NCR Corporation (NYSE: NCR) (the “Company”) announced today the pricing
of an offering by NCR Escrow Corp., a newly formed Delaware corporation
and wholly owned subsidiary of the Company, of $400 million aggregate
principal amount of 5.875% senior notes due 2021 (the “2021 Notes”) and
$700 million aggregate principal amount of 6.375% senior notes due 2023
(the “2023 Notes” and, together with the 2021 Notes, the “Notes”) at a
price of 100.000% of the principal amount of each series of Notes, which
resulted in gross proceeds of $1,100 million.
The offering is expected to close on December 19, 2013, subject to
customary closing conditions.
NCR Escrow Corp. will initially deposit the net proceeds from the
offering into a segregated escrow account. The Company intends to use
the net proceeds from the offering, together with cash, incremental term
loans and additional borrowings under the Company’s revolving credit
facility, to finance the previously announced acquisition of Digital
Insight Corporation (“Digital Insight”) through a merger with Fandango
Holdings Corporation, the parent of Digital Insight (the “Acquisition”).
At the time of the closing of the Acquisition, (1) NCR Escrow Corp. will
merge with and into the Company, with the Company continuing as the
surviving corporation, (2) the Company will assume all of NCR Escrow
Corp.’s obligations under the Notes and the related indentures (the
“Assumption”) and (3) subject to the satisfaction of certain other
conditions, the net proceeds from the offering will be released from the
escrow account to the Company. If the Acquisition is not consummated,
NCR Escrow Corp. will be required to redeem each series of Notes at a
redemption price equal to 100% of the principal amount of such series of
Notes, plus accrued and unpaid interest to, but excluding, the
redemption date.
Prior to the Assumption, the Notes will not be guaranteed by the Company
or any of its subsidiaries. Following the Assumption, the Notes will be
senior unsecured obligations of the Company and will be guaranteed by
NCR International Inc., a Delaware corporation, and Radiant Systems,
Inc., a Georgia corporation.
The Notes and the related subsidiary guarantees will be 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 subsidiary 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 the global leader in consumer transaction
technologies, turning everyday interactions with businesses into
exceptional experiences. With its software, hardware, and portfolio of
services, NCR enables more than 450 million transactions daily across
the retail, financial, travel, hospitality, telecom and technology
industries. NCR solutions run the everyday transactions that make your
life easier.
NCR is headquartered in Duluth, Georgia with over 26,000 employees and
does business in 180 countries. NCR is a trademark of NCR Corporation in
the United States and other countries.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements use words such as “seek,” “potential,” “expect,” “strive,”
“continue,” “continuously,” “accelerate,” “anticipate,” “outlook,”
“intend,” “plan,” “target,” “believe,” “estimate,” “forecast,” “pursue”
and other similar expressions or future or conditional verbs such as
“will,” “should,” “would” and “could.” They include statements as to
NCR’s anticipated or expected results; future financial performance;
projections of revenue, profit growth and other financial items; the use
of proceeds from the offering of the Notes; NCR’s plans for the business
of Digital Insight Corporation; discussion of other strategic
initiatives and related actions; comments about future market or
industry performance or behaviors; and beliefs, expectations,
intentions, and strategies, among other things. Forward-looking
statements are based on management’s current beliefs, expectations and
assumptions and involve a number of known and unknown risks and
uncertainties, many of which are outside of our control. Forward-looking
statements are not guarantees of future performance, and there are a
number of factors, risks and uncertainties that could cause actual
outcomes to differ materially from results contemplated by such
forward-looking statements. These and other risks, assumptions and
uncertainties are described in our most recent Annual Report on Form
10-K and in other documents that we file or furnish with the Securities
and Exchange Commission, which you are encouraged to read. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. NCR expressly
disclaims any current intention to update publicly any forward-looking
statement after the distribution of this release, whether as a result of
new information, future events, changes in assumptions or otherwise.
Copyright Business Wire 2013