Debt

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

DEBT

Debt

Outstanding debt balances were as follows:

	June 30, 2020		December 31, 2019
Notes payable
Uncommitted lines of credit	$	7.6	$	5.0
Revolving Facility	68.8		—
Term Loan A-1 Facility	16.3		16.3
Term Loan B Facility - USD	4.8		4.8
Term Loan B Facility - Euro	4.6		4.7
Other	—		1.7
	$	102.1	$	32.5
Long-term debt
Revolving Facility	$	317.1	$	—
2022 Term Loan A Facility	358.1		370.3
Term Loan A-1 Facility	574.1		602.6
Term Loan B Facility - USD	388.1		404.0
Term Loan B Facility - Euro	378.4		395.1
2024 Senior Notes	400.0		400.0
Other	3.6		1.3
	2,419.4		2,173.3
Long-term deferred financing fees	(57.0)		(64.6)
	$	2,362.4	$	2,108.7

As of June 30, 2020, the Company had various international short-term uncommitted lines of credit with borrowing limits of $46.1. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of June 30, 2020 and December 31, 2019 was 6.11 percent and 9.03 percent, respectively, and primarily relate to higher interest rate, short-term uncommitted lines of credit in Turkey and Brazil. Short-term uncommitted lines mature in less than one year. The amount available under the short-term uncommitted lines at June 30, 2020 was $38.5.

The cash flows related to debt borrowings and repayments were as follows:

	Six Months Ended
	June 30,
	2020		2019
Revolving credit facility borrowings	$	461.0	$	536.2
Revolving credit facility repayments	$	(75.1)	$	(546.2)
Other debt borrowings
International short-term uncommitted lines of credit borrowings	$	20.0	$	19.6
Other debt repayments
Payments on 2022 Term Loan A Facility under the Credit Agreement	$	(12.2)	$	—
Payments Term Loan A-1 Facility under the Credit Agreement	(28.6)		(8.1)
Payments on Term Loan B Facility - USD under the Credit Agreement	(15.9)		(2.4)
Payments on Term Loan B Facility - Euro under the Credit Agreement	(15.2)		(2.4)
International short-term uncommitted lines of credit and other repayments	(18.6)		(30.0)
	$	(90.5)	$	(42.9)

As of June 30, 2020, the Company had a revolving and term loan credit agreement (the Credit Agreement), with a revolving facility of up to $412.5 (the Revolving Facility). On December 23, 2020, $68.8 of the Revolving Facility was scheduled to mature. The weighted-average interest rate on outstanding Revolving Facility borrowings as of June 30, 2020 and December 31, 2019 was 4.46 percent and 6.01 percent, respectively, which is variable based on the London Interbank Offered Rate (LIBOR). There was no additional amount available under the Revolving Facility as of June 30, 2020, after excluding $26.6 in letters of credit.

On May 9, 2017, the Company entered into an incremental amendment to its Credit Agreement (the Incremental Agreement) which reduced the initial term loan B facility (the Term Loan B Facility) of a $1,000.0 U.S. dollar-denominated tranche to $475.0. The reduction was funded using the $250.0 proceeds drawn from the Delayed Draw Term Loan A Facility, a replacement of $70.0 with Term Loan B Facility - Euro and previous principal payments.

The Incremental Amendment also renewed the repricing premium of 1.00 percent in relation to the Term Loan B Facility to the date that is six months after the Incremental Effective Date, removed the requirements to prepay the repriced Dollar Term Loan and the repriced Euro Term Loan upon any asset sale or casualty event if the Company is below a total net leverage ratio of 2.5:1.0 on a pro forma basis for such asset sale or casualty event and provides additional restricted payments and investment carveouts in regards to assets acquired with the Acquisition. All other material provisions under the Credit Agreement were unchanged.

On August 30, 2018, the Company entered into a sixth amendment and incremental amendment (the Sixth Amendment) to its Credit Agreement. The Sixth Amendment amended the financial covenants and established a new senior secured incremental term A-1 facility in an aggregate principal amount of $650.0 (Term Loan A-1 Facility) and made certain other changes to the Credit Agreement. Following the execution of the Sixth Amendment, the Company has executed, and has caused certain of its subsidiaries to execute, certain foreign security and guaranty documents for the benefit of the secured parties under the Credit Agreement that provide for guarantees by, and additional security with respect to the equity interests in and the stock of certain foreign subsidiaries.

