| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 5, 2024, NCR Voyix Corporation (“NCR Voyix” or the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Dragon Buyer, Inc. (“Buyer”), an affiliate of The Veritas Capital Fund VIII, L.P. (“Veritas”), pursuant to which Buyer agreed to purchase the Company’s digital banking business (the “Digital Banking Business”).
The purchase price for the transaction is $2.45 billion in cash, subject to a customary post-closing purchase price adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on Veritas’ and its affiliates’ invested capital at the time of any future sale.
The transaction is structured as a purchase by Buyer of all of the equity interests of the Company’s wholly-owned subsidiary Digital First Holdings LLC (“Digital First”) and each subsidiary of Digital First following certain pre-closing restructuring actions.
The completion of the Transaction will be subject to customary closing conditions, including, among other things, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of any law or order that would prohibit the consummation of the Transaction, and will be expected to close by the end of 2024.
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement, including post-closing non-competition and employee non-solicitation provisions.
Until the consummation of the transaction contemplated by the Purchase Agreement, the Company has agreed, subject to certain exceptions, to use commercially reasonable efforts to cause the Digital Banking Business to be conducted in the ordinary course consistent with past practice. In addition, the parties are required to use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the transaction as promptly as practicable. The Purchase Agreement also contains certain limited indemnification provisions.
The Purchase Agreement contains certain termination rights customary for a transaction of this type, including if the closing has not occurred by February 1, 2025, and provides that upon termination of the Purchase Agreement under specified circumstances, Buyer will be required to pay the Company a reverse termination fee in cash.
The obligation of Buyer to consummate the transaction is not conditioned on receipt of financing. However, Buyer is not required to consummate the transaction until after the completion of a “Marketing Period” (as defined in the Purchase Agreement). Buyer has obtained firm commitments for debt and equity financing for the full amount of the purchase price.
The foregoing description of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
For a discussion of certain risks relating to the transaction, see “Part II—Other Information, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended June 30, 2024.
| Item 7.01. | Regulation FD Disclosure. |
On August 6, 2024, the Company issued a press release announcing the sale of the Digital Banking Business to Veritas. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
