DBD Diebold Nixdorf Incorporated

As filed with the Securities and Exchange Commission on February 10, 2023

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its certificate of incorporation)

Subsidiary Guarantors Listed on Schedule A Hereto

Diebold Nixdorf, Incorporated

50 Executive Parkway, P.O. Box 2520

Hudson, Ohio 44236

Tel No.: (330) 490-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jonathan B. Leiken, Esq.

Diebold Nixdorf, Incorporated

50 Executive Parkway, P.O. Box 2520

Hudson, Ohio 44236

Tel No.: (330) 490-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Catherine M. Clarkin

Ari Blaut

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Tel No.: (212) 558-4000

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the exchange offer described in the enclosed prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

☐ Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A—SUBSIDIARY GUARANTORS

The information in this prospectus may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated February 10, 2023.

PROSPECTUS

Diebold Nixdorf, Incorporated

OFFER TO EXCHANGE

Any and All 8.50% Senior Notes due 2024

for

Units Consisting of 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 and Warrants Exercisable for Common Shares

Upon the terms and subject to the conditions set forth in this prospectus, as it may be amended or supplemented, Diebold Nixdorf, Incorporated, an Ohio corporation (the “Issuer”), hereby offers each holder (“Holder”) of the Issuer’s 8.50% Senior Notes due 2024 (the “2024 Senior Notes”), issued pursuant to the Indenture, dated as of April 19, 2016 (as amended, the “2024 Senior Notes Indenture”), among the Issuer, the subsidiaries of the Issuer party thereto from time to time (together, the “Existing Subsidiary Guarantors”) and U.S. Bank Trust Company, National Association (formerly U.S. Bank National Association) (“U.S. Bank”), as trustee (in such capacity, the “2024 Senior Notes Trustee”), the opportunity to exchange any and all validly tendered (and not validly withdrawn) 2024 Senior Notes for units (the “New Units”). The New Units will be issued pursuant to the Unit Agreement, dated as of December 29, 2022 (the “Unit Agreement”), between the Issuer and U.S. Bank, as units trustee (in such capacity, the “Units Trustee”), as trustee of the Exchange Notes (in such capacity, the “Notes Trustee”) and as warrant agent of the Warrants (as defined below) (in such capacity, the “Warrant Agent”) . The New Units will consist of (1) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued by the Issuer (the “New Notes”) as additional notes pursuant to the Indenture, dated as of December 29, 2022, among the Issuer, the Issuer’s subsidiary guarantors party thereto, the Notes Trustee and GLAS Americas LLC, as notes collateral agent (the “Private Notes Indenture” and, as supplemented, the “New Notes Indenture”), and (2) warrants (the “New Warrants”) to purchase common shares, par value $1.25 per share, of the Issuer (“Common Shares”) to be reallocated on a pro rata basis between the participants in the Private Exchange Offer (as defined below) and the Exchange Offer pursuant to the Warrant Agreement, dated as of December 29, 2022, between the Issuer and the Warrant Agent (the “Warrant Agreement”). The terms of the New Units, New Notes and New Warrants (collectively, the “New Securities”) are described in this prospectus under “Description of the Units,” “Description of the New Notes” and “Description of the Warrants,” respectively.

On December 29, 2022, the Issuer completed a private exchange offer (the “Private Exchange Offer”) with respect to the 2024 Senior Notes, on substantially the same terms as this Exchange Offer, pursuant to which the Issuer accepted $327,888,000 aggregate principal amount of the 2024 Senior Notes (representing 81.97% of the aggregate principal amount then outstanding of the 2024 Senior Notes) tendered for exchange and issued $333,616,814 aggregate principal amount of units (the “Private Units” and, together with the New Units, the “Units”) consisting of $333,616,814 aggregate principal amount of 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 (the “Private Notes” and, together with the New Notes, the “Exchange Notes”) and 15,813,847 warrants (the “Private Warrants” and, as reallocated on a pro rata basis to account for the New Warrants, the “Warrants”) to purchase up to 15,813,847 Common Shares (as it may be adjusted from time to time). Pursuant to the terms of the Warrant Agreement, the number of Private Warrants will be reduced and reallocated on a pro rata basis to give effect to this Exchange Offer, as described herein. The terms of the New Notes and the Private Notes are identical in all material respects, although they will not be fungible for U.S. federal income tax purposes and the New Notes will have a separate CUSIP number and ISIN from the Private Notes, as described herein. In connection with the Private Exchange Offer, the Issuer also conducted a related consent solicitation to adopt certain proposed amendments to the 2024 Senior Notes Indenture, which with the consent of the holders of 81.97% of the aggregate principal amount then outstanding of the 2024 Senior Notes became effective and eliminated certain of the covenants, restrictive provisions and events of default. As a result, the holders of the 2024 Senior Notes only have limited rights under the 2024 Senior Notes Indenture.

Exchange Offer

The “Unit Warrant Number” means, for any principal amount of outstanding Exchange Notes represented by outstanding Units, the number of Warrants exercisable for an aggregate number of Common Shares equal to the product of (a) (i) such principal amount of Exchange Notes (including any payment-in-kind interest (“PIK Interest”), if applicable) divided by (ii) the aggregate principal amount of outstanding Exchange Notes part of all outstanding Units (including any PIK Interest, if applicable) and (b) the Maximum Number of Warrant Shares, in each case, as of any time of determination. The Maximum Number of Warrant Shares will be adjusted in the event a Termination Event (as defined below) occurs, in the event the Unit Split Date occurs with respect to some but not all outstanding Units prior to April 1, 2024 and/or as a consequence of an adjustment as set forth under “Description of the Warrants—Adjustment to the Warrant Shares.” Assuming 100% participation in this Exchange

Offer at or prior to the Early Delivery Time (and including payment in the form of an additional aggregate principal amount of New Units based on, and representing, the principal amount of New Notes that form a part thereof, for any amounts of accrued and unpaid interest to, but excluding, December 29, 2022, on the 2024 Senior Notes that are exchanged), each $1,000 principal amount of Units would initially include approximately 38.856 Warrants. The Warrants are subject to automatic termination and cancellation in some circumstances. See “Description of the Warrants—Automatic Termination and Cancellation.”

We refer to the offer to exchange the remaining 2024 Senior Notes as the “Exchange Offer.” In exchange for each $1,000 principal amount of 2024 Senior Notes that is validly tendered at or prior to the Early Delivery Time and not validly withdrawn, Holders will be entitled to receive the consideration set out in the table above under the heading “Total Offer Consideration.” The Total Offer Consideration represents the sum of the amounts set out in the table above (i) under the heading “Exchange Offer Consideration,” which consists of $950 principal amount of New Units representing $950 principal amount of New Notes that form a part thereof and the Unit Warrant Number of Warrants and which we refer to as the “Exchange Offer Consideration,” plus (ii) under the heading “Early Participation Premium,” which consists of $50 principal amount of New Units representing $50 principal amount of New Notes that form a part thereof and the Unit Warrant Number of Warrants and which we refer to as the “Early Participation Premium.”

In exchange for each $1,000 principal amount of 2024 Senior Notes that is validly tendered after the Early Delivery Time but at or prior to the Expiration Time and not validly withdrawn, Holders will be entitled to receive only the Exchange Offer Consideration. The Exchange Offer Consideration is equal to the difference between (i) the Total Offer Consideration minus (ii) the Early Participation Premium.

The Issuer will use commercially reasonable efforts to file a registration statement to register the Common Shares underlying the Warrants prior to March 1, 2024, provided such Warrants have not been automatically terminated and cancelled prior to such date, and thereafter will use commercially reasonable efforts to effect such registration (subject to applicable securities laws) by April 1, 2024.

The New Notes to be issued in the Exchange Offer will accrue interest from December 29, 2022. Holders will receive payment in the form of an additional aggregate principal amount of New Units based on, and representing, the principal amount of New Notes that form a part thereof, for any amounts of accrued and unpaid interest to, but excluding, December 29, 2022, on the 2024 Senior Notes that are exchanged.

The tender of a 2024 Senior Note in the Exchange Offer will constitute an express waiver, to the extent such 2024 Senior Notes are accepted in the Exchange Offer and the Exchange Offer is consummated, by and as to the tendering Holder, with respect to any existing claims of such Holder against the Issuer, or any Existing Subsidiary Guarantor arising out of or relating to the 2024 Senior Notes being tendered, including any past or contemporaneous breach of the 2024 Senior Notes or the 2024 Senior Notes Indenture (including any breach alleged in connection with the Exchange Offer) that may otherwise arise under the 2024 Senior Notes Indenture, other than a default or event of default that cannot be waived without the consent of 100% of the holders of the 2024 Senior Notes (a “Holder Waiver”). For the avoidance of doubt, any Holder Waiver shall be effective solely as to the applicable tendering Holder, and not as to any other Holder.

