (NYSE: DBD) (the "Company") today announced that it priced its previously announced offering (the "Notes Offering") of $950.0 million aggregate principal amount of 7.750% Senior Secured Notes due 2030 (the "Notes"). The Notes Offering is being conducted in reliance upon one or more exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be issued at a price of 100.000% of their principal amount. The Notes Offering is expected to close on December 18, 2024, subject to market and other conditions, including the consummation of the New Revolving Credit Facility (as defined below).

On or about the closing of the Notes Offering, the Company expects to enter into a new $310.0 million revolving credit facility maturing in December 2029 (the "New Revolving Credit Facility"). The Company intends to use the net proceeds of the Notes Offering, together with borrowings under the New Revolving Credit Facility and cash on hand, to (i) repurchase all of the term loans under the Company's existing senior secured term loan facility that are validly submitted for repurchase pursuant to the previously announced Dutch auction, (ii) repay all of the borrowings outstanding under its existing super-priority senior secured revolving credit facility, and (iii) pay all related premiums, fees and expenses. The Company intends to use any remaining net proceeds of the Notes Offering for general corporate purposes, which may include the repayment of debt.

The Notes will be the senior secured obligations of the Company and will be guaranteed, on a senior secured basis, jointly and severally, by (i) as of the issue date of the Notes, each of the Company's subsidiaries that is a borrower under or guarantees the obligations under the New Revolving Credit Facility and (ii) following the issue date, any of the Company's existing or future wholly owned domestic subsidiaries (other than certain excluded subsidiaries) that is a borrower under or guarantees the obligations under the New Revolving Credit Facility or incurs or guarantees certain capital markets indebtedness (the "Guarantors"). 

Additionally, it is expected that the Notes and the related guarantees will be secured by first-priority liens on substantially all of the tangible and intangible assets of the Company and the Guarantors, in each case subject to certain exclusions and permitted liens, which collateral will also secure, on a pari passu basis, the New Revolving Credit Facility.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

About Diebold Nixdorf
Diebold Nixdorf, Incorporated (NYSE: DBD) automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, our integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 21,000 employees worldwide.

Forward-Looking Statements
This press release contains statements that are not historical information and are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, statements regarding the Refinancing Transactions and the Company's intended use of proceeds of the Notes Offering.

Statements can generally be identified as forward looking because they include words such as "believes," "anticipates," "expects," "intends," "plans," "will," "estimates," "potential," "target," "predict," "project," "seek," and variations thereof or "could," "should" or words of similar meaning. Statements that describe the Company's future plans, objectives or goals are also forward-looking statements, which reflect the current views of the Company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the Company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Some of the risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to:

  • the Company's ability to consummate the Notes Offering and the other Refinancing Transactions;
  • the Company's recent emergence from its and certain of its U.S. and Canadian subsidiaries' jointly administered cases in the U.S. Bankruptcy Court for the Southern District of Texas (the "U.S. Bankruptcy Court") and its voluntary proceedings in the District Court of Amsterdam (the "Dutch Court"), which could adversely affect our business and relationships;
  • the significant variance of our actual financial results from the projections that were filed with the U.S. Bankruptcy Court and Dutch Court;
  • the overall impact of the global supply chain complexities on the Company and its business, including delays in sourcing key components as well as longer transport times, especially for container ships and U.S. trucking, given the Company's reliance on suppliers, subcontractors and availability of raw materials and other components;
  • the Company's ability to generate sufficient cash or have sufficient access to capital resources to service its debt, which, if unsuccessful or insufficient, could force the Company to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness;
  • the Company's ability to comply with the covenants contained in the agreements governing its debt;
  • the Company's ability to successfully convert its backlog into sales, including our ability to overcome supply chain and liquidity challenges;
  • the ultimate impact of infectious disease outbreaks and other public health emergencies, including further adverse effects to the Company's supply chain, and maintenance of increased order backlog;
  • the Company's ability to successfully meet its cost-reduction goals and continue to achieve benefits from its cost-reduction initiatives and other strategic initiatives;
  • the success of the Company's new products, including its DN Series line and EASY family of retail checkout solutions, and electronic vehicle charging service business;
  • the impact of a cybersecurity incident or operational failure on the Company's business;
  • the Company's ability to attract, retain and motivate key employees;
  • the Company's reliance on suppliers, subcontractors and availability of raw materials and other components;
  • changes in the Company's intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions, which could negatively impact foreign and domestic taxes;
  • the Company's success in divesting, reorganizing or exiting non-core and/or non-accretive businesses and its ability to successfully manage acquisitions, divestitures, and alliances;
  • the ultimate outcome of the appeals for the appraisal proceedings initiated in connection with the implementation of the Domination and Profit Loss Transfer Agreement with the former Diebold Nixdorf AG (which was dismissed in the Company's favor at the lower court level in 2022) and the merger/squeeze-out (which was dismissed in the Company's favor at the lower court level in 2023);
  • the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce the Company's customer base and/or adversely affect its customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit;
  • the impact of competitive pressures, including pricing pressures and technological developments;
  • risks related to our international operations, including geopolitical instability and wars;
  • changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of the Company's operations;
  • the Company's ability to maintain effective internal controls;
  • unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments;
  • the effect of changes in law and regulations or the manner of enforcement in the United States and internationally and the Company's ability to comply with applicable laws and regulations; and
  • other factors included in the Company's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 8, 2024, and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.

 

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SOURCE Diebold Nixdorf, Incorporated

FAQ

What is the interest rate and size of DBD's new senior secured notes offering?

Diebold Nixdorf's new senior secured notes offering is $950.0 million with an interest rate of 7.750%, due in 2030.

When will DBD's new notes offering close?

The notes offering is expected to close on December 18, 2024, subject to market conditions and the consummation of the New Revolving Credit Facility.

What is the size and maturity of DBD's new revolving credit facility?

DBD's new revolving credit facility is $310.0 million and will mature in December 2029.

How will DBD use the proceeds from the notes offering?

DBD will use the proceeds to repurchase term loans through a Dutch auction, repay existing super-priority senior secured revolving credit facility borrowings, pay related fees, and potentially for general corporate purposes including debt repayment.

What security is backing DBD's new notes?

The notes will be secured by first-priority liens on substantially all tangible and intangible assets of the company and its guarantors, sharing security on a pari passu basis with the new revolving credit facility.

Diebold Nixdorf, Incorporated

NYSE:DBD

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1.64B
36.93M
1.69%
103.27%
2.48%
Software - Application
Calculating & Accounting Machines (no Electronic Computers)
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United States of America
NORTH CANTON