DULUTH, Ga.–(BUSINESS WIRE)–NCR Corporation (NYSE: NCR) today appear that it has entered into an acceding with Blackstone (NYSE: BX), beneath which Blackstone is accepted an aboriginal absolution from its alcove to advertise a allocation of its backing to acquiesce it to compensate its investment, while at the aforementioned time extending the alcove aeon on the of that investment. The transaction, which will access NCR’s planned 2017 allotment repurchases, is accepted to bear bulk to NCR stockholders and added optimize the Company’s basic structure.
“Given that Blackstone’s lock-up aeon for its abiding convertible adopted shares is set to expire in aboriginal June, and as our accepted banal is aing the binding 2018 about-face bulk of $54 for those adopted shares, we afresh affianced with Blackstone on options for their investment,” said NCR Chairman and CEO Bill Nuti. “In a win-win solution, we accept agreed to accommodate Blackstone with an aboriginal absolution to advertise 49% of its holdings, or about 14.4 actor shares on an as adapted basis.” As allotment of the transaction, Blackstone will catechumen 90,000 of their convertible adopted shares into about 3 actor shares of accepted stock, and NCR will repurchase those shares as allotment of its advancing acknowledgment programs. Nuti added, “This transaction is added accretive to our stockholders than added accessible bazaar purchases, eliminates the advancing allotment costs on the adopted shares, is accretive to EPS, and reduces our banking leverage.”
“We are admiring to abide to accomplice with NCR and are actually committed to the advancing success of the company. After this transaction, we will abide to own aing to our aboriginal advance bulk in the company, at over $720 million,” said Greg Blank, Managing Director, Clandestine Equity, at Blackstone. “Given the able affiliation amid Blackstone and NCR, Blackstone is extending the alcove on our absolute 51% pale by addition six months to December 1, 2017, and we will abide to accept two seats on the NCR Lath of Directors.”
Updating Guidance; EPS Effect
The Aggregation is accretion abounding year non-GAAP EPS advice by $0.02 due to the accretive attributes of the transaction to $3.27 to $3.37, up from antecedent advice of $3.25 to $3.35. The abounding year GAAP EPS is accepted to be lower by about $0.10 and the aboriginal division GAAP EPS is accepted to be lower by about $0.50 due to the ancient non-cash accounting appulse of the accretion of the adopted shares. The Aggregation does not apprehend this change to appulse its aboriginal division non-GAAP EPS guidance, which is reaffirmed. Excluded from the abounding year and aboriginal division GAAP EPS advice is the abeyant ancient accounting appulse associated with the modification to the lock-up period. Therefore, the Aggregation believes that a adaptation of non-GAAP EPS to its best anon commensurable GAAP banking measure, GAAP EPS, is not allusive or accessible after absurd effort. All added antecedent advice is reaffirmed.
Allotment Repurchase Programs
NCR has repurchased about 4.4 actor shares of its accepted banal for about $204 actor appropriately far in 2017 beneath its ahead appear accustomed allotment repurchase programs. As allotment of this transaction, NCR affairs to access its planned 2017 allotment repurchases to about $350 actor from the antecedent $300 million.
Additionally, on March 12, 2017, the Company’s lath of admiral accustomed a new $300 actor allotment repurchase affairs to accomplish its 2016 program, beneath which no availability will abide afterward the repurchase of shares from Blackstone. The timing and bulk of any repurchases beneath the new affairs will depend aloft bazaar conditions. Repurchases beneath the new affairs may be fabricated from time to time in the accessible market, clandestine transactions, accelerated banal repurchase programs, issuer self-tenders or otherwise, and may be discontinued at any time.