If the Exchange Offer is consummated, the Issuer will pay a fee equal to $5.00 for each $1,000 in principal amount of 2024 Senior Notes that is validly tendered by Holders holding less than $500,000 aggregate principal amount of the 2024 Senior Notes and accepted for exchange pursuant to the Exchange Offer to soliciting retail brokers that are appropriately designated by their clients to receive this fee (the “Soliciting Broker Fee”). See “Description of the Exchange Offer—Terms of the Exchange Offer—Soliciting Broker Fee.”

On the “Settlement Date”, which we expect will be the third business day following the Expiration Time, we will deliver (i) the Exchange Offer Consideration for 2024 Senior Notes accepted in the Exchange Offer and validly tendered after the Early Delivery Time and at or prior to the Expiration Time and not validly withdrawn and (ii) the Total Offer Consideration for 2024 Senior Notes accepted in the Exchange Offer and validly tendered at or prior to the Early Delivery Time and not validly withdrawn.

An investment in New Securities involves significant risks. There are also risks if you do not tender your 2024 Senior Notes. The limited trading markets for the 2024 Senior Notes could become even more limited or nonexistent due to the reduction in the amount of the 2024 Senior Notes outstanding after the consummation of the Exchange Offer, and this could negatively impact the trading price of such remaining 2024 Senior Notes. The 2024 Senior Notes Indenture does not require the Issuer’s existing or future non-guarantor subsidiaries to become guarantors of the 2024 Senior Notes if they incur or guarantee certain indebtedness. As a result, the 2024 Senior Notes are structurally subordinated to any indebtedness incurred or guaranteed by any such non-guarantor subsidiaries of the Issuer, including the New Notes and the other secured indebtedness incurred in connection with the Refinancing Transactions (as defined below) or in the future. The 2024 Senior Notes Indenture does not limit the transfer of assets to, or investments in, any such non-guarantor subsidiaries. There can be no assurance that the Issuer and the Existing Subsidiary Guarantors will not transfer significant amounts of assets to, or make significant investments in, such non-guarantor subsidiaries, or any other persons. See “Risk Factors—Risks to Non-Tendering Holders of 2024 Senior Notes in the Exchange Offer.”

The completion of the Exchange Offer is expressly conditioned upon the satisfaction or waiver by the Issuer of the conditions specified in “Description of the Exchange Offer—Conditions to the Exchange Offer.”

NONE OF THE ISSUER, THE 2024 SENIOR NOTES TRUSTEE, THE UNITS TRUSTEE, THE NOTES TRUSTEE, THE WARRANT AGENT, THE DEALER MANAGER (AS DEFINED BELOW), THE INFORMATION AND EXCHANGE AGENT (AS DEFINED BELOW), ANY FINANCIAL, TAX OR LEGAL ADVISOR TO ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, MAKE ANY RECOMMENDATION AS TO WHETHER HOLDERS OF THE 2024 SENIOR NOTES SHOULD PARTICIPATE IN THE EXCHANGE OFFER, AND NONE OF THEM HAVE AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”). Before making any decision regarding the Exchange Offer, you should read this prospectus, together with the documents incorporated by reference in this prospectus, the registration statement, the exhibits thereto and the additional information described under “Where You Can Find More Information.”

The Exchange Offer cannot be consummated until the registration statement of which this prospectus forms a part is declared effective.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES BEING OFFERED IN EXCHANGE FOR THE 2024 SENIOR NOTES OR THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

An investment in New Securities involves significant risks. See “Risk Factors” beginning on page 33 and incorporated by reference herein for a discussion of matters you should consider before you participate in the Exchange Offer.

Sole Dealer Manager

J.P. Morgan Securities LLC

                , 2023

TABLE OF CONTENTS

The Issuer has provided and is solely responsible for the information contained or incorporated by reference in this prospectus. Neither the Issuer nor the Dealer Manager has authorized any person to provide you with any information other than that contained or incorporated by reference in this prospectus. Neither the Issuer nor the Dealer Manager takes responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. The information contained or incorporated by reference in this prospectus is as of the date of this prospectus (or in the case of information contained in a document incorporated by reference, as of the date of such document) and is subject to change, completion or amendment without notice. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any other date. Neither the delivery of this prospectus at any time nor the offer, exchange, sale or delivery of any security shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or in our affairs since the date of this prospectus. The business, financial condition, results of operations and prospects of the Issuer may have changed since such dates.

This prospectus incorporates by reference important business and financial information about us from documents filed with the SEC that have not been included herein or delivered herewith. Information incorporated by reference is available without charge at the website that the SEC maintains at http://www.sec.gov, as well as from other sources. See “Where You Can Find More Information.” We will provide you with a copy of any of these filings (other than exhibits, unless the exhibit is specifically incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing to or telephoning us at the following address and telephone number:

Diebold Nixdorf, Incorporated

50 Executive Parkway, P.O. Box 2520

Hudson, OH 44236-1605

(330) 490-4000

Attn: Corporate Secretary

In order to receive timely delivery of those materials, you must make your requests no later than five business days before the applicable Expiration Time, which is 5:00 p.m., New York City time, on March 24, 2023, unless extended or earlier terminated by the Issuer.

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USE OF CERTAIN TERMS

As used in this prospectus, except where otherwise specified or unless the context otherwise requires:

Certain other capitalized terms used in this prospectus are defined in the Annual Report (as defined below), which is incorporated herein by reference, or elsewhere in this prospectus.

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NOTICE TO INVESTORS

This prospectus contains important information concerning the Exchange Offer. You should read this prospectus (including the documents incorporated by reference herein) in its entirety before you make any decision regarding the Exchange Offer.

For holders outside the United States and in the European Economic Area (the “EEA”), the United Kingdom (the “UK”), Canada or certain other relevant jurisdictions, the Exchange Offer is only being made, and the New Securities are only being offered, to “non-U.S. qualified offerees”. In making your investment decision, you will be deemed to have made certain acknowledgements, representations and agreements as set forth in this prospectus under the caption “Offer Restrictions and Notices to Holders Outside the United States”. “Non-U.S. qualified offerees” means:

(1) Any person that is located and/or resident in a Member State of the EEA and is (x) a qualified investor as defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) and (y) not a retail investor. For the purposes of this paragraph (1), a “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;

(2) Any person that is located and/or resident in the UK and is:

(x) a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”);

(y) not a retail investor; and

(z) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or a high net worth entity or other person to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order. For the purposes of this paragraph (2), a “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”);

(3) Any person that is resident in a province or territory of Canada and is (x) an accredited investor, as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and (ii) a permitted client as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”); or

(4) Any person outside the United States, the European Economic Area, the United Kingdom and Canada to whom the Exchange Offer may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.

NONE OF THE ISSUER, THE 2024 SENIOR NOTES TRUSTEE, THE UNITS TRUSTEE, THE NOTES TRUSTEE, THE WARRANT AGENT, THE DEALER MANAGER, THE INFORMATION AND EXCHANGE AGENT, ANY FINANCIAL, TAX OR LEGAL ADVISOR TO ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, MAKE ANY RECOMMENDATION AS TO WHETHER HOLDERS OF THE 2024 SENIOR NOTES SHOULD PARTICIPATE IN THE EXCHANGE OFFER, AND NONE OF THEM HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.

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This prospectus does not constitute an offer to participate in the Exchange Offer to or from any person in any jurisdiction where it is unlawful to make such an offer. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this prospectus as described in this prospectus are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the Exchange Offer presented in this prospectus does not extend to you.

No action has been or will be taken in any jurisdiction that would permit a public offering of the New Securities or the possession, circulation or distribution of this prospectus or any other material relating to us or the New Securities in any jurisdiction where action for that purpose is required. Accordingly, none of the New Securities may be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisement in connection with the New Securities may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. You are advised to inform yourself about this prospectus and to observe any restrictions relating to the Exchange Offer and the resale of any of the New Securities.

