SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP

 ONE MANHATTAN WEST

NEW YORK, NY 10001

________________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

June 23, 2023

SUBMISSION VIA EDGAR

 FIRM/AFFILIATE

OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 PALO ALTO

WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

HONG KONG

 LONDON

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 Office of Technology

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Kathleen Collins

Matthew Derby

 Melissa Kindelan

 Mariam Mansaray

Re:
 NCR ATMCo, LLC

Confidential Submission of Draft Registration Statement on Form 10

Submitted May 10, 2023

CIK No. 0001974138

 Ladies and
Gentlemen:

 On behalf of NCR ATMCo, LLC (the “Company” or “NCR ATMCo”), a wholly owned
subsidiary of NCR Corporation (“NCR”), and in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on the
Company’s Draft Registration Statement on Form 10 (the “Draft Registration Statement”) set forth in your comment letter dated June 6, 2023 (the “Comment Letter”), set forth below are the
Company’s responses to the Comment Letter. The Company has revised the Draft Registration Statement and is filing the Registration Statement (“Registration Statement”), including an information statement filed therewith
(“Information Statement”) concurrently herewith, as originally confidentially submitted to the Commission on May 10, 2023.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

June 23, 2023

  Page
 2

 The headings and paragraph numbers in this letter correspond to those contained in the
Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s Division of Corporation Finance Office of Technology comments in italics below. Capitalized terms used but not defined herein have the
meanings given to them in the Registration Statement. All references to page numbers and captions (unless otherwise stated) in our responses correspond to the page numbers and captions in the Information Statement included in the Registration
Statement.

 Draft Registration Statement on Form 10

Summary of the Separation and Distribution

Conditions to the Distribution, page 14

1.
 We note that a condition to the spin-off includes receipt of a tax
opinion indicating that the spin-off will qualify as a tax-free reorganization and distribution. You state that this and other conditions may be waived at your sole
discretion. Please indicate how you will notify shareholders of the waiver of this or any other condition.

Response: We respectfully advise the Staff that as of the date hereof, the NCR Board of Directors does not intend to waive any of the
conditions described in the Registration Statement. In general, NCR does not intend to notify its stockholders of any modifications to the terms of the spin-off, including the waiver of any conditions to the
distribution, that, in the judgment of the NCR Board of Directors, are not material. However, the NCR Board of Directors would likely consider material such matters as significant changes to the distribution ratio, or significant changes to the
assets to be contributed or the liabilities to be assumed in the separation, as well as the waiver of the condition that the NCR Board of Directors receives a tax opinion with respect to the spin-off. To the
extent that the NCR Board of Directors determines that any modification by NCR materially changes the material terms of the spin-off, including through the waiver of a condition to the distribution, NCR has
informed us that it will notify its stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or circulating a supplement to the Information Statement. In response to the Staff’s comment, additional disclosure to the effect set forth in this paragraph has been included on pages 16, 17, 18, 69
and 70 of the Information Statement.

 Summary of Historical and Unaudited Pro Forma Combined Financial Data, page 17

2.
 Please revise to present the comparable GAAP measure of net cash provided by operating activities with equal
or greater prominence to your non-GAAP measure of free cash flow. Refer to Question 102.10(a) of the non-GAAP C&DIs.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that additional disclosure has been
included on pages 21 and 131 of the Information Statement to present the most directly comparable GAAP measure of net cash provided by operating activities with equal or greater prominence to the non-GAAP
measure of adjusted free cash flow.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

June 23, 2023

  Page
 3

 Risk Factors

“Following the Spin-Off, certain of our employees may have actual or potential conflicts of
interest...”, page 53

3.
 Identify the members of your board and management who will continue to hold positions at NCR ATMCo. Discuss
whether your management or the board has implemented any structural protections intended to minimize or protect against conflicts of interest that may arise between the company and NCR. For example, disclose whether directors who owe fiduciary
duties to both the company and NCR will participate in decisions about arrangements between the two companies, and address their obligations to present certain opportunities to each company.

Response: We respectfully advise the Staff that the Company expects that no members of its management or board of directors will serve
as officers or directors of NCR following the spin-off. As such, the Company does not expect conflicts of interest to arise as a result of the Company and NCR having overlapping management or directors.

As described in the Information Statement, certain of the Company’s management and directors will continue to have ownership of NCR shares
and equity awards following the spin-off. In addition, as described in the Information Statement, such management and directors will also receive Company shares or equity awards in the spin-off and the Company expects, following the spin-off, to align the interests of its management and directors with the success of the Company through the use of incentives
and equity compensation designed to compensate individuals based on the success of the Company. Moreover, any such directors and officers of the Company will owe fiduciary duties to the Company and its stockholders (and not NCR) regardless of any
equity such directors and officers may hold in NCR in the event any conflict of interest were to arise.

 We also further respectfully
advise the Staff that the Company has informed us that it anticipates adopting both a Code of Conduct and a Related Person Transaction Policy, which are described in further detail on pages 145 and 172 of the Information Statement.

Lastly, we also respectfully advise the Staff that beyond these structural protections, NCR and the Company will have different business models
and are not expected to be in direct competition.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

June 23, 2023

  Page
 4

 Unaudited Pro Forma Combined Financial Statements

Notes to Unaudited Pro Forma Combined Financial Statements

Autonomous Entity Adjustments, page 84

4.
 Please explain further pro forma adjustment (o). Specifically address whether any of these adjustments are
subject to agreements between the Company and NCR related to the spin (i.e. transition services agreement). Explain how the adjustments not covered by agreements, if any, were determined and how you determined that such charges are Autonomous Entity
Adjustments and not Management Adjustments. Refer to Rule 1102(a)(6) and (a)(7) of Regulation S-X.

