DULUTH, Ga.--(BUSINESS WIRE)--Dec. 4, 2015--
NCR Corporation (NYSE: NCR) today announced that it has closed the
previously announced transaction with Blackstone (NYSE: BX), one of the
world's leading investment firms, pursuant to which affiliates of
Blackstone invested $820 million in NCR in the form of perpetual
convertible preferred shares. In connection with the closing of the
transaction, the NCR board of directors expanded from 9 to 11 directors
and NCR elected two new members to the board, Chinh Chu and Greg Blank.
NCR intends to use the net proceeds from the Blackstone investment,
together with cash on hand and borrowings under NCR’s revolving
facilities, to fund the repurchase of up to $1.0 billion of shares of
NCR common stock pursuant to NCR’s previously announced tender offer. As
a result of the closing of the Blackstone investment, NCR has deemed the
Strategic Investment Condition (as defined in the tender offer
documentation) satisfied. The tender offer, which remains subject to
certain other conditions, is scheduled to expire at 12:00 midnight, New
York City time, on December 11, 2015, unless extended.
Additional information regarding the closing of the investment will be
included in a Current Report on Form 8-K to be filed today by NCR with
the Securities and Exchange Commission.
J.P. Morgan, Atlas Strategic Advisors and BofA Merrill Lynch acted as
placement agents to NCR, and Cravath, Swaine & Moore LLP served as NCR’s
legal advisor, in connection with the transaction.
Citi, Goldman, Sachs & Co. and RBC Capital Markets acted as financial
advisors to Blackstone and Kirkland & Ellis LLP is Blackstone’s legal
advisor in the transaction.
About Blackstone
Blackstone is one of the world’s leading investment firms. It seeks to
create positive economic impact and long-term value for its investors,
the companies it invests in, and the communities in which it works.
Blackstone does this by using extraordinary people and flexible capital
to help companies solve problems. Its asset management businesses, with
over $330 billion in assets under management, include investment
vehicles focused on private equity, real estate, public debt and equity,
non-investment grade credit, real assets and secondary funds, all on a
global basis. Further information is available at www.blackstone.com.
Follow Blackstone on Twitter @Blackstone.
About NCR Corporation
NCR Corporation (NYSE: NCR) is the global leader in consumer transaction
technologies, turning everyday interactions with businesses into
exceptional experiences. With its software, hardware, and portfolio of
services, NCR enables nearly 550 million transactions daily across the
financial, retail, hospitality, travel, telecom and technology
industries. NCR solutions run the everyday transactions that make your
life easier.
NCR is headquartered in Duluth, Georgia with over 30,000 employees and
does business in 180 countries. NCR is a trademark of NCR Corporation in
the United States and other countries. NCR encourages investors to visit
its web site which is updated regularly with financial and other
important information about NCR.
Web site: www.ncr.com
Twitter: @NCRCorporation
Facebook: www.facebook.com/ncrcorp
LinkedIn: http://linkd.in/ncrgroup
YouTube: www.youtube.com/user/ncrcorporation
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking
statements use words such as “expect,” “anticipate,” “outlook,”
“intend,” “believe,” “will,” “should,” “would,” “could” and words of
similar meaning. Statements that describe or relate to NCR’s plans,
goals, intentions, strategies or financial outlook, statements regarding
the investment by Blackstone and statements that do not relate to
historical or current fact, are examples of forward-looking statements.
Forward-looking statements are based on NCR’s current beliefs,
expectations and assumptions, which may not prove to be accurate, and
involve a number of known and unknown risks and uncertainties, many of
which are out of NCR’s control. Forward-looking statements are not
guarantees of future performance, and there are a number of important
factors that could cause actual outcomes and results to differ
materially from the results contemplated by such forward-looking
statements, including factors relating to: the achievement of the
potential benefits of the investment by Blackstone; the price at which
we ultimately determine to purchase shares in the Tender Offer and the
number of shares tendered in the Tender Offer; the price and time at
which we may make any additional share repurchases following completion
of the Tender Offer, the number of shares acquired in such repurchases
and the terms, timing, costs and interest rate on any indebtedness
incurred to fund such repurchases; domestic and global economic and
credit conditions, including, in particular, market conditions and
investment trends in the retail industry, and economic and market
conditions in China and Russia; the impact of our indebtedness and its
terms on our financial and operating activities; our ability to
successfully introduce new solutions and compete in the information
technology industry; the transformation of our business model and our
ability to sell higher-margin software and services; our ability to
improve execution in our sales and services organizations; defects or
errors in our products or problems with our hosting facilities;
manufacturing disruptions; collectability difficulties in subcontracting
relationships in emerging industries; the historical seasonality of our
sales; foreign currency fluctuations; the availability and success of
acquisitions, divestitures and alliances, including the acquisition of
Digital Insight; our pension strategy and underfunded pension
obligation; the success of our ongoing restructuring plan; tax rates;
compliance with data privacy and protection requirements; reliance on
third party suppliers; development and protection of intellectual
property; workforce turnover and the ability to attract and retain
skilled employees; environmental exposures from our historical and
ongoing manufacturing activities; uncertainties with regard to
regulations, lawsuits, claims and other matters across various
jurisdictions; and the other risks and uncertainties described in NCR’s
filings with the Securities and Exchange Commission (the “SEC”),
including under the headings “Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in NCR’s
annual report on Form 10-K for the year ended December 31, 2014 filed
with the SEC on February 27, 2015 and in any of NCR’s subsequently filed
Form 10-Qs. Any forward-looking statement speaks only as of the date on
which it is made. NCR does not undertake any obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Important Information
As previously disclosed, on November 13, 2015, NCR commenced an offer to
purchase for cash up to $1.0 billion of shares of common stock, par
value $0.01 per share, of NCR pursuant to the Offer to Purchase, dated
November 13, 2015 (the “Offer to Purchase”), and the related Letter of
Transmittal. This release is for informational purposes only and does
not constitute an offer to buy or a solicitation of an offer to sell any
securities of NCR. The tender offer by NCR has been made solely by the
Offer to Purchase and related Letter of Transmittal and other related
materials, which NCR has filed with the SEC. Investors are urged
to read these materials, as well as any other relevant documents filed
with the SEC when they become available, carefully and in their entirety
because they contain important information, including the terms and
conditions of the tender offer. NCR has filed each of the documents
referenced in this paragraph with the SEC, and investors may obtain a
free copy of them from the SEC at its website www.sec.gov,
or free of charge from NCR at http://investor.ncr.com
or by directing a request to Gavin Bell, Vice President of Investor
Relations, at 212-589-8468 or gavin.bell@ncr.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151204005876/en/
Source: NCR Corporation
News Media Contact
NCR Corporation
Lou Casale,
212-589-8415
lou.casale@ncr.com
or
Investor
Contact
NCR Corporation
Gavin Bell, 212-589-8468
gavin.bell@ncr.com
