NCR Voyix Corporation (NYSE: VYX) (“NCR Voyix” or the “Company”)
announced today the early tender results of its previously
announced tender offers to purchase for cash a portion of its
outstanding senior notes listed in the table below (collectively,
the “Notes”) for an aggregate purchase price, excluding Accrued
Interest (as defined below), of up to $1,177,079,565 (the “Maximum
Aggregate Cap”). The Maximum Aggregate Cap was increased from the
previously announced $1,100,000,000 aggregate purchase price,
excluding Accrued Interest. The tender offers are being made upon
the terms and subject to conditions described in the Offer to
Purchase, dated August 26, 2024 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”), which
sets forth a detailed description of the tender offers.
As of 5:00 p.m., New York City time, on September 9, 2024 (such
date and time, the “Early Tender Date”), according to information
provided to Global Bondholder Services Corporation, the tender and
information agent for the tender offers, the aggregate principal
amount of each series of Notes listed in the table below has been
validly tendered and not validly withdrawn in the tender offers.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City
time, on the Early Tender Date.
Title of Security
CUSIP Numbers
Principal Amount
Outstanding
Acceptance Priority
Level1
Principal Amount Tendered at
the Early Tender Date
Percentage of Outstanding
Notes Tendered
Total Consideration (Per
$1,000 Principal Amount)2
Aggregate Principal Amount
Accepted for Purchase3
5.250% Senior Notes due 2030
62886EAZ1/
U62886AM5
$450,000,000
1
$397,897,000
88.42%
$975.00
$397,897,000
5.125% Senior Notes due 2029
62886EBA5/
U62886AN3
$1,200,000,000
2
$1,125,172,000
93.76%
$990.00
$797,101,000
5.000% Senior Notes due 2028
62886EAY4/
U62886AL7
$650,000,000
3
$599,706,000
92.26%
$1,000.00
$0
1Subject to the Maximum Aggregate Cap and
proration, the principal amount of Notes being purchased in each
tender offer has been determined in accordance with the applicable
acceptance priority level (in numerical priority order) specified
in this column.
2Does not include Accrued Interest on the
Notes, which will also be payable as provided in the Offer to
Purchase. Includes the Early Tender Premium (as defined below).
3Subject to the satisfaction of the
M&A Condition (as defined below).
The tender offers for the Notes will expire at 5:00 p.m., New
York City time, on September 24, 2024, or any other date and time
to which the Company extends the applicable tender offer (such date
and time, as it may be extended with respect to a tender offer, the
“Expiration Date”). The Company has elected not to exercise its
option to have an early settlement date for the tender offers at
this time as the conditions to the tender offers, including the
M&A Condition, have not yet been satisfied or waived. Payment
for the Notes that are validly tendered at or prior to the Early
Tender Date and that are accepted for purchase will be made on a
date promptly following the Expiration Date, which is currently
anticipated to be September 26, 2024, the second business day after
the Expiration Date (such date, the “Final Settlement Date”),
subject to the satisfaction of the M&A Condition.
As the aggregate purchase price of Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Date exceeded
the Maximum Aggregate Cap, no Notes tendered after the Early Tender
Date will be accepted for purchase. As described in the Offer to
Purchase, Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Date will be accepted based on the
acceptance priority levels noted in the table above. As the
aggregate principal amount of the Notes validly tendered and not
validly withdrawn exceeds the Maximum Aggregate Cap, the Notes will
be accepted for purchase on a pro rata basis as set forth in the
Offer to Purchase, subject to a proration rate of approximately
70.879999% in the case of the 5.125% Senior Notes due 2029. All of
the 5.250% Senior Notes due 2030 will be accepted for purchase.
None of the 5.000% Senior Notes due 2028 will be accepted for
purchase. Notes tendered and not purchased on the Final Settlement
Date will be returned to holders promptly after the Final
Settlement Date. The consideration to be paid for the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Date per $1,000 principal amount of such Notes validly tendered and
accepted for purchase pursuant to the applicable tender offer is
the amount set forth in the table above under the heading “Total
Consideration.” The amounts set forth in the table above under the
heading “Total Consideration” include an early tender premium of
$30.00 per $1,000 principal amount of Notes accepted for purchase
(the “Early Tender Premium”). Each holder who validly tendered and
did not validly withdraw its Notes at or prior to the Early Tender
Date and whose Notes are accepted for purchase will be entitled to
receive the applicable “Total Consideration” set forth in the table
above under the heading “Total Consideration,” which includes the
Early Tender Premium, plus Accrued Interest.