The Exchange Offer is being made on the basis of this prospectus in accordance with the terms and subject to the conditions described herein. Any decision to participate in the Exchange Offer must be based on the information contained in this prospectus or specifically incorporated herein by reference. In making an investment decision, prospective investors must rely on their own examination of us and the terms of the Exchange Offer and the New Securities, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as investment, legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and must comply with all applicable laws and regulations in force in any jurisdiction in which it participates in the Exchange Offer or in which it possesses or distributes this prospectus, and must obtain any consent, approval or permission required by it for participation in the Exchange Offer under the laws and regulations in force in any jurisdiction to which it is subject, and neither we, J.P. Morgan Securities LLC (the “Dealer Manager”), D.F. King & Co., Inc. (the “Information and Exchange Agent”), any financial, tax or legal advisor to any of the foregoing, nor any of our or their respective representatives shall have any responsibility therefor. Without limiting the foregoing, you should carefully consider the tax consequences of participating in the Exchange Offer. See “Certain U.S. Federal Income Tax Considerations.”

No representation or warranty, express or implied, is made by the Dealer Manager, the Information and Exchange Agent, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent, any financial, tax or legal advisor to any of the foregoing (or to the Issuer), or any of their respective affiliates, as to the accuracy or completeness of any of the information set forth in this prospectus, and nothing contained in, or incorporated by reference into, this prospectus is or shall be relied upon as a promise or representation, whether as to the past or the future.

This prospectus contains summaries with respect to the terms of certain documents, but reference is made to the actual documents for complete information. All summaries are qualified in their entirety by this reference. Copies of documents referred to herein will be made available to prospective investors upon request to the Issuer or the Information and Exchange Agent. The New Units will be available in book-entry form only. We expect that the New Units received upon exchange pursuant to this prospectus will be issued in the form of one or more global certificates, which will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on and transfers of the global certificates will be effected only through records maintained by DTC and its participants.

In order to participate in the Exchange Offer, you will be required to submit or arrange to have submitted or arranged on your behalf valid tender and blocking instructions (“Tender Instructions”) at or prior to the Early Delivery Time or Expiration Time, as applicable in the form required by the relevant clearing system and in accordance with the procedures set forth below. There is no separate letter of transmittal in connection with the

iv

Exchange Offer or this prospectus. The Issuer reserves the right to reject any Tender Instructions not received in the appropriate form.

You should be aware that none of the Issuer, the Dealer Manager, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent, the Information and Exchange Agent, or any other person, or any of their respective affiliates, assumes any responsibility for technical or other difficulties you may encounter in submitting your Tender Instructions.

NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS

This prospectus has been prepared on the basis that any offer of New Securities (“New Securities Offering”) will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for any offers. No New Securities Offering contemplated by this prospectus will be made other than to any legal entity which is a qualified investor as defined in Article 2(e) of the Prospectus Regulation. Accordingly, any person making or intending to make any New Securities Offering within the EEA should only do so in circumstances in which no obligation arises for the Issuer to produce a prospectus for such offer. The Issuer has not authorized, nor does it authorize, the making of any New Securities Offering through any financial intermediary.

IMPORTANT—EEA RETAIL INVESTORS—The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

NOTICE TO FRENCH INVESTORS

The Exchange Offer contemplated by this prospectus does not constitute an offer to the public in the Republic of France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Article 2(d) of the Prospectus Regulation, which is subject to the requirement to issue a prospectus in France approved by the French Autorité des Marchés Financiers or any other competent authority. This prospectus has not been or shall not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation. This prospectus has not been submitted for clearance to the French Autorité des Marchés Financiers.

NOTICE TO ITALIAN INVESTORS

This prospectus has not been, and will not be, registered with or approved by any securities regulator in Italy or elsewhere in the EEA. Accordingly, this document may not be made available, nor may the New Securities be offered for sale, in Italy except in circumstances that do not require a prospectus under Article 1(4) of the Prospectus Regulation. In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Securities in Italy is limited to persons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation).

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NOTICE TO UNITED KINGDOM INVESTORS

This prospectus has been prepared on the basis that any New Securities Offering will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for any offers. No New Securities Offering contemplated by this prospectus will be made other than to any legal entity which is a qualified investor as defined in the UK Prospectus Regulation. Accordingly, any person making or intending to make any New Securities Offering within the UK should only do so in circumstances in which no obligation arises for the Issuer to produce a prospectus for such offer. The Issuer has not authorized, nor does it authorize, the making of any New Securities Offering through any financial intermediary.

IMPORTANT—UK RETAIL INVESTORS—The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This prospectus and any other material in relation to the Exchange Offer described herein are only being distributed to and are only directed at (i) persons who are outside the UK, (ii) investment professionals falling within Article 19(5) of the Order or (iii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Exchange Offer is only being made to, and the New Securities are only available to, and any solicitation, invitation, offer or agreement to deliver 2024 Senior Notes or subscribe, purchase or otherwise acquire the New Securities, as applicable, will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

NOTICE TO SWEDISH INVESTORS

This prospectus is not a prospectus within the meaning of the Prospectus Regulation and has not been prepared in accordance with the prospectus requirements provided for in the Prospectus Regulation. Neither the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) nor any other Swedish public body has examined, approved or registered this prospectus or will examine, approve or register this prospectus. Accordingly, this prospectus may not be made available, nor may the New Securities otherwise be marketed and offered for sale, in Sweden other than in circumstances that constitute an exemption from the requirement to prepare a prospectus under the Prospectus Regulation.

NOTICE TO BELGIAN INVESTORS

This prospectus or Exchange Offer contemplated by this prospectus does not constitute a prospectus within the meaning of the Prospectus Regulation, the Prospectus Act of 11 July 2018 or the Act of 1 April 2007 on Takeover Bids for which an approval of the Belgian Financial Services and Markets Authority (“FSMA”) would be required. This prospectus was not filed with the FSMA. Consequently, the prospectus may not be made available, nor may the New Securities otherwise be marketed and offered for sale, in Belgium other than in circumstances (i) that constitute an exemption from the requirement to prepare a prospectus under the Prospectus

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Regulation and Prospectus Act of 11 July 2018 and (ii) that do not constitute a public offer pursuant to Article 6, §3 of the Act of 1 April 2007 on Takeover Bids. The New Securities may not be offered, sold or otherwise made available in Belgium to, any person qualifying as a consumer (consommateur/consument) within the meaning of the Belgian code of economic law (Code de droit économique/Wetboek van economisch recht), as amended.

The Exchange Offer contemplated by this prospectus will not be made other than to qualified investors as defined in Article 2(e) of the Prospectus Regulation.

NOTICE TO POLISH INVESTORS

This prospectus is not a prospectus or information memorandum and, as such, has not been and will not be approved by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) (the “KNF”) nor has any competent authority of another relevant Member State notified, nor will any competent authority of another relevant Member State notify the KNF of its approval. Accordingly, this prospectus may not be made available to the public, nor may the New Securities otherwise be offered for sale in Poland other than in circumstances that constitute an exemption from the requirement to prepare a prospectus or information memorandum under the Prospectus Regulation and/or the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies of July 29, 2005, as amended (the “Public Offering Act”).

NOTICE TO SPANISH INVESTORS

None of the New Securities, this prospectus or the Exchange Offer has been approved or registered with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and, therefore, this prospectus is not intended to be used for any public offer of the New Securities in Spain. The New Securities may not be offered or sold or distributed in Spain, nor may any subsequent resale of the New Securities be carried out or publicity or marketing of any kind be made in Spain in relation to the New Securities, except (i) in circumstances that do not qualify as a public offer of securities in Spain in accordance with the Prospectus Regulation and the consolidated text of the Spanish Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores) as amended and restated (the “Spanish Securities Market Act”), or pursuant to an exemption from registration under article 41 of Royal Decree 1310/2005, of November 4, partially implementing the Spanish Securities Market Act in matters affecting securities listings on official secondary markets, public offers for sale or subscription of securities, and the required prospectus for those purposes (Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), and additional rules enacted under or in substitution of these regulations from time to time; and (ii) by institutions authorized to provide investment services in Spain under the Spanish Securities Market Act (and related legislation) and Royal Decree 217/2008 of 15 February on the legal regime applicable to investment services companies (Real Decreto 217/2008, de 15 de febrero, sobre el régimen jurídico de las empresas de servicios de inversión y de las demás entidades que prestan servicios de inversión).

NOTICE TO GERMAN INVESTORS

This prospectus has not been, and will not be, registered with or approved by any securities regulator in Germany or elsewhere in the EEA. Accordingly, this document may not be made available, nor may the New Securities be offered for sale, in Germany except in circumstances that do not require a prospectus under Article 1(4) of the Prospectus Regulation. In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Securities in Germany is limited to persons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation).

