Exhibit 99.1
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Press Release |
| Media contact:
Mike Jacobsen, APR
+1 330 490-4498
michael.jacobsen@dieboldnixdorf.com |
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Investor Contact:
Chris Sikora
+1 330 490-4242
christopher.sikora@dieboldnixdorf.com |
FOR IMMEDIATE RELEASE:
Dec. 11, 2024
Diebold Nixdorf Prices Offering of Senior
Secured Notes
NORTH CANTON, Ohio — 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.