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Debt
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
DEBT Debt
Outstanding debt balances were as follows:
September 30, 2022December 31, 2021
Notes payable (maturities between September 30, 2022 and September 30, 2023)
Uncommitted lines of credit$9.2 $1.6 
2023 Revolving Facility300.9 35.9 
2023 Term Loan B Facility - USD4.8 4.8 
2023 Term Loan B Facility - Euro4.0 4.7 
Other0.2 0.3 
$319.1 $47.3 
Short-term deferred financing fees(0.6)(0.2)
$318.5 $47.1 
Debt with maturities subsequent to September 30, 2023; classified as current for the period ended September 30, 2022 (refer to discussion below)
2023 Revolving Facility$— $25.0 
2023 Term Loan B Facility - USD376.8 381.0 
2023 Term Loan B Facility - Euro319.8 375.6 
2024 Senior Notes400.0 400.0 
2025 Senior Secured Notes - USD700.0 700.0 
2025 Senior Secured Notes - EUR341.2 396.4 
Other3.8 4.2 
$2,141.6 $2,282.2 
Deferred financing fees(24.5)(36.6)
$2,117.1 $2,245.6 

Senior and Senior Secured Notes

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 (the Credit Agreement) governing the Company's revolving credit facility (the Revolving Facility) and (ii) all of Diebold Nixdorf, Incorporated’s existing, 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, 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.

The Company also has an outstanding $400.0 aggregate principal amount of 8.5 percent Senior Notes due 2024 (the 2024 Senior Notes). The 2024 Senior Notes were issued by Diebold Nixdorf, Incorporated and are guaranteed by the U.S. subsidiary, and mature in April 2024.

Credit Agreement - Term Loan and Revolving Facilities

On March 11, 2022, the Company entered into the eleventh and most recent amendment to the credit agreement (the Credit Agreement) governing its revolving facility (the Revolving Facility) and the term loan facilities (the Term Loan Facilities) to amend the financial covenants with respect to its "Total Net Leverage Ratio" (as defined in the Credit Agreement). As a result, the Company incurred approximately $1.1 of amendment fees that are classified within Other of the Financing section of the Consolidated Statement of Cash Flows. The fees will be amortized to interest expense over the remaining life of the Agreement. Prior to the eleventh amendment, the Company terminated its 2022 revolving commitments that were scheduled to mature in April 2022.

As of September 30, 2022, the Term Loan Facilities and Revolving Facility 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.

Transaction Support Agreement - 2022 Refinancing

The Company has been in discussions with a group (the “Term Lender Group”) of certain creditors holding primarily term loans (the “Existing Term Loans”) under the Credit Agreement and a group (the “Ad Hoc Group”) of certain creditors holding primarily 2024 Senior Notes and/or 2025 Senior Secured Notes as well as Existing Term Loans concerning potential financing and/or recapitalization transactions involving the Company (the “Transaction Discussions”). As a result of the Transaction Discussions, the Company, the Term Lender Group and the Ad Hoc Group have agreed on the principal terms of a new money financing and recapitalization and exchanges that address certain near-term maturities (the “Transaction”).

Accordingly, the Company, certain of its subsidiaries and members of the Term Lender Group and the Ad Hoc Group (such members collectively, the “Initial Consenting Holders”) have entered into a transaction support agreement (together with all exhibits, annexes and schedules thereto, the “Transaction Support Agreement”), dated October 20, 2022. The Transaction Support Agreement sets forth the terms agreed between the Company and holders of approximately 78.8% of the aggregate principal amount of the Existing Term Loans, approximately 59.3% of the aggregate principal amount of the 2024 Senior Notes, approximately 91.8% of the aggregate principal amount of the 2025 USD Senior Notes and approximately 85.4% of the aggregate principal amount of the 2025 Senior Secured Notes - EUR.

Following execution of the Transaction Support Agreement, additional eligible creditors have executed joinders thereto as permitted by its terms. As a result, the percentage of the Company’s term loans held by holders who are party to the Transaction Support Agreement has increased to approximately 97% as of November 9, 2022, and the percentage of the Company’s 2024 senior notes that are held by holders who are party to the Transaction Support Agreement has increased to approximately 83% as of November 9, 2022.


