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Debt
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
DEBT DEBT
Outstanding debt balances were as follows:
December 31,
20202019
Notes payable – current
Uncommitted lines of credit$0.2 $5.0 
Term Loan A-1 Facility— 16.3 
Term Loan B Facility - USD4.8 4.8 
Term Loan B Facility - Euro5.1 4.7 
Other0.6 1.7 
$10.7 $32.5 
Long-term debt
Revolving credit facility$60.1 $— 
2022 Term Loan A Facility— 370.3 
Term Loan A-1 Facility— 602.6 
Term Loan B Facility - USD385.7 404.0 
Term Loan B Facility - Euro412.1 395.1 
2024 Senior Notes400.0 400.0 
2025 Senior Secured Notes - USD700.0 — 
2025 Senior Secured Notes - EUR429.5 — 
Other3.1 1.3 
2,390.5 2,173.3 
Long-term deferred financing fees(54.8)(64.6)
$2,335.7 $2,108.7 

As of December 31, 2020, the Company had various international, short-term uncommitted lines of credit with borrowing limits of $41.3. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of December 31, 2020 and 2019 was 7.61 percent and 9.03 percent, respectively. Short-term uncommitted lines mature in less than one year. The amount available under the short-term uncommitted lines at December 31, 2020 was $41.1.
The cash flows related to debt borrowings and repayments were as follows:
December 31,
20202019
Revolving credit facility borrowings$765.2 $743.5 
Revolving credit facility repayments$(705.1)$(868.5)
Proceeds from 2025 Senior Secured Notes - USD$693.2 $— 
Proceeds from 2025 Senior Secured Notes - EUR394.6 — 
Proceeds from 2022 Term Loan A Facility under Credit Agreement— 374.3 
International short-term uncommitted lines of credit borrowings20.0 23.5 
Other debt borrowings$1,107.8 $397.8 
Payments on Term Loan A Facility under the Credit Agreement$(370.3)$(126.3)
Payments on Delayed Draw Term Loan A Facility under the Credit Agreement— (160.5)
Payments on Term Loan A-1 Facility under the Credit Agreement(618.9)(23.0)
Payments on Term Loan B Facility - USD under the Credit Agreement(18.2)(9.2)
Payments on Term Loan B Facility - Euro under the Credit Agreement(17.7)(8.8)
Payments on 2022 Term Loan A Facility under Credit Agreement— (4.0)
International short-term uncommitted lines of credit and other repayments(24.8)(43.9)
Other debt repayments$(1,049.9)$(375.7)

The Company had a revolving and term loan credit agreement (the Credit Agreement), with a revolving credit facility of up to $369.0 (the Revolving Facility) as of December 31, 2020. The weighted-average interest rate on outstanding Revolving Facility borrowings as of December 31, 2020 and December 31, 2019 was 4.75 percent and 6.01 percent, respectively, which is variable based on LIBOR. The amount available under the Revolving Facility as of December 31, 2020 was $283.1, after excluding $25.8 in letters of credit.

On May 9, 2017, the Company entered into an incremental amendment to its Credit Agreement (the Incremental Amendment) which reduced the initial term loan B facility (the Term Loan B Facility) of a $1,000.0 USD-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 effective date of the Incremental Amendment, 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.

On August 7, 2019, the Company entered into a seventh amendment (the Seventh Amendment) to its Credit Agreement. The Seventh Amendment amends and extends certain of the Term A Loans, Revolving Credit Commitments and Revolving Credit Loans (Revolving Credit Facility) maturing on December 23, 2020 (collectively, the 2020 Facilities), to April 30, 2022, to be effected by an exchange of 2020 Term A Loans and 2020 Revolving Credit Facility for 2022 Term A Loans and 2022 Revolving Credit Facility, respectively.
On February 27, 2020 the Company entered into the eighth amendment (the Eighth Amendment) to its Credit Agreement. The Eighth Amendment provided additional flexibility to refinance debt, including permitting the Company to raise different types of secured and unsecured debt as well as the option to tender for secured debt on favorable terms ahead of the maturity dates.

On July 20, 2020, the Company entered into the ninth amendment to the Credit Agreement (the Ninth Amendment). The Ninth Amendment amended the Credit Agreement to, among other things, extend the maturity of $330.0 of revolving credit commitments from April 30, 2022 to July 20, 2023 and amend the financial covenants in the Credit Agreement in connection with the extension of such maturities and, effective as of the date of the Ninth Amendment, the Company terminated its other revolving credit commitments under the Revolving Facility other than approximately $39.0 of revolving credit commitments that still mature April 30, 2022.

On November 6, 2020, the Company entered into the tenth amendment to the Credit Agreement to amend the definition of “Interest Coverage Ratio” for certain time periods and Covenant Reset Triggers (as defined in the Credit Agreement). The Interest Coverage Ratio calculation now excludes specific make-whole premiums, write-offs and expenses paid by the Company in relation to the Term A Loans and Term A-1 Loans.

