UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02. | Termination of a Material Definitive Agreement. |
On August 20, 2020, NCR Corporation (the “Company”) directed U.S. Bank National Association, as trustee (the “Trustee”) under (i) the indenture, dated September 17, 2012 (the “2022 Notes Indenture”), among the Company, NCR International, Inc. (the “Guarantor”) and the Trustee, to issue a notice of full redemption to redeem all of the $600,000,000 outstanding aggregate principal amount of the Company’s 5.000% senior notes due 2022 (the “2022 Notes”) and (ii) the indenture, dated December 19, 2013 (the “2023 Notes Indenture” and together with the 2022 Notes Indenture, the “Indentures”), among the Company, the Guarantor and the Trustee, to issue a notice of full redemption to redeem all of the $700,000,000 outstanding aggregate principal amount of the Company’s 6.375% senior notes due 2023 (the “2023 Notes” and together with the 2022 Notes, the “Notes”).
The 2022 Notes were redeemed on September 19, 2020 (the “Redemption Date”), at a price equal to (i) 100.000% of the aggregate principal amount of the 2022 Notes and (ii) accrued and unpaid interest to, but not including, the Redemption Date, of $5,333,333.33. Accordingly, the total redemption payment for the 2022 Notes was $605,333,333.33. Pursuant to the provisions of the 2022 Notes Indenture, the Company deposited the redemption payment for the Notes with the Trustee on September 18, 2020, the last business day immediately prior to the Redemption Date.
The 2023 Notes were redeemed on the Redemption Date, at a price equal to (i) 102.125% of the aggregate principal amount of the 2023 Notes and (ii) accrued and unpaid interest to, but not including, the Redemption Date, of $11,652,083.33. Accordingly, the total redemption payment for the 2023 Notes was $726,527,083.33. Pursuant to the provisions of the 2023 Notes Indenture, the Company deposited the redemption payment for the Notes with the Trustee on September 18, 2020, the last business day immediately prior to the Redemption Date.
Upon deposit of the redemption payments, the Indentures were satisfied and discharged in accordance with its terms. As a result of the satisfaction and discharge of the Indentures, the Company and the Guarantor have been released from their obligations with respect to the Indentures and the Notes, except with respect to those provisions of the Indentures that, by their terms, survive the satisfaction and discharge of the Indentures.
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.
| NCR Corporation | ||
| By: | /s/ James M. Bedore | |
| James M. Bedore | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: September 21, 2020