NCR Corporation and NCR Atleos, LLC Announce Upsize and Pricing of Senior Secured Notes Offering - Seite 2

In connection with the Spin-Off, NCR Atleos and the Escrow Issuer expect to enter into a credit agreement providing up to $2,085 million aggregate principal amount of indebtedness in the form of senior secured credit facilities, including a five and a half-year term loan “B” facility in the aggregate principal amount of $750 million (the “Senior Secured Term Loan B”). The borrowings under the Senior Secured Term Loan B are expected to be placed into escrow on or about the Closing Date and released from escrow upon the consummation of the Spin Off.

NCR Atleos intends to use the net proceeds from the offering, together with borrowings under its new senior secured credit facilities (including the borrowings under the Senior Secured Term Loan B) and/or cash on hand, (i) to finance the payment of a cash distribution to NCR, which NCR intends to use to repay a portion of its existing indebtedness, (ii) to pay fees and expenses related to the Spin-Off (including, without limitation, the fees and expenses with respect to the foregoing financing arrangements) and (iii) for general corporate purposes.

The Notes and the related guarantees were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About NCR Corporation

NCR Corporation (NYSE: NCR) is a leader in transforming, connecting, and running technology platforms for self-directed banking, stores, and restaurants. NCR is headquartered in Atlanta, Georgia, with 35,000 employees globally. NCR is a trademark of NCR Corporation in the United States and other countries.

About NCR Atleos, LLC

Once an independent, publicly traded company, NCR Atleos, LLC is expected to be a leader in creating, designing and accelerating self-directed banking solutions for a global customer base including financial institutions, retailers and consumers. NCR Atleos will be headquartered in Atlanta, Georgia, with 19,000 employees globally.