The interest rates with respect to the 2022 and 2023 Revolving Credit Facility 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 Credit Facility, 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 December 31, 2020 were as follows:

a maximum allowable total net debt to adjusted EBITDA leverage ratio of 6.25 to 1.00 as of December 31, 2020 (reducing to 6.00 on June 30, 2021, 5.75 on December 31, 2021, 5.50 on September 30, 2022, and 5.25 on December 31, 2022); and
a minimum adjusted EBITDA to net interest expense coverage ratio of not less than 1.50 to 1.00 (increasing to 1.63 on December 31, 2021 and on 1.75 December 31, 2022 and thereafter).

As of December 31, 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 and guarantors under the Credit Agreement, subject to certain exceptions and permitted liens.

On July 20, 2020, Diebold Nixdorf, Incorporated issued $700.0 aggregate principal amount of 9.375 percent Senior Secured Notes due 2025 (the 2025 Senior Secured Notes - USD) and its wholly-owned subsidiary, Diebold Nixdorf Dutch Holding B.V., issued €350.0 aggregate principal amount of 9.0 percent Senior Secured Notes due 2025 (the 2025 Senior Secured Notes - EUR and, together with the 2025 Senior Secured Notes - USD, the 2025 Senior Secured Notes) in private offerings exempt from registration under the Securities Act of 1933. The 2025 Senior Secured Notes - USD were issued at a price of 99.031 percent of their principal amount, and the 2025 Senior Secured Notes - EUR were issued at a price of 99.511 percent of their principal amount.

The 2025 Senior Secured Notes are or will be, as applicable, guaranteed on a senior secured basis by (i) all of Diebold Nixdorf, Incorporated’s existing and future direct and indirect U.S. subsidiaries that guarantee the obligations under the Credit Agreement and (ii) all of Diebold Nixdorf, Incorporated’s existing and future direct and indirect U.S. subsidiaries (other than securitization subsidiaries, immaterial subsidiaries and certain other subsidiaries) that guarantee any of the Diebold Nixdorf Dutch Holding B.V.’s or Diebold Nixdorf, Incorporated’s or its subsidiary guarantors’ indebtedness for borrowed money (collectively, the U.S. subsidiary guarantors). Additionally, the 2025 Senior Secured Notes - USD and the 2025 Senior Secured Notes - EUR are guaranteed on a senior secured basis by Diebold Nixdorf Dutch Holdings B.V. and Diebold Nixdorf, Incorporated, respectively. The 2025 Senior Secured Notes are secured by first-priority liens on substantially all of the tangible and intangible assets of Diebold Nixdorf, Incorporated, Diebold Nixdorf Dutch Holding B.V. and the U.S. subsidiary guarantors, in each case subject to permitted liens and certain exceptions. The first-priority liens on the collateral securing the 2025 Senior Secured Notes - USD and the related guarantees and the 2025 Senior Secured Notes - EUR and the related guarantees are shared ratably among the 2025 Senior Secured Notes and the obligations under the Credit Agreement.

The net proceeds from the offerings of the 2025 Senior Secured Notes, along with cash on hand, were used to repay a portion of the amounts outstanding under the Credit Agreement, including all amounts outstanding under the Term Loan A Facility and Term Loan A-1 Facility and $193.8 of revolving credit loans, including all of the revolving credit loans due in December 2020, and for the payment of all related fees and expenses which are categorized as Debt repayment costs on the consolidated statements of cash flows.
The Company has $400.0 aggregate principal amount of 8.5% Senior Notes due in 2024 (the 2024 Senior Notes). The 2024 Senior Notes were issued by Diebold Nixdorf, Incorporated and are guaranteed on a senior secured basis by the U.S. subsidiary guarantors and Diebold Nixdorf Dutch Holding B.V., and mature in April 2024.

The Company incurred $26.4 and $12.6 of fees in the years ended December 31, 2020 and 2019, respectively, related to the Credit Agreement, which are amortized as a component of interest expense over the terms.

Below is a summary of financing and replacement facilities information:
Financing and Replacement FacilitiesInterest Rate
Index and Margin
Maturity/Termination DatesInitial Term (Years)
Credit Agreement facilities
2022 Revolving Credit Facility(i)
LIBOR + 4.25%April 20223.2
2023 Revolving Credit Facility(ii)
LIBOR + 4.25%July 20233
Term Loan B Facility - USD(i)
LIBOR + 2.75%November 20237.5
Term Loan B Facility - Euro(iii)
EURIBOR + 3.00%November 20237.5
2024 Senior Notes8.5%April 20248
2025 Senior Secured Notes - USD9.375%July 20255
2025 Senior Secured Notes - EUR9.0%July 20255
(i)LIBOR with a floor of 0.0 percent
(ii)LIBOR with a floor of 0.5%
(iii)EURIBOR with a floor of 0.0 percent

Maturities of long-term debt as of December 31, 2020 are as follows:
Maturities of
Long-Term Debt
2021$10.7 
202210.7 
2023848.8 
2024400.7 
20251,130.3 
$2,401.2 

Interest expense on the Company’s debt instruments for the years ended December 31, 2020, 2019 and 2018 was $269.7, $173.2 and $127.1, respectively. The Company’s financing agreements contain various restrictive financial covenants, including net debt to EBITDA and net interest coverage ratios, along with certain negative covenants that, among other things, limit dividends, acquisitions and the use of proceeds from divestitures. As of December 31, 2020, the Company was in compliance with the financial covenants in its debt agreements.