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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 27, 2025

 

UNISYS CORPORATION

(Exact name of registrant as specified in charter)

 

 

Delaware	1-8729	38-0387840
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

 

801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422

(Address of principal executive offices)

 

(215) 986-4011

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	UIS	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 27, 2025, Unisys Corporation (“Unisys” or the “Company”) completed its previously announced offer and sale of $700.0 million aggregate principal amount of 10.625% senior secured notes due 2031 (the “Notes”).

 

The Notes are fully and unconditionally guaranteed on a senior secured basis by Unisys Holding Corporation, Unisys AP Investment Company I and Unisys NPL, Inc., each a Delaware corporation that is directly or indirectly wholly owned by Unisys (the “Subsidiary Guarantors”).

 

The Notes and the guarantees rank equally in right of payment with all of the existing and future senior debt of Unisys and the Subsidiary Guarantors and senior in right of payment to any future subordinated debt of Unisys and the Subsidiary Guarantors. The Notes and the guarantees are structurally subordinated to all existing and future liabilities (including preferred stock, trade payables and pension liabilities) of the subsidiaries of Unisys that are not Subsidiary Guarantors. The Notes and the guarantees are secured by liens on substantially all assets of Unisys and the Subsidiary Guarantors, other than certain excluded assets (the “Collateral”). The liens securing the Notes on certain ABL collateral are subordinated to the liens on ABL collateral in favor of the ABL secured parties, subject to certain limitations and permitted liens. See “Amendment to Amended and Restated ABL Credit Facility” below.

 

Indenture

 

The Notes were issued pursuant to an indenture, dated as of June 27, 2025 (the “Indenture”), among Unisys, the Subsidiary Guarantors and Computershare Trust Company, N.A. as Trustee (in such capacity, the “Trustee”) and Collateral Trustee (in such capacity, the “Collateral Trustee”), which includes a form of Note.

 

The Notes will pay interest semiannually on January 15 and July 15, commencing on January 15, 2026, at an annual rate of 10.625%, and will mature on January 15, 2031, unless earlier repurchased or redeemed.

 

Unisys may, at its option, redeem some or all of the Notes at any time on or after January 15, 2028 at a redemption price determined in accordance with the redemption schedule set forth in the Indenture, plus accrued and unpaid interest, if any.

 

Prior to January 15, 2028, Unisys may, at its option, redeem some or all of the Notes at any time, at a price equal to 100% of the principal amount of the Notes redeemed plus a “make-whole” premium, plus accrued and unpaid interest, if any. Unisys may also redeem, at its option, up to 40% of the Notes at any time prior to January 15, 2028, using the proceeds of certain equity offerings at a redemption price of 110.625% of the principal amount thereof, plus accrued and unpaid interest, if any. On or after January 15, 2028, Unisys may, on any one or more occasions, redeem all or a part of the Notes at specified redemption premiums, declining to par for any redemptions on or after January 15, 2030. Prior to January 15, 2028, Unisys may redeem up to 10% of the aggregate principal amount of the Notes during each calendar year, commencing in 2025, at a purchase price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any.

 

The Indenture contains covenants that limit the ability of Unisys and its restricted subsidiaries to, among other things: (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem its capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make certain prepayments in respect of pension obligations; (v) issue certain preferred stock or similar equity securities; (vi) make loans and investments (including investments by Unisys and Subsidiary Guarantors in subsidiaries that are not guarantors); (vii) sell assets; (viii) create or incur liens; (ix) enter into transactions with affiliates; (x) enter into agreements restricting its subsidiaries’ ability to pay dividends; and (xi) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to several important limitations and exceptions.

 

If Unisys experiences certain kinds of changes of control (as defined in the Indenture), it must offer to purchase the Notes at 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any. In addition, if Unisys sells assets under certain circumstances it must apply the proceeds towards an offer to repurchase Notes at a price equal to par plus accrued and unpaid interest, if any.

 

 

The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

 

Amended and Restated Security Agreement

 

In connection with the issuance of the Notes, Unisys, the Subsidiary Guarantors and the Collateral Trustee, entered into an Amended and Restated Security Agreement (the “A&R Security Agreement”) that, among other things, creates a security interest in the Collateral for the benefit of the holders of the Notes.

 

Amended and Restated Collateral Trust Agreement

 

In connection with the issuance of the Notes, Unisys, the Subsidiary Guarantors, the Trustee and the Collateral Trustee also entered into an Amended and Restated Collateral Trust Agreement (the “A&R Collateral Trust Agreement”) that sets forth the terms upon which the Collateral Trustee receives, holds, administers, maintains, enforces and distributes the proceeds of the Collateral held by the Collateral Trustee in trust for the benefit of the present and future holders of the Notes and certain other secured obligations.

 

Amendment to Amended and Restated ABL Credit Facility

 

Contemporaneously with the issuance of the Notes, Unisys, the Subsidiary Guarantors, lenders from time to time party thereto (“Lenders”) and Bank of America, N.A., as administrative agent on behalf of the Lenders (“Administrative Agent”), entered into an amendment of the Company’s secured revolving credit facility (the “Amendment”) that provided for consent to the Notes and the terms of the Indenture, extended the maturity date of the secured revolving credit facility from October 2027 to June 2030 and modified certain other terms and covenants. The secured revolving credit facility continues to provide for loans and letters of credit up to an aggregate amount of $125.0 million (with an initial limit on letters of credit of $40.0 million), with an uncommitted accordion feature allowing for the aggregate amount available to be increased to $155.0 million.

 

Amendment to ABL Intercreditor Agreement

 

In connection with the issuance of the Notes, Unisys, the Subsidiary Guarantors, the Collateral Trustee and the Administrative Agent also entered into an amendment of the ABL Intercreditor Agreement (the “Intercreditor Agreement Amendment”) to remove the limitation on foreign pledges of capital stock in excess of 65% by amending the definition of “Excluded Assets”.

 

The foregoing descriptions of the Indenture, the A&R Security Agreement, the A&R Collateral Trust Agreement, the Amendment, and the Intercreditor Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 4.1, 10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated herein by reference.

 

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On June 27, 2025, Unisys issued a press release announcing the closing of the Notes offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 and in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by Unisys, whether before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibits are being furnished herewith:

 

Exhibit No.	Description
4.1	Indenture, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc. and Computershare Trust Company, N.A.
10.1	A&R Security Agreement, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc. and Computershare Trust Company, N.A.
10.2	A&R Collateral Trust Agreement, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc. and Computershare Trust Company, N.A.
10.3	Amendment No. 3 to Amended and Restated Credit Agreement, dated June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., and Bank of America, N.A., as administrative agent on behalf of the lenders party thereto.
10.4	First Amendment to ABL Intercreditor Agreement, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., Computershare Trust Company, N.A., as collateral trustee, and Bank of America, N.A., as administrative agent on behalf of the lenders party to the ABL Credit Agreement.
99.1	Press release of Unisys Corporation, dated June 27, 2025, announcing closing of the Notes offering.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	UNISYS CORPORATION
	By:	/s/ Debra McCann
		Debra McCann
		Executive Vice President and Chief Financial Officer
Date: June 27, 2025