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NOTICE TO CHILEAN INVESTORS

The offer of the New Securities is subject to CMF Rule 336. The New Securities being offered will not be registered under the Chilean Securities Market Law (Ley de Mercado de Valores) in the Securities Registry (Registro de Valores) or in the Foreign Securities Registry (Registro de Valores Extranjeros) both kept by the CMF and, therefore, the New Securities are not subject to the oversight of the CMF. As unregistered securities in Chile, we are not required to disclose public information about the New Securities in Chile. Accordingly, the New Securities cannot and will not be publicly offered to persons in Chile unless they are registered in the corresponding Securities Registry. The New Securities may only be offered in Chile in circumstances that do not constitute a public offering under Chilean law or in compliance with CMF Rule 336. Pursuant to the Chilean Securities Market Law, a public offering of securities is an offering that is addressed to the general public or to certain specific categories or groups thereof. Considering that the definition of public offering is quite broad, even an offering addressed to a small group of investors may be considered to be addressed to a certain specific category or group of the public and therefore be considered public under applicable law and, as such, subject to registration in Chile. However, pursuant to CMF Rule 336, the New Securities may be privately offered in Chile to certain “qualified investors” identified as such therein (which in turn are further described in General Rule No. 216, dated June 12, 2008, of the CMF, as amended). The Issuer of the New Securities will be responsible for adopting all measures and safeguards necessary to verify the identity and quality of the qualified investments and the fact that it has been learned that the New Securities to be acquired are not registered in the registries maintained by the CMF and, therefore, that no public offering of such New Securities may be made in Chile. CMF Rule 336 requires the following information to be provided to prospective investors in Chile:

NOTICE TO HONG KONG INVESTORS

The New Securities may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the New Securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

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NOTICE TO SWISS INVESTORS

This document is not intended to constitute an offer or solicitation to purchase or invest in the New Securities described herein. The New Securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the New Securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the New Securities constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the New Securities may be publicly distributed or otherwise made publicly available in Switzerland. This document and any other offering or marketing material relating to the New Securities may only be made available in or from Switzerland to professional clients within the meaning of the FinSA.

This document and any other offering or marketing material relating to the New Securities may only be made available in or from Switzerland to regulated financial intermediaries as defined in Article 10(3)(a) or (b) of the Swiss Federal Act on Collective Investment Schemes, i.e., banks, securities dealers, fund management companies, asset managers of collective investment schemes, central banks and insurance companies. Neither this document nor any other offering or marketing material relating to the New Securities may be copied, reproduced, distributed or passed on to third parties without the Dealer Manager’s prior written consent.

Neither this document nor any other offering or marketing material relating to the offering, nor the New Securities have been or will be filed with or approved by any Swiss regulatory authority. The New Securities are not subject to the supervision by any Swiss regulatory authority, e.g., the Swiss Financial Markets Supervisory Authority FINMA, and investors in the New Securities will not benefit from the protection or supervision by such authority.

NOTICE TO LUXEMBOURGIAN INVESTORS

In relation to the Grand Duchy of Luxembourg (“Luxembourg”), which has implemented the Prospectus Directive by the law of 10 July 2005 relative aux prospectus pour valeurs mobilières (the “Prospectus Law”), the New Securities may not be offered to the public in Luxembourg, except that the New Securities may be offered to the public in Luxembourg:

For the purposes of this provision, the expression an “offer of bonds to the public” in relation to any New Securities in Luxembourg means the communication in any form and by any means of sufficient information on the terms of the offer and the bonds to be offered so as to enable an investor to decide to purchase or subscribe for the New Securities and the expression “Prospectus Directive” means Directive 2003/71/EC.

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NOTICE TO SINGAPOREAN INVESTORS

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Dealer Manager has not offered or sold any New Securities or caused such New Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell such New Securities or cause such New Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such New Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the New Securities are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the New Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) or Section 276(4)(i)(B), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; (3) by operation of law, (4) as specified in Section 276(7) of the SFA or (5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.

Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the New Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

NOTICE TO JAPANESE INVESTORS

The New Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “FIEA”). The New Securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws, regulations and ministerial guidelines of Japan.

NOTICE TO CANADIAN INVESTORS

The New Securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in NI 45-106 or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in NI 31-103, and by acquiring the New Securities, the Canadian acquirer thereof will be deemed to have represented and warranted as such to the Issuer and the Dealer Manager.

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Any resale of the New Securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. The New Securities will be subject to the following legend restriction: “Unless permitted under securities legislation, the holder of the New Securities must not trade the security before the date that is 4 months and a day after the later of (i) the date of distribution of the New Securities, and (ii) the date the issuer became a reporting issuer in any province or territory.” In the event that no physical certificates representing the New securities are provided to the acquirer (including if the New Securities are entered into direct registration or other electronic book-entry system), the above constitutes written notice pursuant to, and as required by, Section 2.5(2)(3.1) of National Instrument 45-102 Resale of Securities (“NI 45-102”) of the legend requirement set out in section 2.5 of NI 45-102.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum contain a misrepresentation; provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the Dealer Manager is relying on an exemption from, and not required to comply with, the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the Exchange Offer.

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WHERE YOU CAN FIND MORE INFORMATION

The Issuer files or furnishes annual, quarterly and current reports, proxy statements and other information with the SEC. These documents are available to the public on the Internet on the SEC’s web site located at www.sec.gov. In addition, the Issuer makes available free of charge on or through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC. The Issuer also makes available on or through its website, www.diebold.com, its press releases, investor presentations, reports pursuant to Section 16 of the Exchange Act and certain corporate governance documents.

You may obtain copies of these documents from us, without charge, by calling or writing to us at:

Diebold Nixdorf, Incorporated

50 Executive Parkway, P.O. Box 2520

Hudson, OH 44236-1605

(330) 490-4000

Attn: Corporate Secretary

This prospectus, including the information incorporated by reference herein, contains summaries of certain agreements that the Issuer has filed as exhibits to various SEC filings. The descriptions of these agreements contained in this prospectus and the information incorporated by reference herein do not purport to be complete and are subject to, or qualified in their entirety by reference to, the full terms of the relevant definitive agreements. Copies of the definitive agreements will be made available without charge to you by making a written or oral request to us at the above address or telephone number. In order to receive timely delivery of those materials, you must make your requests no later than five business days before the Expiration Time.

Except to the extent expressly set forth under “Incorporation of Certain Documents by Reference,” none of the Issuer’s reports or any other information filed or furnished by the Issuer with the SEC is incorporated by reference into this prospectus. Information on the Issuer’s website is not a part of, and the contents of the Issuer’s website are not being incorporated into, this prospectus.

TRADEMARKS

We own or have rights to trademarks, trade names and service marks that we use in connection with the operation of our business. In addition, our name, logos and website name and address are our trademarks or service marks. Solely for convenience, the trademarks, trade names and service marks referred to in this prospectus may be listed without the applicable ^®, ^™ and ^SM, symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

In this prospectus, we “incorporate by reference” certain information filed by the Issuer with the SEC, which means that important information can be disclosed to you by referring to those documents. The Issuer incorporates by reference the documents listed below and any future documents that the Issuer files with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part prior to the effectiveness of the registration statement and (ii) after the date of this prospectus until the completion or the termination of the Exchange Offer (provided that, unless otherwise indicated in the applicable report, we will not incorporate by reference any filing that is “furnished” or deemed “furnished” to the SEC):

Information that the Issuer files with the SEC on or after the date hereof that is incorporated by reference herein will automatically update and supersede the previously filed information. Any statement in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or that the information incorporated by reference in this prospectus is accurate as of any date other than the date of the document being incorporated by reference.

We will provide you with a copy of any of these filings (other than exhibits, unless the exhibit is specifically incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing to or telephoning us at the following address and telephone number:

Diebold Nixdorf, Incorporated

50 Executive Parkway, P.O. Box 2520

Hudson, OH 44236-1605

(330) 490-4000

Attn: Corporate Secretary

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain statements that are not historical information and are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, projections, statements regarding the company’s expected future performance (including expected results of operations and financial guidance), future financial condition, potential impact of the ongoing coronavirus (“COVID-19”) pandemic, anticipated operating results, strategy plans, future liquidity and financial position.

Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar meaning. Statements that describe the company’s future plans, objectives or goals are also forward-looking statements. Forward-looking statements reflect the current views of the company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The factors that may affect the company’s results include, among others:

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Except to the extent required by applicable law or regulation, the company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.

