UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 8.01 | Other Events. |
Diebold Nixdorf, Incorporated (the “Company”) is filing its unaudited pro forma condensed consolidated financial information (the “Pro Forma Financial Information”) for the nine months ended September 30, 2023 and for the fiscal year ended December 31, 2022, as set forth in Exhibit 99.1 to this report and presented in accordance with Article 11 of Regulation S-X. The purpose of this Current Report on Form 8-K is to, among other things, file the Pro Forma Financial Information set forth in Item 9.01 below, and to allow such financial information to be incorporated by reference hereafter into a future registration statement to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Pro Forma Financial Information is derived from the Company’s unaudited condensed consolidated financial statements for the nine months ended September 30, 2023 and audited condensed consolidated financial statements for the fiscal year ended December 31, 2022, and gives effect to (i) the consummation of the (a) Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Diebold Holding Company, LLC and its Debtor Affiliates as revised July 7, 2023 (the “U.S. Plan”), as confirmed by the U.S. Bankruptcy Court for the Southern District of Texas on July 13, 2023 and (b) Netherlands WHOA Plan of Diebold Nixdorf Dutch Holding B.V. and the Dutch Scheme Companies (the “WHOA Plan”), as sanctioned by the District Court of Amsterdam on August 2, 2023, each of which became effective on August 11, 2023 (the “Effective Date”), and (ii) the Company’s application of fresh start accounting in accordance with accounting principles generally accepted in the United States of America with respect to entities that have emerged from restructuring proceedings, as if such consummation and application had occurred on January 1, 2022. Exhibit 99.1 is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The following Pro Forma Financial Information, giving effect to the U.S. Plan and WHOA Plan and application of fresh start accounting on the Effective Date, is attached as Exhibit 99.1 hereto and incorporated herein by reference:
| • | Pro forma unaudited condensed consolidated statement of operations for the nine months ended September 30, 2023 |
| • | Pro forma unaudited condensed consolidated statement of operations for the year ended December 31, 2022 |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information for Diebold Nixdorf, Incorporated | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Diebold Nixdorf, Incorporated | ||||||
| Date: November 9, 2023 | By: | /s/ Elizabeth C. Radigan | ||||
| Elizabeth C. Radigan | ||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||