The Transaction Support Agreement contemplates, among other things, that:

•The Company and certain of its subsidiaries will obtain a new $250 million asset-based credit facility (the “ABL Facility”), which will mature in July 2026, subject to a springing maturity to a date that is 91 days prior to the maturity of certain indebtedness of the Company or its subsidiaries above a certain threshold. The ABL Facility is expected to be provided by, and replace the commitments of, the Company’s existing revolving credit lenders under the Credit Agreement.
•Diebold Nixdorf Holding Germany GmbH (the “German Borrower”), a wholly-owned subsidiary of the Company, will obtain a new $400 million super-senior term loan credit facility (the “Super Senior Facility”), which will mature in July 2025. Certain current participating lenders who have signed the Transaction Support Agreement have provided commitments subject to satisfaction of the conditions specified therein, totaling the full $400 million with respect to the Super Senior Facility. The Super Senior Facility will provide additional liquidity to the German Borrower, the Company and its subsidiaries. A portion of the proceeds of the Super Senior Facility will be applied on the closing date to prepay the Extended Term Loans in an amount equal to 15.0% of the principal amount of the Company's existing term loans (the "Existing Term Loans") that elect to exchange into Extended Term Loans (as defined herein).
•Holders of Existing Term Loans will be offered the opportunity to exchange such Existing Term Loans at par into extended term loans (the “Extended Term Loans”), which will mature in July 2025. As described above, 15.0% of the Extended Term Loans will be prepaid on the closing date. In addition, the Company will be required to prepay the Extended Term Loans on December 31, 2023 in an amount equal to 5.0% of the principal amount of Existing Term Loans exchanged into Extended Term Loans subject to satisfaction of a specified minimum liquidity threshold. If such minimum liquidity threshold is not satisfied on December 31, 2023, such prepayment will instead be required on December 31, 2024 subject to satisfaction of the same condition. Holders of Existing Term Loans who have signed the Transaction Support Agreement by October 27, 2022 (the "Joinder Date") will receive, on the closing date, a transaction premium of 3.0% of Extended Term Loans received in exchange for Existing Term Loans, paid in the form of Extended Term Loans.
•Holders of 2024 Senior Notes will be offered the opportunity to exchange such 2024 Senior Notes (i) at 95.0% of par into new secured notes issued by the Company (the “2L Notes”), which will mature in October 2026, and (ii) into a ratable amount of penny warrants (the “Warrants”) exercisable for common shares in the Company, the total amount of which will represent 19.99% of the outstanding common shares of the Company. The Warrants will be non-detachable and not exercisable until April 2024 subject to certain exceptions. The Company will also solicit consents from holders of the 2024 Senior Notes to amend the 2024 Senior Notes indenture as necessary to, among other things, allow the transactions contemplated by the Transaction Support Agreement (the "Transaction"), remove substantially all negative covenants and mandatory prepayments (to the extent permitted, including under applicable law), and to extend the grace period under the 2024 Senior Notes indenture applicable with respect to defaults in payment of interest to run until the maturity date of the 2024 Senior Notes. Holders of 2024 Senior Notes who have signed the Transaction Support Agreement by the Joinder Date will receive, on the closing date, a transaction premium of 5.0% of the principal amount of such 2024 Senior Notes, paid in the form of 2L Notes.
•The Company will also solicit consents from holders of the 2025 Senior Secured Notes, to amend 2025 Senior Secured Notes indentures and related documentation as necessary to, among other things, allow the Transaction and provide the 2025 Senior Secured Notes with certain covenant, collateral and guarantee enhancements. Holders of 2025 Senior Secured Notes who have signed the Transaction Support Agreement by the Joinder Date will receive, on the closing date, a transaction premium of 3.0% of such 2025 Senior Secured Notes, paid in the form of 2025 Senior Secured Notes.
•The Company will also solicit consents from lenders under the Credit Agreement to amend the Credit Agreement as necessary to, among other things, permit the Transaction, remove substantially all negative covenants and mandatory prepayments, and to direct the Administrative Agent to release the liens on certain collateral securing the Company’s and the existing subsidiary guarantors’ obligations under the Credit Agreement (in each case, to the extent permitted including under applicable law).

Upon fulfillment of closing conditions and consummation of the transactions contemplated by the Transaction Support Agreement, we will have extended our near-term debt maturities and obtained additional liquidity. While the Company believes the transactions contemplated by the Transaction Support Agreement will be consummated, there can be no assurance that such conditions will be satisfied.

