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

NCR Corporation (NYSE: NCR) (“NCR”) and NCR Atleos, LLC (“NCR Atleos”) announced today that their wholly-owned subsidiary, NCR Atleos Escrow Corporation (the “Escrow Issuer”), priced an offering of $1,350 million aggregate principal amount of 9.500% senior secured notes due 2029 (the “Notes”) at a price of 98.750% of the principal amount of the Notes. The aggregate principal amount of the Notes to be issued in the offering was increased to $1,350 million from the previously announced $1,050 million. The maturity of the Notes was shortened to five and a half years from the previously announced seven year maturity. 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, Restaurant 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 offering is expected to close on September 27, 2023 (the “Closing Date”), subject to customary closing conditions. 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.