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): August 21, 2019
NCR CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
Maryland | | 001-00395 | | 31-0387920 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
864 Spring Street NW
Atlanta, GA 30308
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (937) 445-5000
N/A
(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 (see General Instruction A.2 below):
| ☐ | 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:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | NCR | | New York Stock Exchange |
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. ☐
| Item 1.01. | Entry in to a Material Definitive Agreement. |
On August 21, 2019, NCR Corporation, a Maryland corporation (the “Company”), closed the previously announced offering by the Company of $500 million aggregate principal amount of 5.750% senior notes due 2027 (the “2027 Notes”) and $500 million aggregate principal amount of 6.125% senior notes due 2029 (the “2029 Notes,” and, together with the 2027 Notes, the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A, and outside of the United States pursuant to Regulation S, under the Securities Act of 1933, as amended (the “Securities Act”). Each series of Notes was issued pursuant to an indenture (each an “Indenture” and collectively, the “Indentures”), dated as of August 21, 2019, among the Company, the Subsidiary Guarantor (as defined below) and Wells Fargo Bank, National Association, as trustee.
The Company intends to use the net proceeds from the offering, together with initial borrowings under new senior secured senior credit facilities that the Company intends to enter into, to redeem or repurchase all of its outstanding 4.625% senior notes due 2021, with the remainder to repay outstanding indebtedness under its existing senior secured credit facilities and for general corporate purposes.
The Notes will be senior unsecured obligations of the Company and will be guaranteed by NCR International, Inc., a Delaware corporation (the “Subsidiary Guarantor”).
Interest is payable on the Notes semi-annually in arrears at annual rates of 5.750%, with respect to the 2027 Notes, and 6.125%, with respect to the 2029 Notes, in each case, on March 1 and September 1 of each year, beginning on March 1, 2020. The 2027 Notes will mature on September 1, 2027, and the 2029 Notes will mature on September 1, 2029.
At any time and from time to time, prior to September 1, 2022, the Company may redeem up to a maximum of 40% of the original aggregate principal amount of either series of Notes with the proceeds of one or more equity offerings, at a redemption price equal to 105.750%, with respect to the 2027 Notes, and 106.125%, with respect to the 2029 Notes, of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (i) at least 55% of the original aggregate principal amount of the applicable Notes remains outstanding; and (ii) such redemption occurs within 180 days of the completion of such equity offering.
Prior to September 1, 2022, with respect to the 2027 Notes, or September 1, 2024, with respect to the 2029 Notes, the Company may redeem some or all of such series of Notes by paying a redemption price equal to 100% of the principal amount of the applicable Notes to be redeemed plus the Applicable Premium, as defined in the applicable Indenture, as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record of the applicable Notes on the relevant record date to receive interest due on the relevant interest payment date).
On or after September 1 of the relevant year listed below, the Company may redeem some or all of the 2027 Notes at the prices listed below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): 2022 at a redemption price of 102.875%, 2023 at a redemption price of 101.438%, and 2024 and thereafter at a redemption price of 100.000%.
On or after September 1 of the relevant year listed below, the Company may redeem some or all of the 2029 Notes at the prices listed below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): 2024 at a redemption price of 103.063%, 2025 at a redemption price of 102.042%, 2026 at a redemption price of 101.021%, and 2027 and thereafter at a redemption price of 100.000%.
Upon a change of control, as defined in the applicable Indenture, the Company is required to offer to purchase all of the 2027 Notes or 2029 Notes, as the case may be, then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the purchase date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Each Indenture contains customary events of default, including, among other things, payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. Each Indenture also contains customary high yield affirmative and negative covenants, including negative covenants that, among other things, limit the Company and its restricted subsidiaries’ ability to incur additional indebtedness, create liens on, sell or otherwise dispose of assets, engage in certain fundamental corporate changes or changes to lines of business activities, make certain investments or material acquisitions, engage in sale-leaseback or hedging transactions, repurchase common stock, pay dividends or make similar distributions on capital stock, repay certain indebtedness, engage in certain affiliate transactions and enter into agreements that restrict their ability to create liens, pay dividends or make loan repayments.
