NCR Corporation (NCR) – Odd Lot Tender Offer – $250 upside

Current Price – $27;

Offer Price – $26 – $29.5;

Upside – $250 or 9% (if the upper pricing limit is used);

Expiration date –  11 December 2015;

No proration for odd lot holders;

SEC Filling

 

Summary:

NCR Corporation, a Maryland corporation invites our shareholders to tender shares of our common stock, par value $0.01 per share, pursuant to auction tenders at prices specified by the tendering shareholder of not less than $26.00 and not greater than $29.50 per Share. We are offering to purchase Shares having an aggregate purchase price of up to $1.0 billion.

At the maximum Purchase Price of $29.50 per Share, we could purchase 33,898,305 Shares if the Offer is fully subscribed, which would represent approximately 19.9% of our issued and outstanding common stock as of November 9, 2015. At the minimum Purchase Price of $26.00 per Share, we could purchase 38,461,538 Shares if the Offer is fully subscribed, which would represent approximately 22.6% of our issued and outstanding common stock as of November 9, 2015.

No proration for Odd Lot holders:

If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you validly tender all of these Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and do not validly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure.

 

Source of Funds:

Assuming that the Offer is fully subscribed, the aggregate purchase price for the Shares purchased in the Offer will be $1.0 billion. We expect to fund the purchase of Shares in the Offer and to pay the fees and expenses in connection with the Offer with proceeds from the Strategic Investment, borrowings under our existing revolving credit facilities and available cash. The closing of the transaction contemplated by the Investment Agreement is conditioned upon certain customary closing conditions, including, among others, obtaining clearance under the HSR Act. The Strategic Investment Condition is one of the conditions to the Offer described in Section 7. We do not currently have any alternative financing arrangements or plans that would fund the purchase of Shares in the Offer in the event the proceeds of the Strategic Investment are not available. As of September 30, 2015, NCR had cash and cash equivalents in the amount of $303 million.