8-K
filed October 18, 2023, 7:59 PM ET
ticker NATL
CIK 0001974138
M&A
confidence high
sentiment neutral
materiality 0.90
NCR Atleos and NCR Voyix sign separation and distribution agreement for spin-off
NCR Atleos Corp
- Entered into Separation and Distribution Agreement with NCR Voyix to separate self-service banking and other businesses via spin-off.
- Assumed $1.35 billion 9.500% senior secured notes due 2029 and $2.085 billion senior secured credit facilities.
- Established $166 million trade receivables facility with PNC, MUFG and Victory Receivables Corporation.
- Required to contribute $136.3 million to U.S. pension plan within 60 days of distribution date.
- Non-compete agreement prohibits each party from engaging in the other's business for three years, plus two more years for installation services.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frank A. Natoli, Jr. was elected as Director at NCR Atleos Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Frank A. Natoli, Jr. Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy C. Oliver was elected as Director and Chief Executive Officer at NCR Atleos Corp.
- Action
- elected
- Role
- Director and Chief Executive Officer
Exact text from the filing
Timothy C. Oliver Director and Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph E. Reece changed role as Chair of the Board at NCR Atleos Corp.
- Role
- Chair of the Board
Exact text from the filing
Joseph E. Reece Director and Chair of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffry H. von Gillern was elected as Director at NCR Atleos Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Jeffry H. von Gillern Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph E. Reece was elected as Director at NCR Atleos Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Joseph E. Reece was elected as a director of the Company as of October 10, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yi Song resigned as Director at NCR Atleos Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective as of the consummation of the Spin-Off on October 16, 2023, each of Vladimir Samoylenko, Yi Song and Andrew R. DuVall resigned from his or her position as a director on the Company’s Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Ellen Baker was elected as Director at NCR Atleos Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Mary Ellen Baker Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vladimir Samoylenko resigned as Director at NCR Atleos Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective as of the consummation of the Spin-Off on October 16, 2023, each of Vladimir Samoylenko, Yi Song and Andrew R. DuVall resigned from his or her position as a director on the Company’s Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew R. DuVall resigned as Director at NCR Atleos Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective as of the consummation of the Spin-Off on October 16, 2023, each of Vladimir Samoylenko, Yi Song and Andrew R. DuVall resigned from his or her position as a director on the Company’s Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark W. Begor was elected as Director at NCR Atleos Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Mark W. Begor Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Odilon Almeida was elected as Director at NCR Atleos Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Odilon Almeida Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michelle Frymire was elected as Director at NCR Atleos Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Michelle Frymire Director
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NCR Atleos Corp: Adopted a Code of Business Conduct and Ethics in connection with the Spin-Off.
- Change
- code of ethics
Exact text from the filing
In connection with the Spin-Off, the Company Board adopted a Code of Business Conduct and Ethics (the “Code of Conduct”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NCR Atleos Corp: Amended and restated bylaws to revise advance notice window for stockholder nominations and other business at annual meetings.
- Change
- bylaw amendment
Exact text from the filing
The Company’s bylaws were amended and restated (the “Amended and Restated Bylaws”), effective as of the Spin-Off. The Amended and Restated Bylaws revised the advance notice window for nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of Section 7 of the Amended and Restated Bylaws from not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting to not earlier than the 120th day nor later than 5:00 p.m., Eastern Time, on the 90th day prior to the first anniversary of the prior year’s annual meeting.
View on SEC.gov
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