DULUTH, Ga.--(BUSINESS WIRE)--Mar. 13, 2017--
NCR Corporation (NYSE: NCR) (the “Company”) today announced the pricing
of its secondary offering of 342,000 shares of its Series A Convertible
Preferred Stock (“Series A Convertible Preferred Stock”) at a public
offering price of $1,602.99 per share. 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.
and the Company will not receive any proceeds from the offering. The
closing of the offering is expected to occur on March 17, 2017, subject
to customary closing conditions.
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 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
was filed with the U.S. Securities and Exchange Commission (the “SEC”)
and automatically became effective upon filing. The offering of these
securities was made only by means of a prospectus supplement and an
accompanying prospectus forming part of the effective registration
statement. 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, including
the consummation of the public offering and the expected stock
repurchase described herein 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 difficulties or delays in, or the inability to,
close the public offering or the expected stock repurchase described
herein, 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/20170313006462/en/
Source: NCR Corporation
NCR Corporation
News Media Contact:
Scott Sykes,
212-589-8428
scott.sykes@ncr.com
or
Investor
Contact:
Michael Nelson, 678-808-6995
michael.nelson@ncr.com