[8-K] Unisys Corporation Reports Material Event

Rhea-AI Filing Summary

Unisys (NYSE:UIS) closed a $700 million issuance of 10.625% senior secured notes due 2031, fully guaranteed by key subsidiaries and collateralized by substantially all assets.

The notes pay semi-annual interest starting 15 Jan 2026 and feature make-whole, equity-funded and step-down call options plus a mandatory 101% change-of-control put. Proceeds coincide with an extension of the $125 million ABL revolver to June 2030 (expandable to $155 million) and relaxation of foreign-pledge limits.

The indenture adds high-yield style covenants restricting additional debt, dividends, liens and asset sales. Annual cash interest rises by roughly $74 million, but maturity is pushed beyond 2028, bolstering liquidity.

Positive

• Secured $700 million long-term financing, pushing major debt maturity to 2031 and enhancing near-term liquidity.
• Extended $125 million ABL facility by nearly three years to June 2030, with capacity to increase to $155 million.

Negative

• New debt carries a 10.625% coupon, adding approximately $74 million in annual cash interest expense.
• Issuance increases secured leverage and imposes restrictive covenants that limit dividends, additional debt, and certain investments.

Insights

Financial Analyst

TL;DR Adds liquidity but expensive; neutral net impact.

The $700 million raise lengthens Unisys’ maturity ladder and pairs with a revolver extension, smoothing near-term funding risk. However, the 10.625% coupon lifts annual interest by ~US$74 million, likely offsetting operating cash gains unless growth accelerates. Covenants restrict dividends and incremental leverage, preserving creditor protection but limiting equity optionality. Management now has a secured liquidity runway to 2030; investors should watch deployment of proceeds and compliance headroom. Overall, the structure is balanced—liquidity up, leverage and cost also up.

Credit Risk Analyst

TL;DR High-cost secured debt raises leverage risk.

Secured issuance atop existing liabilities pushes UIS further down the capital stack and subordinates non-guarantor creditors. The 10.625% coupon signals limited market appetite, and liens on almost all assets tighten collateral coverage for future financings. While the ABL maturity shift is constructive, the amended intercreditor terms favor noteholders, potentially crowding out unsecured recovery. Covenants are broad but typical; any EBITDA softness could test ratio baskets quickly. On balance, cost and structure tilt negative for credit quality.

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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

FAQ

How much debt did Unisys (UIS) issue on 27 Jun 2025?

Unisys issued $700 million aggregate principal of 10.625% senior secured notes due 2031.

What is the interest rate and payment schedule for UIS's new notes?

The notes bear 10.625% fixed interest, payable semi-annually on 15 Jan and 15 Jul, beginning 15 Jan 2026.

When can Unisys redeem the 2031 notes?

Optional redemption before 15 Jan 2028 requires a make-whole premium; after that date, step-down call prices apply, reaching par in 2030.

How did the ABL revolving credit facility change?

The ABL maturity was extended from Oct 2027 to Jun 2030; the commitment remains $125 million with an uncommitted accordion to $155 million.

What events trigger a mandatory repurchase of the notes?

A change of control obligates Unisys to repurchase at 101% of principal; certain asset sales require a par tender offer with proceeds.