NCR Corporation Announces Pricing of Senior Notes Offering

  NCR Corporation Announces Pricing of Senior Notes Offering

Business Wire

DULUTH, Ga. -- December 5, 2013

NCR Corporation (NYSE: NCR) (the “Company”) announced today 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% senior notes due 2021 (the “2021 Notes”) and $700 million aggregate
principal amount of 6.375% senior notes due 2023 (the “2023 Notes” and,
together with the 2021 Notes, the “Notes”) at a price of 100.000% of the
principal amount of each series of Notes, which resulted in gross proceeds of
$1,100 million.

The offering is expected to close on December 19, 2013, subject to customary
closing conditions.

NCR Escrow Corp. will initially deposit the net proceeds from the offering
into a segregated escrow account. The Company intends to use the net proceeds
from the offering, together with cash, incremental term loans and additional
borrowings under the Company’s revolving credit facility, to finance the
previously announced acquisition of Digital Insight Corporation (“Digital
Insight”) through a merger with Fandango Holdings Corporation, the parent of
Digital Insight (the “Acquisition”). At the time of the closing of the
Acquisition, (1) NCR Escrow Corp. will merge with and into the Company, with
the Company continuing as the surviving corporation, (2) the Company will
assume all of NCR Escrow Corp.’s obligations under the Notes and the related
indentures (the “Assumption”) and (3) subject to the satisfaction of certain
other conditions, the net proceeds from the offering will be released from the
escrow account to the Company. If the Acquisition is not consummated, NCR
Escrow Corp. will be required to redeem each series of Notes at a redemption
price equal to 100% of the principal amount of such series of Notes, plus
accrued and unpaid interest to, but excluding, the redemption date.

Prior to the Assumption, the Notes will not be guaranteed by the Company or
any of its subsidiaries. Following the Assumption, the Notes will be senior
unsecured obligations of the Company and will be guaranteed by NCR
International Inc., a Delaware corporation, and Radiant Systems, Inc., a
Georgia corporation.

The Notes and the related subsidiary guarantees will be offered in the United
States to qualified institutional buyers pursuant to Rule144A under the
Securities Act of 1933, as amended (the “Securities Act”), and outside the
United States pursuant to Regulation S under the Securities Act. The Notes and
the related subsidiary guarantees have not been registered under the
Securities Act and may not be offered or sold in the United States without
registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of Notes in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.

About NCR Corporation

NCR Corporation (NYSE: NCR) is the global leader in consumer transaction
technologies, turning everyday interactions with businesses into exceptional
experiences. With its software, hardware, and portfolio of services, NCR
enables more than 450 million transactions daily across the retail, financial,
travel, hospitality, telecom and technology industries. NCR solutions run the
everyday transactions that make your life easier.

NCR is headquartered in Duluth, Georgia with over 26,000 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 news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements use words such as “seek,” “potential,” “expect,” “strive,”
“continue,” “continuously,” “accelerate,” “anticipate,” “outlook,” “intend,”
“plan,” “target,” “believe,” “estimate,” “forecast,” “pursue” and other
similar expressions or future or conditional verbs such as “will,” “should,”
“would” and “could.” They include statements as to NCR’s anticipated or
expected results; future financial performance; projections of revenue, profit
growth and other financial items; the use of proceeds from the offering of the
Notes; NCR’s plans for the business of Digital Insight Corporation; discussion
of other strategic initiatives and related actions; comments about future
market or industry performance or behaviors; and beliefs, expectations,
intentions, and strategies, among other things. Forward-looking statements are
based on management’s current beliefs, expectations and assumptions and
involve a number of known and unknown risks and uncertainties, many of which
are outside of our control. Forward-looking statements are not guarantees of
future performance, and there are a number of factors, risks and uncertainties
that could cause actual outcomes to differ materially from results
contemplated by such forward-looking statements. These and other risks,
assumptions and uncertainties are described in our most recent Annual Report
on Form 10-K and in other documents that we file or furnish with the
Securities and Exchange Commission, which you are encouraged to read. You are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date they are made. NCR expressly disclaims any
current intention to update publicly any forward-looking statement after the
distribution of this release, whether as a result of new information, future
events, changes in assumptions or otherwise.

Contact:

Media Contact
NCR Public Relations
Jeff Dudash, 919-435-6976
jeff.dudash@ncr.com
or
Investor Contact
NCR Investor Relations
Tracy Krumme, 212-589-8569
tracy.krumme@ncr.com
 
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