Unisys Announces Proposed $400 Million Private Offering of Senior Secured Notes; Net Proceeds to Be Used to Fund U.S. Pension Plan

Rhea-AI Summary

Unisys Corporation (NYSE: UIS) announced a proposed private offering of $400 million in Senior Secured Notes due 2028. The offering will be available under Rule 144A and Regulation S, aimed at qualified institutional buyers. Net proceeds from this offering will be used to address Unisys's underfunded U.S. pension liability. The notes will be secured by liens on nearly all assets of Unisys and its domestic subsidiaries. This move highlights Unisys's commitment to enhancing its financial position while addressing pension obligations.

Positive

• Intended use of proceeds to fund underfunded U.S. pension liabilities, potentially stabilizing future financial health.

Negative

• The offering could lead to dilution of existing shareholders' equity.

BLUE BELL, Pa., Oct. 21, 2020 /PRNewswire/ -- Unisys Corporation (NYSE: UIS) ("Unisys") today announced its intention to offer, subject to market and other conditions, $400 million aggregate principal amount of Senior Secured Notes due 2028 (the "notes") through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside of the United States pursuant to Regulation S, each under the Securities Act of 1933, as amended (the "Securities Act"). Unisys intends to use all of the net proceeds from the offering of the notes to fund a portion of its underfunded U.S. pension liability.

The notes will be guaranteed on a senior secured basis by material domestic subsidiaries of Unisys (the "subsidiary guarantors") on the issue date and, in the future, will be guaranteed by each U.S. domestic subsidiary that guarantees the company's ABL credit facility and by each restricted subsidiary that guarantees or becomes obligated as a co-issuer or co-borrower of certain capital markets debt issued or borrowed by Unisys or any subsidiary guarantor. The notes and the guarantees will be secured by liens on substantially all assets of Unisys and the subsidiary guarantors, which liens will be subordinated to the liens on ABL collateral in favor of the ABL secured parties and, in the future, may be subordinated to certain permitted first lien debt, subject to certain limitations and permitted liens.

The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act or the securities laws of any other jurisdiction.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Unisys
Unisys is a global IT services company that delivers successful outcomes for the most demanding businesses and governments. Unisys offerings include digital workplace services, cloud and infrastructure services and software operating environments for high-intensity enterprise computing. Unisys integrates security into all of its solutions.

Forward-Looking Statements
Any statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the completion by Unisys of the offering, the anticipated principal amount of securities sold, the final terms of the offering and the anticipated use of proceeds by Unisys. These forward-looking statements are based on current assumptions, expectations and beliefs of Unisys and involve substantial risks and uncertainties that may cause actual results and the timing of events to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks related to market and other general economic conditions, the ability of Unisys to meet the closing conditions required for the consummation of the offering and other risks detailed in filings Unisys makes with the SEC from time to time, including under the heading "Risk Factors" in Unisys' Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Unisys assumes no obligation to update any forward-looking statements.

RELEASE NO.: 1021/9793

Unisys and other Unisys products and services mentioned herein, as well as their respective logos, are trademarks or registered trademarks of Unisys Corporation. Any other brand or product referenced herein is acknowledged to be a trademark or registered trademark of its respective holder.

UIS-C

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SOURCE Unisys Corporation

FAQ

What is the purpose of Unisys's $400 million offering?

Unisys plans to use the net proceeds from the $400 million offering to fund a portion of its underfunded U.S. pension liability.

When are the Senior Secured Notes due?

The Senior Secured Notes offered by Unisys are due in 2028.

What are the terms of the Senior Secured Notes offered by Unisys?

The notes will be secured by liens on substantially all assets of Unisys and material subsidiaries.

How will the offering impact Unisys shareholders?

The offering may lead to dilution of existing shareholders' equity.

Is Unisys's offering registered with the SEC?

No, the notes have not been registered under the Securities Act and may not be sold in the U.S. without registration.