Cases & Deals

Heather Lennox, Dan Moss, Jasper Berkenbosch, and Nick Morin

Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 days

Client(s) Diebold Nixdorf, Incorporated

In the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.

Diebold is a leading global financial and retail technology company that sells, manufactures, services, and installs self-service transaction systems (such as ATMs), point-of-sale terminals, physical security products, and software for global financial, retail, and commercial markets. Through the chapter 11 cases and the Dutch Scheme, Diebold successfully restructured over $2.7 billion in funded debt and completed its cross-border, court-supervised restructuring in 71 days. In the chapter 11 cases, the Debtors obtained a $1.25 billion debtor-in-possession term loan facility which converted to a $1.25 billion exit term loan facility (the "Exit Facility") upon emergence from the court-supervised restructuring proceedings. The proceeds of the Exit Facility were used to, among other things, fund ongoing working capital needs and expenditures of Diebold and its subsidiaries and for other general corporate purposes.

On July 13, 2023, the Bankruptcy Court entered an order confirming the Debtor’s chapter 11 plan of reorganization. The chapter 11 plan provides for a debt-to-equity swap that deleverages the U.S. Debtors' capital structure. On August 2, 2023, the Dutch Court entered an order that sanctioned the WHOA Plan. Similar to the chapter 11 plan, the WHOA Plan delevered the Dutch Issuer and affiliate guarantors based in Europe. On August 11, 2023, the Debtors emerged from their chapter 11 and Dutch Scheme proceedings, and the effective date under the chapter 11 plan and the WHOA Plan occurred.

As a result of the concurrent chapter 11 and Dutch Scheme proceedings and related chapter 15 proceeding, Diebold effectuated a comprehensive restructuring of its balance sheet and obtained a worldwide stay and discharge of its funded debt obligations.