Diebold, Incorporated (DBD) today announced that it has commenced, subject to market conditions, an offering of $500 million of senior notes due 2024 in an offering exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act") in connection with the proposed acquisition of Wincor Nixdorf Aktiengesellschaft ("Wincor Nixdorf").
It is expected that the senior notes will be guaranteed by certain of Diebold's existing and future domestic subsidiaries on a senior unsecured basis.
Diebold intends to use the net proceeds from the offering of the senior notes, along with a portion of the cash proceeds from the completed sale of its North America electronic security business and borrowings from its senior credit facility, to pay the cash portion of the consideration for tendered Wincor Nixdorf shares, to purchase additional Wincor Nixdorf ordinary shares, to refinance a portion of its and Wincor Nixdorf's debt, to pay related fees and expenses, and for general corporate purposes.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The senior notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The senior notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.