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NON-GAAP FINANCIAL MEASURES

This prospectus contains the following non-GAAP financial measures: EBITDA; Adjusted EBITDA; and Adjusted EBITDA margin. These are supplemental financial measures that are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

In this prospectus, references to these terms will have the meanings specified below, unless the context otherwise requires:

These non-GAAP financial measures are used by management, in addition to GAAP financial measures, to enhance the understanding of our operating results, evaluate operating and financial performance and to compare such performance to that of prior periods and to the performance of our competitors. We also use these non-GAAP financial measures in making operational and financial decisions and in establishing operational goals.

We believe providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, helps investors evaluate our operating and financial performance and trends in our business, consistent with how management evaluates such performance and trends. We also believe these non-GAAP financial measures may be useful to investors in comparing our performance to the performance of other companies. However, our non-GAAP financial measures are specific to us and similarly titled non-GAAP financial measures of other companies may not be calculated in the same manner, and any differences may be material. We provide EBITDA and Adjusted EBITDA because we believe that investors will find EBITDA and Adjusted EBITDA to be useful measures for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures and working capital requirements.

Although we use these non-GAAP financial measures to assess the performance of our business and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation or as a substitute for analysis of our results of operations as reported in accordance with GAAP.

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MARKET AND INDUSTRY DATA

This prospectus and the documents incorporated by reference herein include market share, ranking, industry data and forecasts that we obtained or derived from industry publications, surveys, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information or information derived therefrom. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market, market position and ranking are based on market data currently available to us, management’s estimates and assumptions we have made regarding the size of our markets within our industry. While we are not aware of any misstatements regarding our industry data presented herein, our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and incorporated by reference in this prospectus. None of the Issuer, the Dealer Manager, the Information and Exchange Agent, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent, any financial, tax or legal advisor to any of the foregoing, or any of their respective affiliates can guarantee the accuracy or completeness of such information contained or incorporated by reference in this prospectus.

PRESENTATION OF FINANCIAL INFORMATION

The company’s financial statements incorporated by reference in this prospectus and the financial information for the company included or incorporated by reference in this prospectus have been prepared in accordance with GAAP, except as otherwise noted. The company’s financial information is presented in U.S. dollars.

Certain totals in the tables included in this prospectus may not calculate due to rounding. Negative amounts are presented in parentheses.

CURRENCY PRESENTATION

All references in this prospectus to “euro” and “€” refer to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, and all references to “U.S. dollars” and “$” refer to the currency of the United States of America.

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ASSISTANCE AND ADDITIONAL INFORMATION

Any questions or requests for assistance concerning the terms of the Exchange Offer may be directed to the Issuer, the Dealer Manager or the Information and Exchange Agent at their respective address and email address set forth below. For procedural or administrative questions regarding how to validly tender or validly withdraw your 2024 Senior Notes, you may contact the Information and Exchange Agent at its address and telephone number set forth below and on the back cover of this prospectus.

Diebold Nixdorf, Incorporated

50 Executive Parkway, P.O. Box 2520

Hudson, OH 44236-1605

(330) 490-4000

Attn: Corporate Secretary

Information and Exchange Agent:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call: (212) 269-5550

All Others Call Toll Free: (866) 388-7535

Email: diebold@dfking.com

Sole Dealer Manager:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attention: Liability Management Group

Toll-Free: (866) 834-4666

Collect: (212) 834-4087

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IMPORTANT DATES

Please take note of the following important dates and times in connection with the Exchange Offer. The Issuer reserves the right to extend any of these dates with respect to the Exchange Offer, and consequently, the following dates are subject to change.

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RISK FACTORS

You should carefully consider the following factors along with the information contained or expressly referred to elsewhere in this prospectus and in the documents incorporated by reference herein before making your decision regarding whether to participate in the Exchange Offer. Any of the risk factors described in this prospectus or in the documents incorporated by reference herein could significantly and adversely affect our business prospects, financial condition and results of operations. Additional risks and uncertainties not presently known to us or not believed by us to be material may also negatively impact us. The risks described below and in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Issuer’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, which are incorporated by reference in this prospectus, should be carefully considered. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” for more information.

Risks Relating to the Exchange Offer

The Exchange Offer may be canceled or delayed, and Holders will not be able to sell or otherwise transfer tendered 2024 Senior Notes during the pendency of the Exchange Offer.

The Issuer could terminate or withdraw the Exchange Offer, including for failure to satisfy or, if permitted, waive any of the conditions described under “Description of the Exchange Offer—Conditions to the Exchange Offer.” In addition, the Issuer may, in its sole discretion, subject to applicable law, extend or amend the Exchange Offer. Even if the Exchange Offer is consummated, it may not be consummated on the schedule or in accordance with the terms described in this prospectus. Accordingly, Holders participating in the Exchange Offer may have to wait longer than expected to receive their New Units. As a result, Holders participating in the Exchange Offer will not be able to effect transfers or sales of their 2024 Senior Notes tendered pursuant to the Exchange Offer or any New Units to be issued in the Exchange Offer during the pendency of the Exchange Offer. Such Holders may not be able to promptly transfer or sell their 2024 Senior Notes or New Units or timely react to adverse trading conditions and could suffer losses as a result of these restrictions on transferability.

Holders may not receive New Units in the Exchange Offer if the procedures for the Exchange Offer are not followed.

A Holder may only participate in the Exchange Offer if such Holder tenders its 2024 Senior Notes and submits valid Tender Instructions and other required documents at or prior to the Expiration Time. Holders should allow sufficient time to ensure timely delivery of the necessary documents. None of the Issuer, the Dealer Manager, the Information and Exchange Agent, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent or any other person or entity is under any duty to give notification of defects or irregularities with respect to tenders of the 2024 Senior Notes. If a beneficial owner of the 2024 Senior Notes has its 2024 Senior Notes registered in the name of its broker, dealer, commercial bank, trust company or other nominee and the holder wishes to tender such 2024 Senior Notes in the Exchange Offer, such beneficial owner should promptly contact the person in whose name its 2024 Senior Notes are registered and instruct that person to tender on its behalf. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the time by which such owner must take action in order to participate. Tenders of 2024 Senior Notes are irrevocable after the Withdrawal Deadline.

Tenders of 2024 Senior Notes are irrevocable after the Withdrawal Deadline.

Any 2024 Senior Notes validly tendered prior to the Withdrawal Deadline that are not validly withdrawn at or prior to the Withdrawal Deadline may not be subsequently withdrawn, and 2024 Senior Notes validly tendered on or after the Withdrawal Deadline may not be withdrawn, except in the limited circumstances set forth in this prospectus. See “Description of the Exchange Offer— Terms of the Exchange Offer—Withdrawal of Tenders.”

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Holders are responsible for consulting with their advisors.

Holders of 2024 Senior Notes should consult their own tax, accounting, financial and legal advisors regarding the suitability for themselves of the tax, accounting, financial, legal or other consequences of participating or refraining to participate in the Exchange Offer. None of the Issuer, the Dealer Manager, the Information and Exchange Agent, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent or any director, officer, employee, agent or affiliate of any such person, is acting for any Holder, or will be responsible to any holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Exchange Offer, and accordingly none of the Issuer, the Dealer Manager, the Information and Exchange Agent, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether holders should tender their 2024 Senior Notes pursuant to the Exchange Offer.

The Exchange Offer is subject to conditions and may not be completed or may be terminated or amended.

The Exchange Offer is subject to conditions, which must be satisfied or waived in order for the Exchange Offer to be consummated and for the New Securities to be delivered. See “Description of the Exchange Offer—Conditions to the Exchange Offer.” Until the Issuer announces whether it has accepted the 2024 Senior Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer, no assurance can be given that the Exchange Offer will be completed or that any failure to consummate either the Exchange Offer will not have a negative effect on the market price and liquidity of the 2024 Senior Notes. In addition, subject to applicable law and as provided in this prospectus, the Issuer may, in its sole discretion, extend, amend or terminate the Exchange Offer at any time before the Expiration Time. See “Description of the Exchange Offer.”

The New Units are expected to be subject to the rules governing contingent payment debt instruments for U.S. federal income tax purposes.

