Item 1.01. Entry in to a Material Definitive Agreement.
On
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
The Notes will be senior unsecured obligations of the Company and will be
guaranteed by
Interest is payable on the Notes semi-annually in arrears at an annual rate of
8.125%, on
At any time and from time to time, prior to
Prior to
On or after
Upon a change of control, as defined in the Indenture, the Company is required to offer to purchase all of the Notes then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the purchase date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The Indenture contains customary events of default, including, among other things, payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The Indenture also contains customary high yield affirmative and negative covenants, including negative covenants that, among other things, limit the Company and its restricted subsidiaries' ability to incur additional indebtedness, create liens on, sell or otherwise dispose of assets, engage in certain fundamental corporate changes or changes to lines of business activities, make certain investments or material acquisitions, engage in sale-leaseback or hedging transactions, repurchase common stock, pay dividends or make similar distributions on capital stock, repay certain indebtedness, engage in certain affiliate transactions and enter into agreements that restrict their ability to create liens, pay dividends or make loan repayments.
The foregoing description of the Indenture does not purport to be a complete statement of the parties' rights and obligations under the Indenture and is qualified in its entirety by reference to the Indenture. The Indenture is filed hereto as Exhibit 4.1. The Indenture is incorporated herein by reference.
The Notes have not been registered under the Securities Act, and may not be
offered or sold in
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are attached with this current report on Form 8-K:
Exhibit No Description 4.1 Indenture relating to the Notes, datedApril 13, 2020 amongNCR Corporation ,NCR International, Inc. andWells Fargo Bank, National Association 4.2 Form of 8.125% Senior Notes due 2025 (included in Exhibit 4.1) . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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