Sec Form 13D Filing - Capital World Investors filing for DIEBOLD NIXDORF Inc (DBD) - 2023-08-21

Erik A. Vayntrub

Capital World Investors

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

(213) 486-9108

CUSIP No. 253651202

13D

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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

CUSIP No. 253651202

13D

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This statement on Schedule 13D (this “Schedule 13D”) relates to common shares, $0.01 par value per share (the “Common Shares”), of Diebold Nixdorf, Incorporated, a Delaware corporation (the “Issuer”), the principal executive offices of which are located at 50 Executive Parkway, P.O. Box 2520, Hudson, OH 44236.

This Schedule 13D is filed on behalf of Capital World Investors (“CWI” or the “Reporting Person”), a division of Capital Research and Management Company (“CRMC”), a Delaware corporation, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CWI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital World Investors.”

Set forth in the attached Schedule A and incorporated herein by reference is a listing of the information, including name, principal place of business, and citizenship, concerning each investment committee member of the Reporting Person (collectively, the “Covered Persons”). Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.

On June 1, 2023, the Issuer and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the U.S. Bankruptcy Code. On July 13, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the “Plan”). On August 11, 2023 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from Chapter 11. Pursuant to the Plan and the Confirmation Order, the Issuer issued certain Common Shares to investment advisory clients of CWI (the “CWI Clients”) (i) in exchange for debt held by the CWI Clients prior to the filing of the Debtors’ voluntary bankruptcy petition and (ii) in respect of premiums in consideration for commitments with respect to the Debtors’ $1.25 billion debtor-in-possession term loan credit facility.

The information set forth in Item 3 is incorporated herein by reference.

Pursuant to the terms of the Plan, the Reporting Person received the Common Shares as reported in Item 3. These shares were acquired for investment purposes.

On August 11, 2023, the Issuer entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the CWI Clients and certain other investors setting forth the terms by which the Issuer agreed to provide certain registration rights with respect to its securities pursuant to its plan of reorganization. The Registration Rights Agreement is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

The arrangements contemplated by the Registration Rights Agreement are not intended to constitute the formation of a “group” (as defined in Section 13(d)(3) of the Act).

The Reporting Person intends to evaluate on an ongoing basis its investment in the Issuer and its options with respect to such investment. Depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, the Reporting Person may, in its sole discretion, purchase additional Common Shares, or other securities convertible into or exchangeable for Common Shares, and/or other equity, debt, notes, instruments or other securities of the Issuer, dispose of Common Shares or such other securities from time to time in the open market, in privately negotiated transactions or otherwise, and/or otherwise change its intention with respect to any and all matters referred to in this Item 4.

Except as set forth herein, the Reporting Person does not have, as of the date of this filing any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any.

CUSIP No. 253651202

13D

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Except for the CWI Clients which are the direct holders of the Common Shares, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares that may be beneficially owned by the Reporting Person.

Two of the CWI Clients are the direct holders of more than five percent of the Common Shares. American High-Income Trust, a Delaware statutory trust, received 5,798,323 Common Shares pursuant to the Diebold Plan of Reorganization. The Income Fund of America, a Delaware statutory trust, received 4,465,432 Common Shares pursuant to the Diebold Plan of Reorganization.

The responses set forth in Item 4 are incorporated herein by reference.

As described in the Issuer’s Current Report filed with the SEC on August 11, 2023, on the Effective Date, the Issuer entered into the Registration Rights Agreement, pursuant to which the Issuer has agreed to file with the SEC a resale shelf registration statement with respect to the Common Shares owned by the parties thereto. The Registration Rights Agreement also provides for certain demand rights for underwritten offerings and other customary terms, including piggyback registration rights, conditions, and other provisions.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed hereto as Exhibit 99.1 and is incorporated by reference herein.

Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.

Exhibit 99.1 Registration Rights Agreement, dated as of August 11, 2023, among Diebold Nixdorf, Incorporated, the CWI Clients and the other stockholders party thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 11, 2023).

CUSIP No. 253651202

13D

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CAPITAL WORLD INVESTORS

/s/ Erik A. Vayntrub

Senior Vice President and Senior Counsel, Fund Business Management Group, Capital Research and Management Company

August 21, 2023

CUSIP No. 253651202

13D

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