This absolution contains advanced statements. Advanced statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “could” and words of agnate meaning. Statements that call or chronicle to NCR’s plans, goals, intentions, strategies or banking outlook, and statements that do not chronicle to absolute or accepted fact, including the cleanup of the accepted allotment repurchase declared herein, are examples of advanced statements. The advanced statements in this absolution accommodate statements about NCR’s banking advice for 2017 (including the area advantaged “Updating Guidance; EPS Effect”). Advanced statements are based on our accepted beliefs, expectations and assumptions, which may not prove to be accurate, and absorb a cardinal of accepted and alien risks and uncertainties, abounding of which are out of NCR’s control. Advanced statements are not guarantees of approaching performance, and there are a cardinal of important factors that could account absolute outcomes and after-effects to alter materially from the after-effects advised by such advanced statements, including difficulties or delays in, or the disability to, aing the allotment repurchase declared herein, those factors apropos to: calm and all-around bread-and-er and acclaim altitude including, in particular, those consistent from ambiguity in the Chinese economy, bread-and-er sanctions adjoin Russia, the assurance by Britain to avenue the European Union and added abeyant changes in Eurozone participation, the abeyant for changes to all-around or bounded barter agreements or the artifice of protectionist barter policies, and the artifice of acceptation or consign tariffs or bound adjustments; the appulse of our acknowledgment and its agreement on our banking and operating activities; the appulse of the agreement of our cardinal accord with Blackstone and our Series A Convertible Adopted Stock; the transformation of our business archetypal and our adeptness to advertise higher-margin software and services; the achievability of disruptions in or problems with our abstracts centermost hosting facilities; cybersecurity risks and acquiescence with abstracts aloofness and aegis requirements; adopted bill fluctuations; our adeptness to auspiciously acquaint new solutions and attempt in the advice technology industry; our adeptness to advance beheading in our sales and casework organizations; defects or errors in our products; accomplishment disruptions; collectability difficulties in subcontracting relationships in Emerging Industries; the absolute seasonality of our sales; the availability and success of acquisitions, divestitures and alliances, including the denial of our Interactive Printer Solutions business; our alimony action and underfunded alimony obligation; the success of our restructuring affairs and amount abridgement initiatives; tax rates; assurance on third affair suppliers; development and aegis of bookish property; workforce about-face and the adeptness to allure and absorb accomplished employees; ecology exposures from our absolute and advancing accomplishment activities; and uncertainties with attention to regulations, lawsuits, claims and added affairs beyond assorted jurisdictions. Additional advice apropos these and added factors can be begin in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s best contempo anniversary address on Form 10-K, annual letters on Form 10-Q, accepted letters on Form 8-K and added abstracts that we book or accouter with the U.S. Securities and Exchange Commission. Any advanced account speaks alone as of the date on which it is made. The Aggregation does not undertake any obligation to about amend or alter any advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.
About NCR Corporation
NCR Corporation (NYSE: NCR) is the all-around baton in omni-channel solutions, axis accustomed interactions with businesses into aberrant experiences. With its software, hardware, and portfolio of services, NCR enables about 550 actor affairs circadian beyond the financial, retail, hospitality, travel, telecom and technology industries. NCR solutions run the accustomed affairs that accomplish your activity easier. NCR is headquartered in Duluth, Georgia with over 32,000 advisers and does business in 180 countries. NCR is a brand of NCR Corporation in the United States and added countries. NCR encourages investors to appointment its web armpit which is adapted consistently with banking and added important advice about NCR.
Web site: www.ncr.com
Non-GAAP Banking Measures
While NCR letters its after-effects in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, in this absolution NCR additionally uses the non-GAAP measures listed and declared below.
Adulterated EPS (non-GAAP). NCR’s adulterated balance per allotment (non-GAAP) is bent by excluding alimony mark-to-market adjustments, alimony settlements, alimony curtailments and alimony appropriate abortion allowances and added appropriate items, including acquittal of accretion accompanying intangibles, from NCR’s GAAP balance per share.
Due to the non-operational attributes of these alimony and added appropriate items, NCR’s administration uses this non-GAAP admeasurement to appraise year-over-year operating performance. NCR additionally uses adulterated EPS (non-GAAP) to administer and actuate the capability of its business managers and as a base for allurement compensation. NCR believes this admeasurement is advantageous for investors because it provides a added complete compassionate of NCR’s basal operational performance, as able-bodied as bendability and allegory with NCR’s accomplished letters of banking results.
NCR’s definitions and calculations of these non-GAAP measures may alter from similarly-titled measures appear by added companies and cannot, therefore, be compared with similarly-titled measures of added companies. These non-GAAP measures should not be advised as substitutes for, or above to, after-effects bent in accordance with GAAP.
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