Notes to be obligations of NCR Atleos
following consummation of NCR’s previously announced Spin-Off of
its ATM-focused businesses
NCR Corporation (NYSE: NCR) (“NCR”) and NCR Atleos, LLC (“NCR
Atleos”) announced today the intention of their wholly-owned
subsidiary, NCR ATM Escrow Corporation (the “Escrow Issuer”), to
offer, subject to market and customary conditions, $1,050 million
aggregate principal amount of senior secured notes due 2030 (the
“Notes”). The Notes are being offered in connection with NCR’s
previously announced plan to separate into two independent
companies (the “Spin-Off”): NCR Voyix, which will focus on digital
commerce, including NCR’s Retail, Hospitality and Digital Banking
businesses, and NCR Atleos, which will hold NCR’s ATM-focused
businesses, including NCR’s Self-Service Banking, Payments &
Network and Telecommunications and Technology businesses.
Substantially concurrently with the consummation of the
Spin-Off, the Escrow Issuer will merge with and into NCR Atleos,
with NCR Atleos continuing as the surviving entity, and NCR Atleos
will assume all of the Escrow Issuer’s obligations under the Notes,
the related indenture and other applicable documents. Upon
consummation of the Spin-Off, the Notes will be jointly and
severally and unconditionally guaranteed on a senior secured basis
by certain of NCR Atleos’s domestic subsidiaries (the “Guarantors”)
that will also guarantee its new senior secured credit facilities.
Upon consummation of the Spin-Off, the Notes and related guarantees
will be secured, subject to permitted liens and certain other
exceptions, by first-priority liens on all of NCR Atleos’s and the
Guarantors’ assets securing NCR Atleos’s new senior secured credit
facilities.
The closing of this offering is not conditioned on the closing
of the Spin-Off. The gross proceeds of the offering will be held in
escrow pending consummation of the Spin-Off. The Spin-Off is
currently expected to close in the fourth quarter of 2023, although
there can be no assurance that such closing will not be delayed or
will occur at all. If the Spin-Off is not consummated on or prior
to the earlier of December 31, 2023 and the date on which NCR
Atleos or the Escrow Issuer notifies the escrow agent that NCR
Atleos has determined that the Spin-Off will not be consummated,
then the Notes will be subject to a special mandatory
redemption.
NCR Atleos intends to use the net proceeds from the offering,
together with borrowings under its new senior secured credit
facilities and/or cash on hand, (i) to finance the payment of a
cash distribution to NCR, which NCR intends to use to repay a
portion of its existing indebtedness, (ii) to pay fees and expenses
related to the Spin-Off (including, without limitation, the fees
and expenses with respect to the foregoing financing arrangements)
and (iii) for general corporate purposes.
The Notes and the related guarantees will be offered in the
United States to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States pursuant to Regulation S under
the Securities Act. The Notes and the related guarantees have not
been registered under the Securities Act and may not be offered or
sold in the United States without registration or an applicable
exemption from the registration requirements.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of
Notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in transforming,
connecting, and running technology platforms for self-directed
banking, stores, and restaurants. NCR is headquartered in Atlanta,
Georgia, with 35,000 employees globally. NCR is a trademark of NCR
Corporation in the United States and other countries.
About NCR Atleos, LLC
Once an independent, publicly traded company, NCR Atleos, LLC is
expected to be a leader in creating, designing and accelerating
self-directed banking solutions for a global customer base
including financial institutions, retailers and consumers. NCR
Atleos will be headquartered in Atlanta, Georgia, with 19,000
employees globally.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking statements.
Forward-looking statements use words such as “expect,”
“anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,”
“will,” “should,” “would,” “potential,” “positioning,” “proposed,”
“planned,” “objective,” “likely,” “could,” “may,” and words of
similar meaning, as well as other words or expressions referencing
future events, conditions or circumstances. Statements that
describe or relate to NCR’s or NCR Atleos’s plans, goals,
intentions, strategies, financial outlook, NCR’s or NCR Atleos’s
expectations regarding the Spin-Off, the aggregate principal amount
of the Notes to be sold or the intended use of proceeds from the
offering of the Notes, and statements that do not relate to
historical or current fact, are examples of forward-looking
statements. Forward-looking statements are based on our current
beliefs, expectations and assumptions, which may not prove to be
accurate, and involve a number of known and unknown risks and
uncertainties, many of which are out of the NCR’s and NCR Atleos’s
control. Forward-looking statements are not guarantees of future
performance, and there are a number of important factors that could
cause actual outcomes and results to differ materially from the
results contemplated by such forward-looking statements. Additional
information concerning these and other factors can be found in NCR
and NCR Atleos’s filings with the U.S. Securities and Exchange
Commission, including NCR’s most recent annual report on Form 10-K,
most recent quarterly report on Form 10-Q and current reports on
Form 8-K and NCR Atleos’s registration statement on Form 10, most
recent quarterly report on Form 10-Q and current reports on Form
8-K. Any forward-looking statement speaks only as of the date on
which it is made. Neither NCR nor NCR Atleos undertake any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230918670231/en/
NCR Corporation Investor Contact Michael Nelson NCR
Corporation 678-808-6995 michael.nelson@ncr.com NCR Corporation
and NCR Atleos, LLC News Media Contact Scott Sykes NCR
Corporation scott.sykes@ncr.com
NCR (NYSE:NCR)
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