HUDSON, Ohio, Dec. 12, 2022 /PRNewswire/ -- On November 28, 2022, Diebold Nixdorf, Incorporated ("Parent") (NYSE:DBD) announced the commencement of a private exchange offer and consent solicitation (the "Exchange Offer and Consent Solicitation") with respect to the outstanding 8.50% Senior Notes due 2024 issued by Parent (144A CUSIP: 253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7) (the "2024 Senior Notes"), which includes (i) a private offer to Eligible Holders (as defined below) to exchange any and all 2024 Senior Notes for units (the "Units") consisting of (1) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued by Parent (the "New Notes") and (2) warrants (the "New Warrants" and, together with the Units and the New Notes, the "New Securities") to purchase common shares, par value $1.25 per share, of Parent ("Common Shares"), which will, in the aggregate, be exercisable for up to 19.99% of the Common Shares outstanding on the business day immediately preceding the Settlement Date (as defined below) (calculated on a non-diluted basis and prior to giving effect to any exercise of the New Warrants and the payment of the exercise price thereof via net share settlement, which applies to any exercise of the New Warrants), subject to adjustment, and (ii) a related consent solicitation to adopt certain proposed amendments to the indenture governing the 2024 Senior Notes to eliminate certain of the covenants, restrictive provisions and events of default intended to protect holders, among other things, from such indenture, as described in more detail in the Offering Memorandum (as defined below) (the "Proposed Amendments"). The Exchange Offer and Consent Solicitation is being made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of November 28, 2022 (the "Offering Memorandum"), as amended by this announcement, and the related eligibility letter, each of which sets forth in more detail the terms and conditions of the Exchange Offer and Consent Solicitation.