Atlas Advisors Advised NCR on its Strategic Partnership with Blackstone Including $820 Million Equity Investment to Accelerate NCR’s Transformation

DULUTH, Ga.–Nov. 12, 2015–NCR Corporation (NYSE: NCR) today announced that it has entered into an agreement with Blackstone (NYSE: BX), one of the world’s leading investment and advisory firms, under which affiliates of Blackstone will invest $820 million in NCR in the form of perpetual convertible preferred shares. The Company expects its relationship with Blackstone to accelerate NCR’s ongoing strategic transformation into an integrated software and services company. NCR will use the Blackstone investment to help fund a repurchase through a self-tender of up to $1 billion of its common stock.

“After concluding a comprehensive review of strategic alternatives, the NCR Board has determined that executing our strategic plan with Blackstone’s assistance is the best way to accelerate NCR’s transformation and build long-term shareholder value,” said NCR Chairman and CEO Bill Nuti. “Blackstone is an experienced technology investor with a long-term perspective that can help us continue to drive our higher-margin software-related revenue, deliver world-class service globally, optimize our manufacturing processes and supply chain, and rationalize costs. This investment is a strong vote of confidence in our long-term strategy and future growth potential, and it will enable NCR to return significant cash to those shareholders who want to monetize their investment in the near term while preserving our ability to fund growth opportunities and increase shareholder value in the years ahead.”

In connection with the investment, NCR will expand its Board of Directors from 9 to 11 directors and appoint Chinh Chu, Senior Managing Director, and Greg Blank, Managing Director, of Blackstone to the NCR Board upon the closing of the transaction, which is expected to occur by early December.

Mr. Nuti continued, “We are delighted to welcome Chinh and Greg to our Board. Blackstone has a well-deserved reputation as a strong corporate partner, and we expect the Board will benefit from Chinh’s and Greg’s strategic and financial expertise. NCR will enjoy the full resources of Blackstone’s unique platform of operational support and is well positioned to leverage Blackstone’s global network as we look to expand our partnership network and evaluate new growth opportunities.”

“NCR has made tremendous progress removing legacy barriers to growth and executing a corporate transformation focused on extending its product capabilities into new areas of software and services. NCR is well positioned to continue to win market share and deliver exceptional value to its customers,” said Chinh Chu, Senior Managing Director, Private Equity, at Blackstone.

“We are pleased to partner with NCR at such a pivotal time and believe it has the right strategy and vision to meet the needs of a rapidly changing market,” said Greg Blank, Managing Director, Private Equity, at Blackstone. “Chinh and I look forward to working with the NCR Board and management team to increase value for all shareholders.”

Accelerating NCR’s Transformation and Supporting Growth

Blackstone is an experienced investor with proven technological and operational expertise, and the strategic relationship
will provide significant resources to enable NCR to:

Grow recurring revenue through software development and services initiatives and a continued transition to cloud-based

Improve services productivity and customer satisfaction through a continuing shift to innovative, higher-margin, value-added service offerings

Expand margins through lean manufacturing, product lifecycle management and procurement processes

Optimize hardware and supply chain assets

Preserve financial flexibility to drive sustainable growth going forward.

NCR’s shareholders will be able to participate, along with Blackstone, in the Company’s significant growth opportunities in the rapidly expanding market for integrated solutions.

Share Repurchase

NCR intends to repurchase up to $1 billion of its common shares through a modified “Dutch Auction” tender offer at an expected price range between $26.00 and $29.50 per share expected to commence November 13, 2015. The Company will fund the tender offer with the proceeds of the Blackstone investment, cash on hand and borrowings from its revolving facilities. Further details, including the terms and conditions of the tender offer, will be filed with the Securities and Exchange Commission.

Blackstone Investment Terms

Blackstone will purchase $820 million of convertible perpetual preferred stock, which is convertible into shares of NCR common stock at a conversion price of $30.00 per share.

The conversion price represents an 18% premium to the 30-day volume-weighted average price ended November 11, 2015.

The preferred stock carries a 5.5% dividend, which will be payable in kind for the first four years following issuance.

On an as-converted basis, the preferred stock will represent approximately 17% of NCR’s shares outstanding after giving effect to the Blackstone investment and share repurchase (assuming the tender offer is fully subscribed at the midpoint of the price range).

Blackstone may convert the preferred into common at any time and may require NCR to repurchase the preferred after 8-1/2 years and every 3 years thereafter. The preferred will be mandatorily convertible into common if the stock price exceeds certain thresholds.

Additional information regarding the investment will be included in a Form 8K to be filed today by the Company with the Securities and Exchange Commission.

“This long-term equity investment is an attractive security that will benefit our company and shareholders alike,” said NCR CFO Bob Fishman. “The strategic partnership with Blackstone, which supports our long-term strategy, enables us to repurchase a significant amount of our common stock in the short term, while the terms of the investment preserve our balance sheet flexibility.”

J.P. Morgan, Atlas Strategic Advisors and BofA Merrill Lynch are acting as placement agents and financial advisors to NCR, and Cravath, Swaine & Moore LLP is serving as NCR’s legal advisor in the transaction.

Citi, Goldman, Sachs & Co., and RBC Capital Markets LLC are financial advisors to Blackstone, and Kirkland & Ellis LLP is Blackstone’s legal advisor in the transaction.


Atlas Advisors is the marketing name for Atlas Advisors, LLC and Atlas Strategic Advisors, LLC. Atlas Strategic Advisors, LLC provides financial advisory services in connection with mergers, acquisitions and other similar transactions. Atlas Strategic Advisors, LLC is a wholly owned subsidiary of Atlas Advisors, LLC and a member of the FINRA.

None of the information contained in this release constitutes a recommendation, solicitation or offer by Atlas Strategic Advisors, LLC or its affiliates to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service.