NCR Corporation and NCR Atleos, LLC Announce Offering of Senior Secured Notes

NCR Corporation (NYSE: NCR) (“NCR”) and NCR Atleos, LLC (“NCR Atleos”) announced today the intention of their wholly-owned subsidiary, NCR ATM Escrow Corporation (the “Escrow Issuer”), to offer, subject to market and customary conditions, $1,050 million aggregate principal amount of senior secured notes due 2030 (the “Notes”). The Notes are being offered in connection with NCR’s previously announced plan to separate into two independent companies (the “Spin-Off”): NCR Voyix, which will focus on digital commerce, including NCR’s Retail, Hospitality and Digital Banking businesses, and NCR Atleos, which will hold NCR’s ATM-focused businesses, including NCR’s Self-Service Banking, Payments & Network and Telecommunications and Technology businesses.

Substantially concurrently with the consummation of the Spin-Off, the Escrow Issuer will merge with and into NCR Atleos, with NCR Atleos continuing as the surviving entity, and NCR Atleos will assume all of the Escrow Issuer’s obligations under the Notes, the related indenture and other applicable documents. Upon consummation of the Spin-Off, the Notes will be jointly and severally and unconditionally guaranteed on a senior secured basis by certain of NCR Atleos’s domestic subsidiaries (the “Guarantors”) that will also guarantee its new senior secured credit facilities. Upon consummation of the Spin-Off, the Notes and related guarantees will be secured, subject to permitted liens and certain other exceptions, by first-priority liens on all of NCR Atleos’s and the Guarantors’ assets securing NCR Atleos’s new senior secured credit facilities.

The closing of this offering is not conditioned on the closing of the Spin-Off. The gross proceeds of the offering will be held in escrow pending consummation of the Spin-Off. The Spin-Off is currently expected to close in the fourth quarter of 2023, although there can be no assurance that such closing will not be delayed or will occur at all. If the Spin-Off is not consummated on or prior to the earlier of December 31, 2023 and the date on which NCR Atleos or the Escrow Issuer notifies the escrow agent that NCR Atleos has determined that the Spin-Off will not be consummated, then the Notes will be subject to a special mandatory redemption.