Although there is no direct authority regarding the U.S. federal tax treatment of the New Units, and therefore their proper treatment is not entirely clear, the New Units are expected to be subject to the rules governing contingent payment debt instruments for U.S. federal income tax purposes, and in particular, the rules applicable to contingent payment debt instruments issued in exchange for non-publicly traded property. Under these rules, all interest on the New Units (including stated interest) will be treated as original issue discount (“OID”) for U.S. federal income tax purposes. As a result, a holder subject to U.S. federal income taxation will be required to include OID in gross income (as ordinary income) as it accrues (regardless of such holder’s method of accounting) and may be subject to other special rules that may require the holder to recognize current income in excess of the current payments it receives. See “Certain U.S. Federal Income Tax Considerations.”

Dutch withholding tax may be due on (deemed) payments of interest under the New Notes.

Dutch withholding tax (at a rate equal to the highest Dutch corporate income tax rate) may be due on (deemed) payments of interest (including guarantee payments) under the New Notes (“(Deemed) Payment”) due by (verschuldigd door) any of the Dutch Guarantors (as defined below) pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) in the following situations:

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Interest payments

The term ‘interest’ refers to any remuneration, payment or benefit of whatever nature for moneys advanced pursuant to a loan (geldlening) or equivalent agreement such as for instance financial lease. This includes interest accrual and the compensation of costs.

Related entities

Entities (lichamen) are related for purposes of the application of the Dutch Withholding Tax Act 2021 if (i) the recipient entity (alone or together with other entities forming a cooperating group) has a qualifying interest in any of the Dutch Guarantors if (ii) any of the Dutch Guarantors (alone or together with other entities forming a cooperating group) have a qualifying interest in the recipient entity or if (iii) a third party (alone or together with other entities forming a cooperating group) has a qualifying interest in both the recipient entity as well as any of the Dutch Guarantors. An interest in an entity is considered a ‘qualifying interest’ if directly or indirectly the influence in the decision making is such that the decisions of an entity and thus its activities can be determined. In any case, an interest is qualifying if it represents more than 50% of the statutory voting rights in an entity. Also, a pledge vested on shares that could give the pledgor more than 50% of the statutory voting rights in an entity upon a default event, may be considered a qualifying interest.

Low tax jurisdictions

A jurisdiction qualifies as a low tax jurisdiction for purposes of the Dutch Withholding Tax Act 2021 if it is listed in a ministerial decree published by the Dutch government which includes jurisdictions (i) with a profit tax applying a statutory rate of less than 9% (updated annually based on an assessment as per 1 October of the preceding year) or (ii) included on the EU list of non-cooperative jurisdictions in the preceding year.

No Additional Amounts

In practice, the Dutch Guarantors may not always be able to assess whether a holder of New Notes is a related entity or located in a low tax jurisdiction. If Dutch withholding tax is required by law, the Dutch Guarantors or the Paying Agent (as the case may be) will make the required withholding or deduction for the account of the holder of New Notes and shall not be obliged to pay any additional amounts to the holder of New Notes in respect of the withholding or deduction. See “Description of the New Notes—Additional Amounts”.

United Kingdom withholding tax may be due on payments by the English Guarantor in respect of interest under the New Notes.

Any payments made by the English Guarantor under the guarantee to holders of the New Notes may have a United Kingdom source for United Kingdom tax purposes.

Although the point is not free from doubt, a payment under the guarantee in respect of interest on the New Notes should be treated as a payment of interest and a payment under the guarantee in respect of principal should be treated as principal.

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Consequently, guarantee payments by the English Guarantor in respect of principal on the New Notes should not be subject to withholding on account of United Kingdom income tax. Payments by the English Guarantor in respect of interest on the New Notes may, however, be subject to such withholding, subject to the exceptions referred to below.

If, at the time of a payment of interest on the New Notes, the New Notes are listed on a “recognised stock exchange” as defined in Section 1005 of the United Kingdom Income Tax Act 2007, the payment may be made without withholding or deduction for or on account of U.K. income tax.

A further exemption from withholding on interest payments is available for “qualifying private placements”, which may apply to interest payments on the New Notes if they are not or cease to be listed on such a “recognised stock exchange” and certain other conditions are met, including the provision of a certificate by the person beneficially entitled to the interest. This certificate would need to certify that the person was beneficially entitled to the interest for genuine commercial reasons and that it was resident in a “qualifying territory”, as defined in section 173 of the Taxation (International and Other Provisions) Act 2010. Subject to designation to the contrary, a territory is a “qualifying territory” if it has entered double taxation arrangements with the United Kingdom containing a non-discrimination provision as prescribed in that section.

Interest on the New Notes may also be paid without withholding or deduction on account of United Kingdom tax where it is paid to a person the English Guarantor reasonably believes (and any person by or through whom interest on the debt securities is paid reasonably believes) is the beneficial owner of, and is within the charge to United Kingdom corporation tax as regards the payment of interest at the time the payment is made, provided that His Majesty’s Revenue & Customs has not given a direction that it has reasonable grounds to believe that it is likely that the beneficial owner is not within the charge to United Kingdom corporation tax in respect of the payment of interest at the time the payment is made.

In all cases not falling within the three paragraphs above, subject to relief under an applicable double taxation treaty, payments by the English Guarantor in respect of interest on the New Notes may be paid under deduction of United Kingdom income tax at the basic rate (currently 20%).

Payments on the New Notes that, although not expressed to be interest, fall to be treated as interest for United Kingdom tax purposes will also be subject to the withholding tax rules described above. A premium payable on a redemption of a debt security may fall to be treated as interest for U.K. tax purposes.

If payments by the English Guarantor under the New Notes become subject to United Kingdom withholding tax (as described above), additional amounts may be due to cover the amounts so deducted as provided in “Description of the New Notes—Additional Amounts.” As a result, if the English Guarantor has to pay additional amounts to a holder of New Notes in respect of United Kingdom withholding taxes on payments under the New Notes, its financing costs of the New Notes may increase.

Holders are responsible for complying with the procedures of the Exchange Offer.

Each Holder is responsible for complying with all of the procedures for tendering their 2024 Senior Notes pursuant to the Exchange Offer or withdrawing such tender. None of the Issuer, the Dealer Manager, the Information and Exchange Agent, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee or the Warrant Agent assumes any responsibility for informing the Holders of irregularities with respect to any tender of 2024 Senior Notes. Tenders of 2024 Senior Notes may only be withdrawn as provided in this prospectus. See “Description of the Exchange Offer—Terms of the Exchange Offer.”

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Holders who tender 2024 Senior Notes will release and waive any and all existing claims such Holders might otherwise have against us in connection with the 2024 Senior Notes or the 2024 Senior Notes Indenture (regardless of whether or not such 2024 Senior Note is accepted in the Exchange Offer).

Tendering of a 2024 Senior Note in the Exchange Offer will constitute a Holder Waiver to the extent such 2024 Senior Note is accepted in such Exchange Offer and the Exchange Offer is consummated, pursuant to which such Holder will release and waive any existing claims such Holder might have against the Issuer or any guarantor in connection with the 2024 Senior Note or the 2024 Senior Notes Indenture. Once the Withdrawal Deadline has passed, Holders who have tendered and not withdrawn their 2024 Senior Notes at or prior to the Withdrawal Deadline will not be able to revoke their Holder Waiver.

We have and will continue to incur significant costs in conducting the Exchange Offer.

The Exchange Offer has resulted, and will continue to result, in significant costs to us, including advisory and professional fees. These costs and fees have and will continue to reduce our available cash flow, which could have an adverse effect on our business prospects, financial condition and results of operations.

Risks to Non-Tendering Holders of 2024 Senior Notes in the Exchange Offer

The liquidity and trading price of the 2024 Senior Notes may be further reduced if the Exchange Offer is completed.

Trading markets for the 2024 Senior Notes today are limited. The trading markets for any 2024 Senior Notes not tendered in the Exchange Offer that remain outstanding could become further limited or nonexistent due to the reduction in the amount of the 2024 Senior Notes outstanding after the consummation of the Exchange Offer. If markets for non-tendered 2024 Senior Notes exist after the consummation of the Exchange Offer, such 2024 Senior Notes may trade at a discount to the price at which they would have traded if the Exchange Offer had not been consummated depending on prevailing interest rates, the market for similar securities and other factors. There can be no assurance that active markets in the non-tendered 2024 Senior Notes will exist or be maintained and there can be no assurance as to the prices at which the non-tendered 2024 Senior Notes may be traded.

Existing rating agency ratings for the 2024 Senior Notes may not be maintained.

