Item 1.01 Entry into a Material Definitive Agreement
On March 21, 2023 (the “Closing Date”), Diebold Nixdorf, Incorporated (the “Company”) and certain of its subsidiaries entered into an amendment and limited waiver (the “Amendment”) to the Revolving Credit and Guaranty Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, GLAS AMERICAS LLC, as European collateral agent, the subsidiary borrowers (together with the Company, the “ABL Borrowers”) and guarantors party thereto and the lenders party thereto.
The Amendment provides for an additional tranche (the “FILO Tranche”) of commitments under the ABL Credit Agreement consisting of a senior secured “last out” term loan facility (the “FILO Facility”). Commitments under the FILO Facility were $55 million and were borrowed in full and cancelled on the Closing Date. Proceeds of the loans made under the FILO Facility will be used to finance the ongoing working capital requirements of the Company and its subsidiaries and for other general corporate purposes.
The FILO Facility will mature on June 4, 2023. Loans under the FILO Facility bear interest determined by reference to, at the Company’s option, either (x) adjusted term SOFR plus a margin of 8.00% or (y) an alternative base rate plus a margin of 7.00%. On the Closing Date the Company paid an upfront fee to the lenders providing the FILO Facility, which fee was capitalized and added to the outstanding balance under the FILO Facility. The obligations of the Company under the FILO Facility benefit from the same guarantees and security as the existing obligations under the ABL Credit Agreement.
Pursuant to the Amendment, among other things, for a 75-day period ending on June 4, 2023 (the “Waiver Period”), the Company will be permitted to maintain outstanding borrowings and letters of credit in excess of its then-current borrowing base in an amount not to exceed $233.8 million (inclusive of amounts outstanding under the FILO Facility but before giving effect to any payment in kind of interest or fees added thereto). During the Waiver Period, the Company will not be permitted to borrow any additional amounts under the ABL Credit Agreement and must maintain an actual borrowing base of at least $140 million. In addition, during the Waiver Period, the Company will not be required to comply with certain reporting provisions required by the ABL Credit Agreement.
The description above is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