In addition to the consideration set forth in the table above,
holders of Notes accepted for purchase will also receive accrued
interest from, and including, the most recent applicable interest
payment date preceding the Final Settlement Date to, but not
including, the Final Settlement Date (the “Accrued Interest”). The
Total Consideration, Accrued Interest and the costs and expenses of
the tender offers are expected to be paid with funds from the
closing of the previously announced sale of the Company’s Digital
Banking segment (the “Digital Banking Sale”).
The tender offers are subject to the satisfaction or waiver of
certain conditions, which are specified in the Offer to Purchase.
If any of the conditions are not satisfied (including the condition
related to the completion of the Digital Banking Sale described in
the Offer to Purchase (the “M&A Condition”)), the Company is
not obligated to accept for payment, or pay for, and may delay the
acceptance for payment of, any tendered Notes and may even
terminate one or more tender offers. The Company reserves the right
to (i) extend or terminate any of the tender offers (including as
result of the M&A Condition having not been satisfied), and
without extending withdrawal rights, (ii) waive any condition
(other than the M&A Condition), and (iii) amend any of the
tender offers in any respect, in each case, with respect to one or
more tender offers without taking a similar action with respect to
any other tender offer.
Information Relating to the Tender Offers
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are
the dealer managers for the tender offers. Investors with questions
regarding the terms and conditions of the tender offers may contact
the dealer managers as follows:
Goldman Sachs & Co. LLC
J.P. Morgan
200 West Street
383 Madison Avenue, 6th Floor
New York, New York 10282
New York, New York 10179
Attn: Liability Management
Attn: Liability Management
Group
Toll-Free: (800) 828-3182
Toll Free: (866) 834-4666
Collect: (212) 902-5962
Collect: (212) 834-4045
Global Bondholder Services Corporation is the tender and
information agent for the tender offers. Any questions regarding
procedures for tendering Notes or requests for copies of the Offer
to Purchase should be directed to Global Bondholder Services
Corporation by any of the following means: by telephone at (855)
654-2014 (toll-free) or (212) 430-3774 (collect); by email at
contact@gbsc-usa.com.
This press release does not constitute an offer to purchase, or
a solicitation of an offer to sell, or the solicitation of tenders
with respect to, the Notes. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer,
solicitation, purchase or sale would be unlawful. The tender offers
are being made solely pursuant to the Offer to Purchase made
available to holders of the Notes. None of the Company or its
affiliates, their respective boards of directors, the dealer
managers, the tender and information agent or the trustee with
respect to any series of Notes is making any recommendation as to
whether or not holders should tender or refrain from tendering all
or any portion of their Notes in response to the tender offers.
Holders are urged to evaluate carefully all information in the
Offer to Purchase, consult their own investment and tax advisors
and make their own decisions whether to tender Notes in the tender
offers, and, if so, the principal amount of Notes to tender.
About NCR Voyix
NCR Voyix Corporation (NYSE: VYX) is a leading global provider
of digital commerce solutions for the retail, restaurant and
digital banking industries. NCR Voyix transforms retail stores,
restaurant systems and digital banking experiences with
comprehensive, platform-led SaaS and services capabilities. NCR
Voyix is headquartered in Atlanta, Georgia, with customers in more
than 30 countries across the globe.
Forward Looking Statements
This press release includes statements which may constitute
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
the accuracy of which are necessarily subject to risks,
uncertainties, and assumptions as to future events that may not
prove to be accurate. In some cases, you can identify
forward-looking statements by the use of words such as “may,”
“could,” “expect,” “intend,” “plan,” “target,” “seek,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” or
“continue” or the negative of these terms or other comparable
terminology. These statements include, but are not limited to,
express or implied forward-looking statements relating to our
expectations regarding the tender offers and the Digital Banking
Sale. These statements are neither promises nor guarantees, but are
subject to a variety of risks and uncertainties, many of which are
beyond our control, which could cause actual results, levels of
activity, performance or achievements to differ materially from
those contemplated in these forward-looking statements. Investors
and others are cautioned not to place undue reliance on
forward-looking statements. Factors that could cause actual results
to differ materially from those expressed or implied include the
Company’s ability to consummate the tender offers on the terms and
timing described herein, or at all, the completion of the Digital
Banking Sale and the other risks and uncertainties further
described in the “Risk Factors” section of the Company’s most
recent Annual Report on Form 10-K, and in the Company’s subsequent
Quarterly Reports on Form 10-Q, as well as in the Company’s other
reports filed with or furnished to the U.S. Securities and Exchange
Commission, available at www.sec.gov. Forward-looking statements
should be considered in light of these risks and uncertainties.
These forward-looking statements speak only as of the date of this
press release or as of the date to which they refer, and NCR Voyix
assumes no obligation to update any forward-looking statements as a
result of new information or future events or developments, except
as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240909186686/en/
News Media Contact Susan Sloan
media.relations@ncrvoyix.com
Investor Contact Alan Katz alan.katz@ncrvoyix.com
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