News

NCR will finance Digital Insight buy with senior notes offering

December 11, 2013

Following the announcement last week that it would buy online and mobile banking solutions provider Digital Insight for $1.65 billion, NCR Corp. announced that it would issue a senior notes offering to help fund the acquisition.

On Friday, NCR revealed the pricing of an offering by NCR Escrow Corp. — a newly formed Delaware corporation and wholly owned subsidiary of the company — of $400 million aggregate principal amount of 5.875 percent senior notes due 2021 and $700 million aggregate principal amount of 6.375 percent senior notes due 2023 at a price of 100 percent of the principal amount of each series of notes, which resulted in gross proceeds of $1,100 million.

A news release from NCR said that the notes will be offered to qualified institutional buyers in the U.S. and abroad, pursuant to Securities Act regulations. The offering is expected to close on Dec. 19.

The company intends to use the net proceeds from the offering, together with cash, incremental term loans and additional borrowings under its revolving credit facility, to finance the acquisition of Digital Insight through a merger with Fandango Holdings Corp., the parent of Digital Insight.

Upon closing of the acquisition, NCR Escrow Corp. will merge with NCR, which will assume all of NCR Escrow Corp.'s obligations under the notes and related indentures. If the acquisition is not completed, NCR Escrow Corp. will redeem the notes at a redemption price equal to 100 percent of the principal amount, plus accrued and unpaid interest.

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