Uncommitted Line of Credit

As of September 30, 2022, the Company had various international short-term uncommitted lines of credit with borrowing limits aggregating to $52.9. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of September 30, 2022 and December 31, 2021 was 17.11 percent and 3.24 percent, respectively, and primarily relate to higher interest rate, short-term uncommitted lines of credit in Columbia and Brazil. Short-term uncommitted lines mature in less than one year. The remaining amount available under the short-term uncommitted lines at September 30, 2022 was $43.7.
The cash flows related to debt borrowings and repayments were as follows:
 Nine months ended
September 30
 20222021
Revolving credit facility borrowings$512.0 $468.0 
Revolving credit facility repayments$(272.0)$(280.1)
Other debt borrowings
International short-term uncommitted lines of credit borrowings$12.4 $9.9 
Other debt repayments
Payments on Term Loan B Facility - USD under the Credit Agreement$(4.2)$(3.5)
Payments on Term Loan B Facility - Euro under the Credit Agreement(3.8)(3.5)
International short-term uncommitted lines of credit and other repayments(4.3)(6.6)
$(12.3)$(13.6)

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

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
2023 Revolving Facility(ii, iv)
LIBOR + 4.50%July 20233.0
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%
(ii)LIBOR with a floor of 0.5%
(iii)EURIBOR with a floor of 0.0%
(iv)    The 2023 Revolving Facility margin remains at the LIBOR + 4.25% for a single creditor.

The Company's current debt agreements contain various financial covenants, including net debt to adjusted 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. The Credit Agreement financial ratios are as follows:

•a maximum allowable total net debt to adjusted EBITDA leverage ratio of 6.50 to 1.00 for the quarter ended September 30, 2022 (decreasing to 5.50 for the quarter ending December 31, 2022, and 5.25 for the quarter ending March 31, 2023); and
•a minimum adjusted EBITDA to net interest expense coverage ratio of not less than 1.625 to 1.00 for the quarter ended September 30, 2022 (increasing to 1.75 for the quarter ending December 31, 2022 and thereafter).
As of September 30, 2022, the Company was not in compliance with the net leverage ratio within the Credit Agreement. The Company has obtained a waiver with respect to such covenant with an expiration of December 31, 2022, which waives any failure of the Company to be in compliance with such financial covenant. Prior to expiration of the waiver on December 31, 2022, the Company expects to have consummated the Transaction, at which point it will no longer be subject to the covenants of the Credit Agreement.

Going Concern Assessment and Current Classification of Debt

Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the condensed consolidated financial statements are issued.

The Revolving Facility is due on July 20, 2023 and the Term Loan Facility is due on November 6, 2023, both less than one year from the filing of this Quarterly Report on Form 10-Q. Refinancing the components of our debt arrangements that have near-term maturities, inclusive of the Revolving Facility and Term Loan B Facility, has been a top priority and culminated in the signing of the Transaction Support Agreement. Pursuant to the Transaction Support Agreement, the closing of the Transaction is subject to the satisfaction of certain conditions, including execution and delivery of definitive documentation with respect to the Transaction, receipt of all necessary consents to the consummation of the Transaction, including obtaining certain minimum consent and exchange thresholds under the Credit Agreement and the 2024 Senior Notes indenture and certain consent thresholds under the 2025 Senior Secured Notes indentures, and other customary closing conditions. While the Company believes the transactions contemplated by the Transaction Support Agreement will be consummated, there can be no assurance that such conditions will be satisfied.

Albeit unlikely, if the Company is unable to consummate the Transaction prior to December 31, 2022 or future reporting periods, and is also unable to obtain a waiver extension with respect to the net leverage ratio covenant under the Credit Agreement, certain debt could become due and immediately payable (absent additional waivers), for which sufficient cash would not be available. As such, all debt has been classified as a current liability as of September 30, 2022, and is presented within the notes payable caption of the condensed consolidated balance sheet.
As a result of the closing conditions of the Transaction Support Agreement, and as disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, substantial doubt exists regarding our ability to continue as a going concern. The Company expects the Transaction will be consummated and substantial doubt will be alleviated prior to December 31, 2022. The condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.