There can be no assurance that, as a result of the Exchange Offer or otherwise, one or more rating agencies, including Moody’s Investors Service, Inc. (“Moody’s”) and S&P Global Ratings (“S&P”), would not take action to downgrade or negatively comment upon their respective ratings on any series of the 2024 Senior Notes. In addition, the Issuer is not obligated under the 2024 Senior Notes Indenture to maintain rating agency ratings for the 2024 Senior Notes and may terminate its agreements with Moody’s and S&P to have the 2024 Senior Notes rated by such rating agencies. Any downgrade or negative comment by any rating agency would likely adversely affect the market price of the 2024 Senior Notes, and the market price of the 2024 Senior Notes could also be materially adversely affected if the 2024 Senior Notes cease to be rated by any rating agency.

We have not obtained a third-party determination that the Exchange Offer is fair to Holders of the 2024 Senior Notes.

We have not retained and do not intend to retain any unaffiliated representative to act solely on behalf of the Holders of the 2024 Senior Notes for purposes of negotiating the Exchange Offer or preparing a report concerning the fairness of the Exchange Offer. We cannot assure Holders of the 2024 Senior Notes that the value of the consideration received in the Exchange Offer will on the Settlement Date or any other date in the future be equal to or exceed the value of the 2024 Senior Notes tendered, and we do not take a position as to whether you ought to participate in the Exchange Offer.

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None of the Issuer, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent, the Dealer Manager, the Information and Exchange Agent, any financial or legal advisor to any of the foregoing, or any of their respective affiliates, make any recommendation as to whether Holders should participate in the Exchange Offer, and none of them has authorized any person to make any such recommendation. Holders are urged to carefully evaluate all information in this prospectus and all documents incorporated herein by reference, consult their own investment and tax advisors and make their own decisions about whether to tender 2024 Senior Notes.

The Issuer’s ability to make payments on the 2024 Senior Notes will be limited.

The definitive documentation governing the Super Senior Facility, the Extended Term Loans, the 2025 Senior Notes and the Exchange Notes prohibits the Issuer from making repayments of the 2024 Senior Notes prior to their maturity, except pursuant to the Exchange Offer or with the proceeds of (i) junior financing that (1) is junior in security and payment priority to each of the ABL Facility, the Super Senior Facility, Extended Term Loans, the 2025 Notes, and the New Notes and (2) limits payment of interest on such financing to interest paid in kind or (ii) newly issued equity of or capital contributions in the Issuer. Following the consummation of the Exchange Offer, the Super Senior Facility, the Extended Term Loans and the 2025 Senior Notes will in addition require the Issuer to raise equity capital prior to the maturity date of the 2024 Senior Notes in an amount necessary to repurchase, redeem, prepay or pay in full the principal amount (and any other accrued and unpaid fees or expenses that remain unpaid at the time of repurchase, redemption, prepayment or payment in full) of any 2024 Senior Notes that failed to participate in either the Private Exchange Offer or the Exchange Offer in excess of $20 million aggregate principal amount of 2024 Senior Notes (such 2024 Notes in excess of $20 million, the “Excess Stub Notes”). The definitive documentation governing the ABL Facility also contains customary limitations on restricted payments and certain payments of indebtedness. Accordingly, it is likely that Holders of 2024 Senior Notes who do not participate in the Exchange Offer will not receive any offers to prepay or repurchase any of their 2024 Senior Notes until the maturity date of the 2024 Senior Notes.

The 2024 Senior Notes held by Holders that are not exchanged for New Units will continue to be effectively subordinated to the Exchange Notes and the other secured indebtedness incurred in connection with the Refinancing Transactions to the extent of the value of the Collateral securing the Exchange Notes and such other secured indebtedness.

If the Exchange Offer is consummated, Holders that do not validly tender their 2024 Senior Notes in the Exchange Offer will not be entitled to receive any consideration. The Exchange Notes and the other secured indebtedness incurred in connection with the Refinancing Transactions are senior secured obligations of the Issuer and its subsidiary guarantors and effectively rank senior to the 2024 Senior Notes to the extent of the value of the Collateral and are structurally senior to the 2024 Senior Notes with respect to the assets of the Issuer and the guarantors that guarantee the Exchange Notes and such other secured indebtedness (other than the Existing Subsidiary Guarantors).

Existing and future subsidiaries of the Issuer that are not Existing Subsidiary Guarantors are not required to guarantee the 2024 Senior Notes and such existing and future subsidiaries may incur or guarantee indebtedness without guaranteeing the 2024 Senior Notes, and the Issuer and the Existing Subsidiary Guarantors may make investments in or transfer assets to such non-guarantor subsidiaries.

The 2024 Senior Notes Indenture does not require the Issuer’s existing or future non-guarantor subsidiaries to become guarantors of the 2024 Senior Notes if they incur or guarantee certain indebtedness. As a result, the 2024 Senior Notes are structurally subordinated to any indebtedness incurred or guaranteed by any such non-guarantor subsidiaries of the Issuer, including the New Notes and the other secured indebtedness incurred in connection with the Refinancing Transactions. The 2024 Senior Notes Indenture does not limit the transfer of assets to, or investments in, any such non-guarantor subsidiaries. There can be no assurance that the Issuer and the Existing Subsidiary Guarantors will not transfer significant amounts of assets to, or make significant investments in, such non-guarantor subsidiaries, or any other persons.

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Risks Related to the New Securities and our Other Indebtedness.

Our current and future operations, particularly the company’s ability to respond to changes or to pursue the company’s business strategies, are restricted by the documentation that governs our indebtedness.

The agreements that govern the terms of the company’s indebtedness, including the New Notes Indenture, contain, a number of restrictive covenants that impose significant operating and financial restrictions on the company and may limit the company’s ability to engage in acts that may be in Diebold Nixdorf’s long-term best interest, including limitations or restrictions on the company’s ability to:

In addition, the restrictive covenants under the ABL Facility require the Issuer to comply with a financial maintenance covenant under certain circumstances. Our ability to satisfy this financial maintenance covenant can be affected by events beyond the company’s control; therefore, we cannot assure you that the company will be able to comply. If the company is unable to meet such financial maintenance covenant, the company would be required to seek an amendment or waiver from its lenders. There can be no assurance that the company’s lenders would consent to any such amendment or waiver on commercially reasonable terms or at all.

A breach of the covenants or restrictions under the agreements that govern the terms of any of the company’s indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow the applicable creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the ABL Facility would permit the lenders thereunder to terminate all commitments to extend further credit thereunder. Furthermore, if the company is unable to repay the amounts due and payable under any of its secured indebtedness, including the New Notes, those lenders or investors will be able to proceed against the collateral granted to them to secure that indebtedness. If the holders of any of the company’s debt accelerate the repayment of such debt, the company may not have sufficient assets to repay that indebtedness.

As a result of these restrictions, we may be:

Accordingly, these restrictions may affect our ability to grow in accordance with the company’s strategy. In addition, the company’s financial results, its substantial indebtedness and its credit ratings could adversely affect the availability and terms of its financing.

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No recommendation has been made as to whether Holders should tender their 2024 Senior Notes pursuant to the Exchange Offer.

Holders should make an independent assessment of the terms of the Exchange Offer. None of the Issuer, the Dealer Manager, the Information and Exchange Agent, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee or the Warrant Agent has expressed any opinion as to whether the terms of the Exchange Offer are fair. None of the Issuer, the 2024 Senior Notes Trustee, the Units Trustee, the Notes Trustee, the Warrant Agent, the Dealer Manager, the Information and Exchange Agent, any financial or legal advisor to any of the foregoing, or any of their respective affiliates, make any recommendation as to whether Holders should participate in the Exchange Offer, and none of them has authorized any person to make any such recommendation.

The Issuer will be required to raise equity capital to pay the 2024 Senior Notes at maturity if there is insufficient participation in the Exchange Offer. Such equity financing may not be available on favorable or acceptable terms or at all, and failure to raise such equity capital as required will constitute an event of default under the Superpriority Credit Facility, the Extended Term Loans and the 2025 Notes Indentures. Substantial doubt will continue to exist regarding the Issuer’s ability to continue as a going concern.

Under the terms of the agreements governing the Superpriority Credit Facility, the Extended Term Loans and the 2025 Notes, the Issuer will be required to raise equity capital prior to the maturity date of the 2024 Senior Notes in an amount necessary to repurchase, redeem, prepay or pay in full the principal amount (and any other accrued and unpaid fees or expenses that remain unpaid at the time of repurchase, redemption, prepayment or payment in full) of the Excess Stub Notes, and proceeds of such equity capital will be required to be used to repurchase, redeem, prepay or pay in full such Excess Stub Notes prior to the maturity date of the 2024 Notes.

