Ncr Atleos CorporationNYSE: NATL

Fitch Maintains NCR Atleos' 'BB-?' Ratings on Positive Watch

· Issued by Ncr Atleos Corporation

Fitch Ratings has maintained NCR Atleos Corporation's (NCR Atleos) 'BB-?' Long-Term Issuer Default Rating (IDRs) on Rating Watch Positive (RWP) following The Brink's Company's (BCO; BB+/Stable) pending acquisition of the company, which is expected to close by 1Q27.

Fitch has also maintained the 'BB+' rating with a Recovery Rating of 'RR2' on its first lien revolver, term loans and senior secured notes on RWP.

The RWP reflects Fitch's view that BCO has stronger credit qualities than NCR Atleos and should improve its business and financial risk profile post-acquisition, supported by its solid position in transit operations, digital, and managed solutions. Fitch expects to resolve the Rating Watch at closing or if the transaction does not proceed as expected.

NCR Atleos' ratings reflect improving credit metrics, with reported EBITDA expected to grow in the high single digits in 2026. While long-term secular risks remain as cash usage declines globally, NCR Atleos should continue generating meaningful cash over the medium term.

Key Rating Drivers

Acquisition by BCO: Fitch views BCO's announced acquisition of NCR Atleos as a credit positive given BCO's stronger credit profile. BCO has been strategically focused on growing its Digital Retail Solutions and ATM Managed Services (AMS) business segments, which are complemented by its established network of cash-in-transit services. NCR Atleos is a global provider of ATM software and outsourced managed services and operates an independent ATM network and ATM manufacturing business. The transaction could add significant scale for BCO in the AMS segment, furthering BCO's vertical integration and potential to enhance its value proposition via a suite of offerings.

Solid Position in ATM Services: NCR Atleos' credit profile benefits from its leadership position in ATM manufacturing and ownership of one of the largest U.S. ATM networks (Allpoint). NCR Atleos is one of two market leaders in ATMs shipped globally and has the leading share position for ATM installs in more than 30 countries. The ATM hardware market is concentrated, with three manufacturers comprising the majority of units shipped globally.

ATM networks are more fragmented, but NCR Atleos holds a solid position with roughly 590,000 ATMs managed globally versus an estimated market size of roughly 3.0 million ATMs operated worldwide. This includes many regions in which NCR Atleos does not operate.

Secular Challenges: Fitch believes ATM sales and network volumes could be pressured over the long term as consumers use less cash. However, increased bank outsourcing could somewhat offset this. Consumers have shifted further away from cash since the pandemic, particularly in certain markets like the U.S. where NCR Atleos generates meaningful revenue. Fitch believes demand for cash and ATMs will have a long tail and NCR Atleos, as a market leader in hardware sales and an independent network operator, will continue to derive material profitability from the business.

Shift to Service Model: NCR Atleos is shifting to an ATM-as-a-service (ATMaaS) model, managing banks' ATM technology with no upfront cost in exchange for a monthly subscription. Management expects higher lifetime customer value - more than 2x revenue and EBITDA per customer versus the prior model - and EBITDA margin rising from the high teens into the mid-20% range over time. Fitch believes sustained margin expansion may be challenging given the business's hardware exposure.

Regional Diversification: NCR Atleos' IDR benefits from global diversification, with only 47% of its revenue coming from the U.S. in the nine months ended June 30, 2026, and the remaining portion spread across other countries. Cash usage varies globally, and NCR Atleos' worldwide presence functions somewhat as an offset to the long-term secular shift away from paper-based cash. It also has a global manufacturing footprint but manufactures the largest portion of its ATMs in India.

Manageable Leverage: On a standalone basis before considering the BCO acquisition, EBITDA leverage is near 3.5x as of June 2026. Fitch expects leverage to continue trending lower amid secular headwinds to cash usage. However, Fitch believes the pending BCO deal could potentially lead to all of NCR Atleos' debt being repaid. If the deal were terminated for any reason, leverage would remain a key rating factor.

Stable FCF Profile: NCR Atleos should continue to generate positive FCF in the future, and Fitch projects FCF margins in the mid- to high single digits as a percentage of revenue over the ratings horizon, which benefits its IDR and supports its leverage profile. Despite long-term secular risks, the business should be reasonably stable in the near to medium term. Global cash usage remains significant in terms of volumes and varies by country. Furthermore, with banks expected to continue closing branches, consumers will increasingly rely on ATMs as their touchpoint for when physical cash or check deposits are needed.

Peer Analysis

NCR Atleos' ratings are supported by its market position across its business, its relatively stable business, regional diversification, expectation of positive FCF generation, and manageable leverage for the IDR. Secular challenges inherent in the company's key end market are also a key rating consideration that limits the rating. Fitch considers the company relative to other services and hardware companies in the technology and business services industries.

Diebold Nixdorf, Inc. (BB-/Stable), NCR Atleos' closest peer, has a comparable scale and market position. Euronet Worldwide, Inc. (BBB/Stable) is similar in scale but is more diversified, with historically much lower EBITDA leverage, stronger coverage and a long record of conservative balance sheet management.

Fitch rates numerous hardware companies much larger than NCR Atleos as investment grade, including Motorola Solutions, Inc. (BBB/Stable), HP Inc. (BBB+/Stable) and Dell Technologies Inc. (BBB+/Stable), among others. However, these companies benefit from much larger scale, greater diversification, better end markets and more attractive FCF/leverage characteristics.

