Hardware

Diebold Nixdorf to respond to NYSE listing notice, extends exchange offer on outstanding notes

Image provided by Diebold Nixdorf Inc.

May 9, 2023

Diebold Nixdorf Inc. received a notice on May 5 from the New York Stock Exchange that as of May 4, 2023 it was not in compliance with the NYSE's continued listing standards because the average closing price of the company's common shares was less than $1 per share over a consecutive 30 trading-day period, according to a company press release.

Additionally, the company has further extended its previously announced public exchange offer with respect to its outstanding 8.50% Senior Notes due 2024.

The listing standard notice has no immediate impact on the listing of the common shares on the NYSE, subject to the company's compliance with the NYSE's other continued listing requirements, according to the press release.

The company intends to respond to the NYSE within 10 business days of receipt of the listing standard notice affirming its intent to cure the deficiency, subject to the company's compliance with the NYSE's other continued listing requirements.

Pursuant to the NYSE's rules, the company has a six-month period following receipt of the listing standard notice to regain compliance with the NYSE's minimum share price requirement.

The company can regain compliance with the minimum share price requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period or on the last day of the cure period, the company has (i) a closing share price of at least $1, and (ii) an average closing share price of at least $1 over the consecutive 30 trading-day periods ending on the last trading day of that month.

As previously announced, the company continues to have ongoing conversations with its lending partners to address short- and long-term liquidity needs, the company's capital structure and deleveraging its balance sheet.

While the company expects these conversations to bear on its ability to comply with NYSE's continued listing requirements, the outcome of these conversations remains uncertain. The receipt of the listing standard notice does not affect the company's business, operations or reporting requirements with the Securities and Exchange Commission.

Under the exchange offer, the company is offering to exchange any and all of the 2024 senior notes for units consisting of (i) new 8.50%/12.50% senior secured PIK toggle notes due 2026 to be issued by the company and (ii) warrants to purchase common shares, par value $1.25 per share, of the company.

The exchange offer, which was previously scheduled to expire at 5 p.m., New York City time on May 5, 2023, has been extended until 5 p.m., New York City time on May 19, 2023, unless earlier terminated or extended by the company. Any 2024 senior notes tendered may be withdrawn at any time prior to the expiration time, but not thereafter.

Except for the extension of the expiration time and withdrawal deadline, all other terms of the exchange offer remain unchanged.

In light of ongoing conversations with the company's lending partners to address short- and long-term liquidity needs, the company's capital structure and deleveraging its balance sheet, the company currently believes that it is unlikely that the exchange offer will be consummated.

While the company currently expects that these conversations are likely to result in a transaction or other capital structure solution that would not include a consummation of the exchange offer, there is no assurance as to the outcome of these conversations.