--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-257872" form_type: "8-K" ticker: "NATL" cik: "0001974138" company_name: "NCR Atleos Corp" filed_at: "2023-10-18T23:59:59+00:00" generated_at: "2026-06-09T22:04:04.705405+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # NCR Atleos and NCR Voyix sign separation and distribution agreement for spin-off ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-257872 - form_type: 8-K - ticker: NATL - cik: 0001974138 - company_name: NCR Atleos Corp - filed_at: 2023-10-18T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/d569947d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-257872 - JSON: https://secwatch.observer/filing/0001193125-23-257872.json - Plain text: https://secwatch.observer/filing/0001193125-23-257872.txt ## Key facts - Executive change Frank A. Natoli, Jr. was elected as Director at NCR Atleos Corp. - Action: elected - Role: Director source text: Frank A. Natoli, Jr. Director evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Timothy C. Oliver was elected as Director and Chief Executive Officer at NCR Atleos Corp. - Action: elected - Role: Director and Chief Executive Officer source text: Timothy C. Oliver Director and Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Joseph E. Reece changed role as Chair of the Board at NCR Atleos Corp. - Role: Chair of the Board source text: Joseph E. Reece Director and Chair of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Jeffry H. von Gillern was elected as Director at NCR Atleos Corp. - Action: elected - Role: Director source text: Jeffry H. von Gillern Director evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Joseph E. Reece was elected as Director at NCR Atleos Corp. - Action: elected - Role: Director source text: Joseph E. Reece was elected as a director of the Company as of October 10, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Yi Song resigned as Director at NCR Atleos Corp. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Mary Ellen Baker was elected as Director at NCR Atleos Corp. - Action: elected - Role: Director source text: Mary Ellen Baker Director evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Vladimir Samoylenko resigned as Director at NCR Atleos Corp. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Andrew R. DuVall resigned as Director at NCR Atleos Corp. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Mark W. Begor was elected as Director at NCR Atleos Corp. - Action: elected - Role: Director source text: Mark W. Begor Director evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Odilon Almeida was elected as Director at NCR Atleos Corp. - Action: elected - Role: Director source text: Odilon Almeida Director evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Executive change Michelle Frymire was elected as Director at NCR Atleos Corp. - Action: elected - Role: Director source text: Michelle Frymire Director evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Governance Changes NCR Atleos Corp: Adopted a Code of Business Conduct and Ethics in connection with the Spin-Off. - Change: code of ethics source text: In connection with the Spin-Off, the Company Board adopted a Code of Business Conduct and Ethics (the “Code of Conduct”). evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm - Governance Changes NCR Atleos Corp: Amended and restated bylaws to revise advance notice window for stockholder nominations and other business at annual meetings. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1974138/000119312523257872/0001193125-23-257872-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.