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MarketScreener Homepage  >  Equities  >  Nyse  >  NCR Corporation    NCR

NCR CORPORATION

(NCR)
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NCR CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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08/21/2019 | 05:25pm EDT

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.

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The foregoing description of each Indenture does not purport to be a complete statement of the parties' rights and obligations under each Indenture and is qualified in its entirety by reference to each Indenture. The Indentures are filed hereto as Exhibit 4.1, for the 2027 Indenture, and Exhibit 4.3, for the 2029 Indenture. Each Indenture is incorporated herein by reference.

The Notes have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are attached with this current report on Form 8-K:

 Exhibit
   No.                                       Description

    4.1            Indenture relating to the 2027 Notes, dated August 21, 2019, among
                 NCR Corporation, NCR International, Inc. and Wells Fargo Bank,
                 National Association.

    4.2            Form of 5.750% Senior Notes due 2027 (included in Exhibit 4.1).

    4.3            Indenture relating to the 2029 Notes, dated August 21, 2019, among
                 NCR Corporation, NCR International, Inc. and Wells Fargo Bank,
                 National Association.

    4.4            Form of 6.125% Senior Notes due 2029 (included in Exhibit 4.3).

   104           Cover Page Interactive Data File (the cover page XBRL tags are
                 embedded within the Inline XBRL document).

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NCR Corporation

By: /s/ Andre J. Fernandez

Andre J. Fernandez

Executive Vice President and Chief Financial Officer

Date: August 21, 2019

© Edgar Online, source Glimpses

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