EQS-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 29, 2022

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

_________________________________________________ 

Registrant's telephone number, including area code: (330) 490-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

On December 29, 2022, Diebold Nixdorf, Incorporated issued the press release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Press Release

Media Relations                    Investor Relations

Mike Jacobsen, APR                    Christine Marchuska, CAIA

+1 330-490-4498                    +1 607-206-9212

michael.jacobsen@dieboldnixdorf.com        christine.marchuska@dieboldnixdorf.com

FOR IMMEDIATE RELEASE:

Dec. 29, 2022

Diebold Nixdorf Closes Transactions with Key Financial Stakeholders to Support Debt Refinancing

Transactions address certain near-term maturities and provide $400 million in additional financing

HUDSON, Ohio -- Diebold Nixdorf (NYSE: DBD), a world leader in automating, digitizing and transforming the way people bank and shop, today announced the company has completed the previously announced transactions with certain key financial stakeholders to refinance certain debt with near-term maturities and provide the company with $400 million in new capital. These transactions include the completion of its previously announced exchange offer and consent solicitation with respect to its outstanding 8.50% Senior Notes due 2024 and the completion of its previously announced exchange offers and consent solicitations with respect to its outstanding 9.375% Senior Secured Notes due 2025 and Diebold Nixdorf Dutch Holding B.V.s 9.000% Senior Secured Notes due 2025. Additional information about the transactions can be found in the current reports on Form 8-K previously filed by the company with the SEC and available on Diebold Nixdorfs Investor Relations website.

Octavio Marquez, Diebold Nixdorf president and chief executive officer, said: Our company is excited to move into 2023 having reached this important milestone, which provides us with the capital to help normalize our operations, meet supplier commitments, execute on our operating model and make strategic investments in the business to further strengthen our global market position. We are grateful for the support weve received from our lenders and noteholders throughout this process, which we believe confirms the financial communitys confidence in our business. We are operating with a leaner, more agile company that remains fully focused on helping our banking and retail customers gain efficiencies in their operations while creating positive consumer experiences.

Evercore Group L.L.C. is serving as financial advisor to Diebold Nixdorf on the debt refinancing, and Sullivan & Cromwell LLP is serving as legal counsel to Diebold Nixdorf.

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 22,000 employees worldwide. Visit www.DieboldNixdorf.com for more information.

Twitter: @DieboldNixdorf

LinkedIn: www.linkedin.com/company/diebold

Facebook: www.facebook.com/DieboldNixdorf

YouTube: www.youtube.com/dieboldnixdorf

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Forward-Looking Statements

This press release contains statements that are not historical information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, statements regarding the impact of the refinancing transactions on the company's future financial position, anticipated operating results, strategic plans, future liquidity and market position.

Statements can generally be identified as forward looking because they include words such as believes, anticipates, expects, intends, plans, will, believes, estimates, potential, target, predict, project, seek, and variations thereof or could, should or words of similar meaning. Statements that describe the company's future plans, objectives or goals are also forward-looking statements, which reflect the current views of the company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The factors that may affect the company's results include, among others:

the overall impact of the global supply chain complexities on the company and its business, including delays in sourcing key components as well as longer transport times, especially for container ships and U.S. trucking, given the companys reliance on suppliers, subcontractors and availability of raw materials and other components;

our ability to successfully convert our backlog into sales, including our ability to overcome supply chain and liquidity challenges;

the ultimate impact of the ongoing COVID-19 pandemic and other public health emergencies, including further adverse effects to the companys supply chain, maintenance of increased order backlog, and the effects of any COVID-19 related cancellations;

the companys ability to successfully meet its cost-reduction goals and continue to achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as the current $150m+ cost savings plan;

the success of the companys new products, including its DN Series line and EASY family of retail checkout solutions, and electronic vehicle charging service business;

the impact of a cybersecurity breach or operational failure on the companys business;

the companys ability to generate sufficient cash to service its debt or to comply with the covenants contained in the agreements governing its debt and, if applicable, to successfully refinance its debt in the future;

the companys ability to attract, retain and motivate key employees;

the companys reliance on suppliers, subcontractors and availability of raw materials and other components;

changes in the companys intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions, which could negatively impact foreign and domestic taxes;

the companys success in divesting, reorganizing or exiting non-core and/or non-accretive businesses and its ability to successfully manage acquisitions, divestitures, and alliances;

the ultimate outcome of the appraisal proceedings initiated in connection with the implementation of the Domination and Profit Loss Transfer Agreement with the former Diebold Nixdorf AG (which was dismissed in the companys favor at the lower court level in May 2022) and the merger/squeeze-out;

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the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce the companys customer base and/or adversely affect its customers ability to make capital expenditures, as well as adversely impact the availability and cost of credit;

the impact of competitive pressures, including pricing pressures and technological developments;

changes in political, economic or other factors such as currency exchange rates, Inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, hostilities or conflicts (including the conflict between Russia and Ukraine), disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of the companys operations;

the companys ability to maintain effective internal controls;

unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments;

the effect of changes in law and regulations or the manner of enforcement in the U.S. and internationally and the companys ability to comply with government regulations; and

other factors included in the companys filings with the U.S. Securities and Exchange Commission (the SEC), including its Annual Report on Form 10-K for the year ended December 31, 2021, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 and in other documents the company files with the SEC.

Except to the extent required by applicable law or regulation, the company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.

DN-F

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