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NCR > SEC Filings for NCR > Form 8-K on 6-Dec-2013All Recent SEC Filings

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Form 8-K for NCR CORP


6-Dec-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On December 5, 2013, NCR Corporation, a Maryland Corporation (the "Company"), issued a press release announcing 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, respectively, 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.

A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

The Notes and the related subsidiary guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No. Description

99.1 Press Release dated December 5, 2013.


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