Item 1.01. Entry in to a Material Definitive Agreement.
On
The Company intends to use the net proceeds from the issuance of the Notes,
together with borrowings under its senior secured credit facilities and its
trade receivables securitization facility and/or cash on hand, to finance the
consideration payable in connection with the previously announced acquisition of
If such escrow release conditions are not satisfied on or prior to the earlier
of
The Notes will be senior unsecured obligations of the Company and will be
guaranteed by
Interest is payable on the Notes semi-annually in arrears at annual rates of
5.125% on
At any time and from time to time, prior to
Prior to
On or after
Upon a change of control, as defined in the applicable Indenture, the Company is required to offer to purchase all of the Notes 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).
The 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. The 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 the Indenture does not purport to be a complete statement of the parties' rights and obligations under the Indenture and is qualified in its entirety by reference to the Indenture. The Indenture is filed hereto as Exhibit 4.1 and is incorporated herein by reference.
The Notes have not been registered under the Securities Act, and may not be
offered or sold in
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 Notes, datedApril 6, 2021 , amongNCR Corporation ,NCR International, Inc. andU.S. Bank National Association . 4.2 Form of 5.125% Senior Notes due 2029 (included in Exhibit 4.1). 104 Cover Page Interactive Data File (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/Timothy C. Oliver Timothy C. Oliver Executive Vice President and Chief Financial Officer
Date:
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