NCR Voyix Corporation (NYSE: VYX) (“NCR Voyix” or the “Company”)
announced today the extension of its previously announced tender
offers to purchase up to $1,177,079,565 aggregate purchase price,
excluding accrued and unpaid interest, of the Company’s 5.250%
Senior Notes due 2030 (CUSIP Nos. 62886EAZ1 and U62886AM5), 5.125%
Senior Notes due 2029 (CUSIP Nos. 62886EBA5 and U62886AN3), and
5.000% Senior Notes due 2028 (CUSIP Nos. 62886EAY4 and U62886AL7)
(collectively, the “Notes”), subject to prioritized acceptance
levels and proration. The tender offers, previously scheduled to
expire at 5:00 p.m., New York City time, on September 24, 2024,
will be extended to 5:00 p.m., New York City time, on September 26,
2024, and thereafter on a daily basis (such date and time, the
“Expiration Date”) until certain conditions are satisfied or
waived, including the closing of the previously announced sale of
the Company’s Digital Banking segment (the “Digital Banking Sale”).
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 previously announced, as of 5:00 p.m., New York City time, on
September 9, 2024 (such date and time, the “Early Tender Date”),
the tender offers were oversubscribed, and no additional Notes
tendered after the Early Tender Date will be accepted for purchase.
Additionally, as previously announced, Notes purchased will be
subject to proration. Withdrawal rights for the Notes expired at
5:00 p.m., New York City time, on the Early Tender Date. Payment
for the Notes that were 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, subject to the
satisfaction of the M&A Condition (as defined below).
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 the tender offers 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.
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/20240924031310/en/
News Media Contact media.relations@ncrvoyix.com
Investor Contact Alan Katz alan.katz@ncrvoyix.com
NCR Voyix (NYSE:VYX)
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