Item 1.02. Termination of a Material Definitive Agreement.
On August 20, 2020, NCR Corporation (the "Company") directed U.S. Bank National
Association, as trustee (the "Trustee") under (i) the indenture, dated
September 17, 2012 (the "2022 Notes Indenture"), among the Company, NCR
International, Inc. (the "Guarantor") and the Trustee, to issue a notice of full
redemption to redeem all of the $600,000,000 outstanding aggregate principal
amount of the Company's 5.000% senior notes due 2022 (the "2022 Notes") and
(ii) the indenture, dated December 19, 2013 (the "2023 Notes Indenture" and
together with the 2022 Notes Indenture, the "Indentures"), among the Company,
the Guarantor and the Trustee, to issue a notice of full redemption to redeem
all of the $700,000,000 outstanding aggregate principal amount of the Company's
6.375% senior notes due 2023 (the "2023 Notes" and together with the 2022 Notes,
the "Notes").
The 2022 Notes were redeemed on September 19, 2020 (the "Redemption Date"), at a
price equal to (i) 100.000% of the aggregate principal amount of the 2022 Notes
and (ii) accrued and unpaid interest to, but not including, the Redemption Date,
of $5,333,333.33. Accordingly, the total redemption payment for the 2022 Notes
was $605,333,333.33. Pursuant to the provisions of the 2022 Notes Indenture, the
Company deposited the redemption payment for the Notes with the Trustee on
September 18, 2020, the last business day immediately prior to the Redemption
Date.
The 2023 Notes were redeemed on the Redemption Date, at a price equal to (i)
102.125% of the aggregate principal amount of the 2023 Notes and (ii) accrued
and unpaid interest to, but not including, the Redemption Date, of
$11,652,083.33. Accordingly, the total redemption payment for the 2023 Notes was
$726,527,083.33. Pursuant to the provisions of the 2023 Notes Indenture, the
Company deposited the redemption payment for the Notes with the Trustee on
September 18, 2020, the last business day immediately prior to the Redemption
Date.
Upon deposit of the redemption payments, the Indentures were satisfied and
discharged in accordance with its terms. As a result of the satisfaction and
discharge of the Indentures, the Company and the Guarantor have been released
from their obligations with respect to the Indentures and the Notes, except with
respect to those provisions of the Indentures that, by their terms, survive the
satisfaction and discharge of the Indentures.
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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/ James M. Bedore
James M. Bedore
Executive Vice President, General Counsel and Secretary
Date: September 21, 2020
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