Response: The Company respectfully advises the Staff that the charges noted in pro forma adjustment (o) were determined to be
autonomous entity adjustments as defined by Rule 11-02(a)(6) of Regulation S-X because they represent costs with third parties to both facilitate the separation and the
establishment of the Company as an autonomous entity. For example, these costs pertain to costs with vendors, including legal, tax and other advisors, to establish an efficient legal and tax structure, initially design the parameters to facilitate
implementation of necessary systems as a standalone entity and effect the business separation. These amounts are supported by contractual arrangements with vendors and will be incurred prior to or in connection with the separation. Remaining charges
covered by contractual agreements between NCR and NCR ATMCo that will be executed are covered within adjustment (m),(n), and (q) of the pro forma notes section. Charges that are not covered by agreements which reflect either synergies or
dis-synergies from post-separation actions were excluded from the Autonomous Entity Adjustments and are included within the Management Adjustments section in accordance with Rule
11-02(a)(7) of Regulation S-X.

 Management Adjustments, page 85

5.
 Please provide us with a breakdown of your Management Adjustments by type of costs such as those related to
additional headcount, infrastructure costs, etc. To the extent there are various types of costs included in the Management Adjustment line item in your pro forma net income (loss) reconciliation, consider revising to include such costs separately
and ensure that your disclosures address the material assumptions related to such adjustments.

 Response: The
Company respectfully advises the Staff that the Company performed a budget assessment of the resources and associated costs across all major functions by considering the estimated headcount needs and third-party cost estimates to operate fully on a
standalone basis.

 The Company has revised the Management Adjustments disclosure on pages 92, 93 and 94 of the Information Statement to add
a breakdown of each type of costs and provide additional disclosures under Rule 11-02(a)(7)(ii)(D).

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

June 23, 2023

  Page
 5

 Business, page 87

6.
 We note your disclosure on page 109 that LibertyX will permit the company to provide “complete digital
currency solution, including the ability to buy and sell cryptocurrency, conduct cross-border remittance, and accept digital currency payments across digital and physical channels.” Please revise to provide a materially complete description of
the crypto asset products or services that LibertyX provides. In addition, consider the comments in the Sample Letter to Companies Regarding Recent Developments in Crypto Asset Market available at
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets, and to the extent material, provide corresponding disclosure regarding your crypto asset product offerings in an appropriate location in the
registration statement.

 Response: The Company respectfully acknowledges the Staff’s comment and notes
that the LibertyX solutions currently allow the Company to provide end users with the ability to buy Bitcoin and to provide remittance services where the Company leverages Bitcoin to facilitate transactions to send money from the United States to
Brazil. The amount of Bitcoin held at the end of any period, since acquisition, is less than $1 million and is not considered material to the Company. The Company does not hold any Bitcoin in custody for third parties. The Company respectfully
advises the Staff that it has revised the disclosure on page 114 of the Information Statement accordingly. We have also added greater specificity regarding our operations generally by modifying references to cryptocurrency to Bitcoin.

ESG, page 99

7.
 We note your disclosure regarding Environmental, Social and Governance
(“ESG”) initiatives, including that you are “committed to creating positive change that supports an innovative and sustainable future in a responsible way” and that you
identify multiple aspects of your ESG goals. Please revise throughout this section to specifically state the steps you have taken in pursuit of these objectives, related timelines for plans or intentions and related
costs. Please refrain from referring to generalized or promotional language regarding your ESG policies.

Response: We acknowledge the Staff’s comment and respectfully advise the Staff that we have removed the disclosure referenced in
the Staff’s comment from the Information Statement as the Company does not believe it is material to the Company or otherwise required. We further advise the Staff that NCR ATMCo will in the future consider whether its ESG initiatives are
material to its business and financial condition, and to the extent disclosure is required, such disclosure will be specific in nature.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

Key Strategic Financial and Performance Metrics, page 111

8.
 You disclose on page 31 that your future competitive performance and market position depends, in part, on
retaining your existing key customers and adding new customer relationships. Please tell us what retention and/or other customer metrics management uses to monitor your ability to retain and grow your customers and revise to include a quantified
discussion of such measures. Refer to SEC Release No. 33-10751.

Response: The Company acknowledges the Staff’s comment and notes that there are several metrics and processes that the Company uses
to measure the retention of customers, the addition of new business to existing or new customers, and the success of strategic initiatives (e.g. conversion to ATMaaS). The Company currently discloses four metrics that management uses (a quantified
discussion of which appears on pages 23, 118, F-31 and F-63), in addition to other internal operational measures described further below, to monitor its ability to
retain and grow its customer base.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

June 23, 2023

  Page
 6

1.
 Total Units Owned/Managed/Serviced – This metric measures the number of ATMs that the Company
derives revenue from.

2.

ATM-as-a-Service –
 Shifting the Company’s business from a traditional hardware sale to ATM-as-a-Service is a key strategic initiative for
ATMCo. This metric tracks the number of ATM units that ATMCo owns and has under contract as an ATM-as-a-service unit. The Company
tracks this metric to understand the growth in this part of the business as it attracts new customers to ATMCo with this offering as well as convert existing customers.

3.
 Payment transactions – This metric allows the Company to monitor the volumes of transactions that
it derives revenue from across the ATM and Allpoint networks. The Company tracks these metrics by key customers and by geography, as well as in the aggregate.

4.
 Revenue by geographic area – The Company measures its revenue performance against annual plans at a
geographic level which allows it to monitor the health and business in those geographies.

 There are additional internal
operational measures that vary by customer, geography, and product that are also used by management to analyze retention and growth. These would include monitoring the health of the relationship with the customer through annual surveys and written
feedback received, the service levels provided as compared to contractual obligations, and evaluating the penetration of our products and services within a customer portfolio based on products under contract. The Company als