NCR CORP false 0000070866 0000070866 2019-12-15 2019-12-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2019

NCR CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		001-00395		31-0387920
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

864 Spring Street NW

Atlanta, GA 30308

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (937) 445-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NCR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01.

Other Events.

On November 14, 2019, NCR Corporation (the “Company”) directed U.S. Bank National Association, as trustee (the “Trustee”) under the indenture, dated December 19, 2013, among the Company, NCR International, Inc. (the “Guarantor”) and the Trustee, as amended by the first supplemental indenture, dated as of January 10, 2014 (collectively, the “Indenture”), to issue a notice of full redemption to redeem all of the $400,000,000 outstanding aggregate principal amount of the Company’s 5.875% senior notes due 2021 (the “Notes”).

The Notes were redeemed on December 15, 2019 (the “Redemption Date”), at a price equal to (i) 100.000% of the aggregate principal amount of the Notes and (ii) accrued and unpaid interest from June 15, 2019 (the last regular interest payment date) to, but not including, the Redemption Date, of $11,750,000. Accordingly, the total redemption payment was $411,750,000. Pursuant to the provisions of the Indenture, the Company deposited the redemption payment for the Notes with the Trustee on December 13, 2019, the last business day immediately prior to the Redemption Date.

Upon deposit of the redemption payment, the Indenture was satisfied and discharged in accordance with its terms. As a result of the satisfaction and discharge of the Indenture, the Company and the Guarantor have been released from their obligations with respect to the Indenture and the Notes, except with respect to those provisions of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.

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.

Date: December 23, 2019