DULUTH, Ga.--(BUSINESS WIRE)--Mar. 13, 2017--
NCR Corporation (NYSE: NCR) (the “Company”) today announced the launch
of a secondary offering of 342,000 shares of its Series A Convertible
Preferred Stock (“Series A Convertible Preferred Stock”). The shares of
Series A Convertible Preferred Stock are being offered solely by certain
existing stockholders of the Company affiliated with The Blackstone
Group L.P. (the “selling stockholders”) and the Company will not receive
any of the proceeds of the offering. The shares of Series A Convertible
Preferred Stock are convertible into shares of common stock of the
Company (“Common Stock”).
In addition, in a privately negotiated transaction, the Company entered
into an agreement with the selling stockholders under which the selling
stockholders will convert a portion of their remaining shares of Series
A Convertible Preferred Stock into approximately 3 million shares of
Common Stock and sell those shares of Common Stock to the Company at a
purchase price per share equal to $48.47 (the closing price of the
Common Stock on the New York Stock Exchange on March 10, 2017). The
obligation for the Company to consummate the stock repurchase is
conditioned upon the closing of the public offering.
In connection with these transactions, the Company agreed to waive the
previously disclosed transfer restrictions applicable to the selling
stockholders to permit the sales of the Series A Convertible Preferred
Stock and Common Stock described above. In addition, the selling
stockholders agreed to extend the transfer restrictions applicable to
their remaining Series A Convertible Preferred Stock until December 1,
2017.
J.P. Morgan Securities LLC and BofA Merrill Lynch are acting as joint
book-running managers for the offering. The offering will be made only
by means of a prospectus supplement and an accompanying prospectus.
Copies of the preliminary prospectus supplement and accompanying
prospectus related to the offering may be obtained, when available, from
both:
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155
Long Island Avenue
Edgewater, NY 11717
Telephone: 866-803-9204
BofA Merrill Lynch
NC1-004-03-43
200 North College Street, 3rd
floor
Charlotte, NC 28255-0001
Attn: Prospectus Department
Email:
dg.prospectus_requests@baml.com
The registration statement relating to the offering of these securities
has been filed with the U.S. Securities and Exchange Commission (the
“SEC”) and automatically became effective. A copy of the registration
statement (including the prospectus) relating to this offering can be
accessed free of charge through EDGAR on the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus in that registration
statement, the prospectus supplement and other documents the Company has
filed with the SEC for more complete information about the Company and
this offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in omni-channel solutions,
turning everyday interactions with businesses into exceptional
experiences. With its software, hardware, and portfolio of services, NCR
enables more than 550 million transactions daily across retail,
financial, travel, hospitality, telecom and technology, and small
business. NCR solutions run the everyday transactions that make your
life easier.
NCR is headquartered in Duluth, Georgia with over 32,000 employees and
does business in 180 countries. NCR is a trademark of NCR Corporation in
the United States and other countries.
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking
statements use words such as “expect,” “anticipate,” “outlook,”
“intend,” “plan,” “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, and
statements that do not relate to historical or current fact, are
examples of forward-looking statements. Forward-looking statements are
based on our 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 those factors relating to:
domestic and global economic and credit conditions including, in
particular, those resulting from uncertainty in the Chinese economy,
economic sanctions against Russia, the determination by Britain to exit
the European Union and further potential changes in Eurozone
participation, the potential for changes to global or regional trade
agreements or the imposition of protectionist trade policies, and the
imposition of import or export tariffs or border adjustments; the impact
of our indebtedness and its terms on our financial and operating
activities; the impact of the terms of our strategic relationship with
Blackstone and our Series A Convertible Preferred Stock; the
transformation of our business model and our ability to sell
higher-margin software and services; the possibility of disruptions in
or problems with our data center hosting facilities; cybersecurity risks
and compliance with data privacy and protection requirements; foreign
currency fluctuations; our ability to successfully introduce new
solutions and compete in the information technology industry; our
ability to improve execution in our sales and services organizations;
defects or errors in our products; manufacturing disruptions;
collectability difficulties in subcontracting relationships in Emerging
Industries; the historical seasonality of our sales; the availability
and success of acquisitions, divestitures and alliances, including the
divestiture of our Interactive Printer Solutions business; our pension
strategy and underfunded pension obligation; the success of our
restructuring plans and cost reduction initiatives; tax rates; 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; and uncertainties with regard to
regulations, lawsuits, claims and other matters across various
jurisdictions. Additional information concerning these and other factors
can be found in the Company’s filings with the U.S. Securities and
Exchange Commission, including the Company’s most recent annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and other documents that we file or furnish with the U.S. Securities
and Exchange Commission. Any forward-looking statement speaks only as of
the date on which it is made. The Company 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170313005517/en/
Source: NCR Corporation
NCR Corporation
Scott Sykes, 212-589-8428
scott.sykes@ncr.com
or
Investor
Relations:
Michael Nelson, 678-808-6995
michael.nelson@ncr.com