Fitch's Key Rating-Case Assumptions

Organic revenue growth in the low to mid-single-digit range in the next few years;

EBITDA margins improve to 19% to 20%, with modest expansion supported by its planned business model shift to ATMaaS;

Capital expenditure near 3% to 4% of revenue;

Excess cash flow used for repayment of debt or share buybacks;

SOFR expected in the high 3% area through the forecast.

Corporate Rating Tool Inputs and Scores

Fitch scored the issuer as follows, using our Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP):

Business and financial profile factors (assessment, relative importance): management ('bbb', Lower), sector characteristics ('bb+', Moderate), market and competitive positioning ('bb+', Moderate), diversification and asset quality ('bb', Higher), company operational characteristics ('bb-?'?, Moderate), profitability ('a-?'?, Lower), financial structure ('bb+', Moderate), and financial flexibility ('b+', Higher).

The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027.

The governance assessment of 'good' has no impact.

The operating environment assessment of 'a+' has no impact.

The SCP is 'bb-?'?.

To derive the Long-Term IDR:

Fitch made no adjustments to the SCP, resulting in an IDR of 'BB-?'?.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade

EBITDA leverage sustained at or above 4.0x;

Revenue growth deteriorates and is expected to be pressured over a multi-year period;

Deterioration in key fundamentals including EBITDA margins or FCF generation.

Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade

Fitch could upgrade NCR Atleos' ratings to a level equalized with BCO (BB+/Stable) upon closing of the acquisition.

If the acquisition is terminated, the following are factors that could lead to positive rating action/upgrade:

EBITDA leverage sustained at or below 3.5x;

Revenue growth projected to be sustained in the mid-single-digit percentage range or higher over time;

Improving EBITDA interest coverage metrics.

Liquidity and Debt Structure

NCR Atleos has sufficient liquidity to support its operations and growth plans in the next few years. Liquidity is supported by the following as of June 2026: $433 million of cash and equivalents, $335 million of capacity on its $600 million senior secured revolver, and positive FCF generation that Fitch projects could be more than $200 million annually through the forecast.

The company's debt includes a mix of floating rate and fixed securities, with all its debt being issued to finance its 2023 separation into a newly public company. As of June 2026, outstanding debt includes (i) $1.24 billion of senior secured term loan borrowings, (ii) $1.35 billion of senior secured notes (9.5% fixed), and (iii) a $600 million senior secured revolver.

NCR Atleos also has a trade receivables facility which allows the company to sell certain receivables on a revolving basis via wholly owned, bankruptcy remote subsidiaries. The trade receivables facility provides for capacity of up to $200 million at any time. There is some maturity risk as its revolver expires in 2028 and most of the company's debt, including its term loan and senior secured notes, mature in 2029.

Issuer Profile

NCR Atleos is one of the global leaders in ATM hardware sales and among the largest ATM network operators globally. It was spun off from NCR Corporation (now NCR Voyix Corporation) in 2023 and has ATM roots dating back to the 1980s.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Click here to access Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in our credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included.

Climate Vulnerability Signals

The results of our Climate.VS screener did not indicate an elevated risk for NCR Atleos Corporation.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

RATING ACTIONS

Entity / Debt

Rating Type

Rating

Rating Action

Recovery

Prior

NCR Atleos Corporation

LT IDR

BB-

Rating Watch Maintained

BB-

senior secured

LT

BB+

Rating Watch Maintained

RR2

BB+

Page

of 1

VIEW ADDITIONAL RATING DETAILS

Additional information is available on www.fitchratings.com

PARTICIPATION STATUS

The rated entity (and/or its agents) or, in the case of structured finance, one or more of the transaction parties participated in the rating process except that the following issuer(s), if any, did not participate in the rating process, or provide additional information, beyond the issuer's available public disclosure.

APPLICABLE CRITERIA

Corporates Recovery Ratings and Instrument Ratings Criteria (pub. 03 Aug 2024) (including rating assumption sensitivity)

Corporate Rating Criteria (pub. 10 Jan 2026) (including rating assumption sensitivity)

Sector Navigators - Addendum to the Corporate Rating Criteria (pub. 10 Jan 2026)

APPLICABLE MODELS

Numbers in parentheses accompanying applicable model(s) contain hyperlinks to criteria providing description of model(s).

Corporate Monitoring & Forecasting Model (COMFORT Model), v8.2.0 (1)

ADDITIONAL DISCLOSURES

Solicitation Status

Endorsement Policy

ENDORSEMENT STATUS

NCR Atleos Corporation 	EU Endorsed, UK Endorsed

DISCLAIMER & DISCLOSURES

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Solicitation Status

The ratings above were solicited and assigned or maintained by Fitch at the request of the rated entity/issuer or a related third party. Any exceptions follow below.

Fitch's solicitation status policy can be found at www.fitchratings.com/ethics.

Endorsement Policy

Fitch's international credit ratings produced outside the EU or the UK, as the case may be, are endorsed for use by regulated entities within the EU or the UK, respectively, for regulatory purposes, pursuant to the terms of the EU Regulation or the UK Regulation, as the case may be. Fitch's approach to endorsement in the EU and the UK can be found on Fitch's Regulatory Affairs page on Fitch's website. The endorsement status of international credit ratings is provided within the entity summary page for each rated entity and in the transaction detail pages for structured finance transactions on the Fitch website. These disclosures are updated on a daily basis.

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