8-K
filed August 11, 2023, 7:59 PM ET
ticker DBD
CIK 0000028823
other material
confidence high
sentiment negative
materiality 1.00
DIEBOLD NIXDORF, Inc (DBD): debt financing — Diebold Nixdorf emerges from Chapter 11; old stock canceled, $1.25B exit facility drawn
DIEBOLD NIXDORF, Inc
- On August 11, 2023, the U.S. Plan and WHOA Plan became effective, exiting Chapter 11 and Dutch proceedings.
- Old common stock and all prior notes (8.50% 2024, 9.375% 2025, 9.00% 2025, 8.50%/12.50% 2026) canceled.
- $1.25B senior secured term loan Exit Facility drawn; matures August 11, 2028; interest at SOFR+7.50% or base+6.50%.
- Issued 37,566,668 shares of new common stock (par $0.01); 98% to first-lien, 2% to second-lien claimholders.
- Board changes: Borden, Goldfarb, Stahl resigned; Marquez, Anton, Bowen, Pearlman remain; new 2023 equity plan approved.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
DIEBOLD NIXDORF, Inc incurred term loan of $1.25 billion with GLAS USA LLC at adjusted secured overnight financing rate with a one-month tenor rate plus 7.50% maturing August 11, 2028.
- Instrument
- term loan
- Principal
- $1.25 billion
- Counterparty
- GLAS USA LLC
- Rate
- adjusted secured overnight financing rate with a one-month tenor rate plus 7.50%
- Maturity
- August 11, 2028
- Event
- incurrence
Exact text from the filing
On the Effective Date, the Company, as borrower, entered into a credit agreement (the “Exit Credit Agreement”) governing its $1.25 billion senior secured term loan credit facility (the “Exit Facility”)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William A. Borden resigned as Director at DIEBOLD NIXDORF, Inc.
- Action
- resigned
- Role
- Director
Exact text from the filing
As contemplated by the Plans, on the Effective Date, William A. Borden, Matthew Goldfarb and Kent M. Stahl resigned as members of the Company’s board of directors (the “Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew Goldfarb resigned as Director at DIEBOLD NIXDORF, Inc.
- Action
- resigned
- Role
- Director
Exact text from the filing
As contemplated by the Plans, on the Effective Date, William A. Borden, Matthew Goldfarb and Kent M. Stahl resigned as members of the Company’s board of directors (the “Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kent M. Stahl resigned as Director at DIEBOLD NIXDORF, Inc.
- Action
- resigned
- Role
- Director
Exact text from the filing
As contemplated by the Plans, on the Effective Date, William A. Borden, Matthew Goldfarb and Kent M. Stahl resigned as members of the Company’s board of directors (the “Board”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
DIEBOLD NIXDORF, Inc: Adopted Amended and Restated Bylaws in connection with reincorporation.
- Change
- bylaw amendment
Exact text from the filing
Also on the Effective Date and in connection with the Reincorporation, the Company adopted Amended and Restated Bylaws (the “Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
DIEBOLD NIXDORF, Inc: Reincorporated as a Delaware corporation and filed new Certificate of Incorporation with authorized 45M common and 2M preferred shares (effective 2023-08-10).
- Change
- charter amendment
- Effective
- 2023-08-10
Exact text from the filing
On the Effective Date, in accordance with the Plans, the Company reincorporated as a Delaware corporation (the “Reincorporation”). In connection with the Reincorporation and pursuant to the Plans, the Company filed a Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State on August 10, 2023, which became effective on the Effective Date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
DIEBOLD NIXDORF, Inc entered into Exit Credit Agreement with certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent valued at $1.25 billion (effective 2023-08-11).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent
- Value
- $1.25 billion
- Effective
- 2023-08-11
Exact text from the filing
On the Effective Date, the Company, as borrower, entered into a credit agreement (the “Exit Credit Agreement”) governing its $1.25 billion senior secured term loan credit facility (the “Exit Facility”) along with certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
DIEBOLD NIXDORF, Inc entered into Registration Rights Agreement with certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the “Holders”) that received shares of the Company’s new common stock (effective 2023-08-11).
- Action
- entry
- Counterparty
- certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the “Holders”) that received shares of the Company’s new common stock
- Effective
- 2023-08-11
Exact text from the filing
On the Effective Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the “Holders”) that received shares of the Company’s new common stock (the “New Common Stock”) on the Effective Date as provided in the Plans.
View on SEC.gov
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