The Firm represented JPMorgan Chase Bank, N.A. and Credit Suisse AG, Cayman Islands Branch in connection with $2.341 billion of committed financing to Diebold, Incorporated (NYSE: DBD) in connection with its announced takeover offer for 100% of the outstanding ordinary shares of Wincor Nixdorf AG, for €38.98 in cash and 0.434 new shares of Diebold per Wincor Nixdorf ordinary share.
The committed financing consists of a $1.591 billion senior secured term loan B facility, a $500 million senior unsecured bridge facility and a $250 million senior secured delayed draw term loan A facility. Additionally the financing documentation includes mechanics for Diebold’s existing revolving facility and term loan facility to be refinanced with a new senior secured revolving facility in an amount up to $520 million and a new senior secured term loan A facility in an amount up to $230 million, respectively.
The transaction will be implemented through a voluntary public tender offer for all shares of Wincor Nixdorf and is subject to certain closing conditions, including, among others, regulatory approvals and a minimum acceptance threshold that corresponds (after deducting treasury shares) to 75% of all current voting stock of Wincor Nixdorf.
Based in North Canton, Ohio, Diebold is a global leader in providing financial self-service delivery, integrated services and software, and security systems, primarily to the financial, commercial, retail and other markets. Wincor Nixdorf, based in Paderborn, Germany, is a provider of information technology services to the financial industry and retailers.
The Simpson Thacher team for the financing includes Patrick Ryan, Dan Kay and Gustavo Silva Cano (Banking and Credit); Art Robinson, Patrick Baron and Erica Lee (Capital Markets); Edward Chung (M&A); David Rubinsky, Alisa Tschorke and Meaghan Krupa (ECEB); Michael Badain (Tax); and Adeeb Fadil and Noreen Lavan (Environmental).