As of June 30, 2020, the interest rate with respect to the Term Loan A-1 Facility was based on, at the Company’s option, either the alternative base rate (ABR) plus 8.25 percent or a eurocurrency rate plus 9.25 percent. The Term A-1 Facility was scheduled to mature in August 2022, the fourth anniversary of the Sixth Amendment. The Term Loan A-1 Facility was subject to a maximum consolidated net leverage ratio, a minimum consolidated interest coverage ratio and certain covenant reset triggers

(Covenant Reset Triggers) as described in the Sixth Amendment. Upon the occurrence of any Covenant Reset Trigger, the financial covenant levels will automatically revert to previous financial covenant levels in effect prior to the Sixth Amendment.

On August 7, 2019, the Company entered into a seventh amendment (the Seventh Amendment) to its Credit Agreement. The Seventh Amendment amended and extended certain of the Term A Loans, Revolving Credit Commitments and Revolving Credit Loans maturing on December 23, 2020 (collectively, the 2020 Facilities), to April 30, 2022, to be effected by an exchange of 2020 Term A Loans, 2020 Revolving Credit Commitments and 2020 Revolving Credit Loans for 2022 Term A Loans, 2022 Revolving Credit Commitments and 2022 Revolving Credit Loans, respectively.

In connection with the Seventh Amendment, the Company also raised $116.7 of new 2022 Term A Loan financing to fund commitment reduction of the 2020 Revolving Credit Commitments, paydown of the 2020 Revolving Credit Loans and payoff of the remaining 2020 Term A Loans. As a result, as of June 30, 2020, the Company had $317.1 and $68.8 in 2022 and 2020 Revolving Credit Commitments, respectively, as well as $358.1 in outstanding principal amount of 2022 Term A Loan.

The interest rates with respect to the 2022 Facilities are based on, at the Company’s option, adjusted LIBOR or an alternative base rate, in each case plus an applicable margin tied to the Company’s then applicable total net leverage ratio. Such applicable margins range from, for LIBOR-based 2022 Term A Loans, 1.25 percent to 4.75 percent, for LIBOR-based 2022 Revolving Loans, 1.25 percent to 4.25 percent, and for base-rate 2022 Term A Loans and 2022 Revolving Loans, 1.00 percent less than in the case of LIBOR-based loans.

The Credit Agreement financial ratios at June 30, 2020 were as follows:

•a maximum allowable total net debt to adjusted EBITDA leverage ratio of 6.50 to 1.00 as of June 30, 2020 (reducing to 6.25 on December 31, 2020, 6.00 on June 30, 2021, and 5.75 on December 31, 2021); and

•a minimum adjusted EBITDA to net interest expense coverage ratio of not less than 1.38 to 1.00 (increasing to 1.50 on December 31, 2020, and 1.63 on December 31, 2021).

The Company has $400.0 aggregate principal amount of 8.5% Senior Notes due 2024 (the 2024 Senior Notes), which are and will be guaranteed by certain of Diebold Nixdorf, Incorporated’s existing and future subsidiaries and mature in April 2024.

Below is a summary of financing and replacement facilities information:

Financing and Replacement Facilities	Interest Rate Index and Margin	Maturity/Termination Dates	Initial Term (Years)
Credit Agreement facilities
2020 Revolving Facility(i)	LIBOR + 3.50%	December 2020	5
2022 Revolving Facility(i)	LIBOR + 4.25%	April 2022	2.5
2022 Term Loan A Facility(i)	LIBOR + 4.75%	April 2022	2.5
Term Loan A-1 Facility(i)	LIBOR + 9.25%	August 2022	4
Term Loan B Facility - USD(i)	LIBOR + 2.75%	November 2023	7.5
Term Loan B Facility - Euro(ii)	EURIBOR + 3.00%	November 2023	7.5
2024 Senior Notes	8.5%	April 2024	8

⁽ⁱ⁾LIBOR with a floor of 0.0%.

⁽ⁱⁱ⁾EURIBOR with a floor of 0.0%.

As of June 30, 2020, the debt facilities under the Credit Agreement were secured by substantially all assets of Diebold Nixdorf, Incorporated and its domestic subsidiaries that are borrowers or guarantors under the Credit Agreement, subject to certain exceptions and permitted liens.

The Company's financing agreements contain various financial covenants, including net debt to capitalization, net debt to EBITDA and net interest coverage ratio, along with certain negative covenants that, among other things, limit dividends, acquisitions and the use of proceeds from divestitures. As of June 30, 2020, the Company was in compliance with the financial covenants in its debt agreements.