Subsequent Events
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12 Months Ended |
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Dec. 31, 2013
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Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS Acquisition of Digital Insight Corporation On January 10, 2014, the Company completed its acquisition of Digital Insight Corporation, a leader in online and mobile banking solutions for a cash purchase price of approximately $1.65 billion. As a result of the acquisition, Digital Insight became an indirect wholly owned subsidiary of NCR. The transaction will be accounted for as a business combination. The purchase price for Digital Insight was financed using the aggregate principal amount from the December 2013 offering by NCR Escrow Corp. of $400 million aggregate principal amount of 5.875% senior unsecured notes due in 2021 and $700 million aggregate principal amount of 6.375% senior unsecured notes due in 2023, $250 million in incremental term loans drawn at closing under the Company's December 2013 Incremental Facility Agreement and approximately $300 million in additional borrowings made at closing under the revolving portion of the Company's Senior Secured Credit Facility. At the closing of the acquisition of Digital Insight, NCR Escrow Corp. merged with and into the Company, with the Company continuing as the surviving corporation. The Company assumed all of NCR Escrow Corp.'s obligations under the 5.875% and 6.375% Notes and the indentures governing those Notes, and the net proceeds from the offering were released from the escrow account to pay for the Digital Insight acquisition. Following the Digital Insight acquisition, NCR’s total debt balance was $3.92 billion NCR incurred acquisition-related transaction costs of approximately $15 million which consist primarily of investment banking, legal and accounting fees. Approximately $7 million were incurred during the year ended December 31, 2013 and are included in selling, general and administrative expenses and interest expense in the accompanying Consolidated Statements of Operations. These disclosures are based on our preliminary estimates and management is still determining the purchase price allocation. However, the substantial majority of the purchase price is expected to be allocated to goodwill and intangible assets. Additionally, management is still determining the pro forma impact of the Digital Insight acquisition on the 2013 results. Shareholder Derivative Action With respect to the derivative action settlement referenced in Note 10, "Commitments and Contingencies," on February 3, 2014, the court issued an order that preliminarily approved the proposed settlement, approved the form and content of shareholder notices, and scheduled a fairness hearing. |