As of the date of this prospectus, $72,112,000 aggregate principal amount of 2024 Senior Notes are outstanding. Therefore, if less than $52,112,000 aggregate principal amount of 2024 Senior Notes are not validly tendered and accepted in the Exchange Offer, the Issuer will be required to issue equity to repurchase, redeem, prepay or pay in full the Excess Stub Notes prior to the maturity date of the 2024 Senior Notes. The Issuer may be unable to obtain such equity capital on terms that are favorable or acceptable to the Issuer or at all. Failure to raise sufficient equity capital as required will constitute an event of default under the Superpriority Credit Facility, the Extended Term Loans and the 2025 Notes Indentures, which would permit the creditors thereunder to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. Furthermore, if the obligors under these facilities and indentures are unable to repay the amounts due and payable thereunder, those lenders and noteholders could proceed against the collateral granted them to secure that indebtedness. In the event the Company’s lenders or noteholders accelerate the repayment of its indebtedness, the Issuer and its subsidiaries may not have sufficient assets to repay that indebtedness.

Accordingly, if the Issuer fails to obtain the equity capital on favorable terms, it may be unable to meet its liquidity needs, which could have a material adverse effect on the company’s competitive position, business prospects, financial condition, results of operations, cash flow and ability to continue as a going concern.

Because the success of the Exchange Offer and the ability to raise necessary equity capital is not fully within the Issuer’s control under the provisions of Accounting Standards Codification 205-40, substantial doubt will continue to exist regarding the Issuer’s ability to continue as a going concern.

The company’s failure to meet its debt service obligations could have a material adverse effect on the company’s business, financial condition and results of operations.

As of September 30, 2022, after giving effect to the Refinancing Transactions and the Exchange Offer (assuming 100% participation in the Exchange Offer), the aggregate principal amount of the company’s

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outstanding debt would have been approximately $2,715 million, and the company would have had approximately $40 million of undrawn commitments under the ABL Facility (after giving effect to letters of credit issued thereunder and without giving effect to any applicable reduction in the borrowing base or other availability block). The company’s high level of indebtedness could adversely affect the company’s operations and liquidity and could, among other things:

The company may also incur additional long-term debt and working capital lines of credit to meet future financing needs, which would increase its total indebtedness. Although the documents governing the company’s indebtedness contain restrictions on the company’s ability to incur additional debt, including secured debt, these restrictions are subject to important exceptions and the company can incur debt in compliance with these restrictions. If the company and its subsidiaries incur additional debt, the related risks that the company faces could intensify.

We may not be able to generate sufficient cash to service all of the company’s indebtedness, including the New Notes, and may be forced to take other actions to satisfy the company’s obligations under such indebtedness, which may not be successful.

The company’s ability to make scheduled payments or refinance its debt and other contractual obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond its control. The company may be unable to maintain a level of cash flows from operating activities sufficient to permit the payment of principal, premium, if any, and interest, on its indebtedness, including the New Notes, and other contractual obligations when due.

If the company’s cash flows and capital resources are insufficient to fund its contractual obligations, the company could face substantial liquidity issues. The company’s liquidity needs fluctuate during the course of the year and as a result these liquidity issues may be more acute during certain times. The liquidity issues that the company faces could force the company to reduce or delay investments and capital expenditures or to strategically divest material assets or operations, extend payments to vendors, seek additional debt or equity capital or restructure or refinance its indebtedness. The company has in the past and may in the future take such actions and these actions could materially impact the company’s business. The company may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow the company to meet its scheduled payment obligations. In

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addition, the terms of the company’s existing or future debt arrangements may restrict it from effecting any of these alternatives. The company expects to refinance all or a substantial portion of its existing indebtedness at or prior to maturity. Any disruption to the capital markets, or change in the financial condition of the company, could make it more difficult and expensive for the company to refinance on commercially reasonable terms or at all.

Despite current and anticipated indebtedness levels, the company may still be able to incur substantially more debt. This could further exacerbate the risks described above.

The company may be able to incur substantial additional indebtedness. Although agreements governing the terms of the company’s indebtedness restrict the incurrence of additional indebtedness, these restrictions are and will be subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur additional indebtedness, the risks associated with our leverage, including those described above, would increase.

The Exchange Notes are structurally subordinated to all indebtedness of the Issuer’s existing and future subsidiaries that are not and do not become guarantors of the Exchange Notes.

The Exchange Notes are guaranteed jointly and severally by certain of the Issuer’s direct and indirect subsidiaries located in the United States, Canada, Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden and the UK (collectively, the “Guarantors” and each such jurisdiction other than the United States, a “Specified Jurisdiction”). In addition, (i) each subsidiary (subject to certain exceptions) of the Issuer that in the future guarantees or becomes a borrower under any of the Super Senior Facility, the 2025 Credit Facility, the 2023 Credit Facility (each as defined in “Description of the New Notes”), the 2024 Senior Notes or the 2025 Senior Notes and (ii) each subsidiary (subject to certain exceptions) of the Issuer domiciled or organized in the United States or any Specified Jurisdiction that in the future guarantees any other indebtedness for borrowed money of (a) the Issuer or any Guarantors or (b) any non-guarantor subsidiaries of the Issuer (to the extent the indebtedness exceeds $10.0 million) will jointly and severally guarantee the Exchange Notes. See “Description of the New Notes.” Except for the Guarantors of the Exchange Notes, the Issuer’s subsidiaries, including certain non-domestic subsidiaries, will have no obligation, contingent or otherwise, to pay amounts due under the Exchange Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The Exchange Notes are structurally subordinated to all indebtedness and other obligations of any subsidiary of the Issuer that is not a Guarantor such that, in the event of insolvency, liquidation, reorganization, dissolution or other winding-up of any such subsidiary, all of such subsidiary’s creditors (including trade creditors and preferred stockholders, if any) would be entitled to payment in full out of such subsidiary’s assets before holders of the Exchange Notes would be entitled to any payment.

After giving effect to the Refinancing Transactions and the Exchange Offer, for the twelve months ended September 30, 2022, the Issuer’s non-guarantor subsidiaries would have represented approximately 33% of our third-party net sales. As of September 30, 2022, after giving effect to the Refinancing Transactions and the Exchange Offer, the Issuer’s non-guarantor subsidiaries would have represented approximately 12% of our total assets (excluding intercompany assets) and would have had approximately $117 million of total liabilities, including debt and trade payables but excluding intercompany liabilities.

In addition, the Issuer’s subsidiaries that provide, or will provide, note guarantees will be automatically released from those note guarantees upon the occurrence of certain events, including the following:

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If any note guarantee is released, no holder of the Exchange Notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any holders of the Exchange Notes. See “Description of the New Notes—The Note Guarantees.”

Our variable-rate indebtedness exposes the company to interest rate risk, which could cause the company’s debt service obligations to increase significantly.

Certain of the company’s indebtedness, including borrowings under the ABL Facility and the Super Senior Facility, as well as the Extended Term Loans, is subject to variable rates of interest and expose the company to interest rate risk. If interest rates increased, the company’s debt service obligations on the variable-rate indebtedness would increase and the company’s net income would decrease, even though the amount borrowed under the facilities remained the same. As of September 30, 2022, after giving effect to the Refinancing Transactions, the company would have had approximately $1,223.2 million aggregate principal amount of outstanding variable-rate debt. An unfavorable movement in interest rates, primarily the Secured Overnight Financing Rate (“SOFR”), could result in higher interest expense and cash payments for the company. Although the company may enter into interest rate swaps, involving the exchange of floating for fixed-rate interest payments, to reduce interest rate volatility, we cannot provide assurance that the company will enter into such arrangements or that they will successfully mitigate such interest rate volatility.

The company’s debt levels and challenges in the commercial and credit environment may materially adversely affect the company’s ability to issue debt on acceptable terms and the company’s future access to capital.

The company’s ability to issue debt or enter into other financing arrangements on acceptable terms could be materially adversely affected by the company’s debt levels or if there is a material decline in the demand for our products or in the solvency of the company’s customers or suppliers or other significantly unfavorable changes in economic conditions occur. In addition, volatility in the world financial markets could increase borrowing costs or affect the company’s ability to access the capital markets, which could have a material adverse effect on our competitive position, business prospects, financial condition, results of operations and cash flows.

We may need additional financing in the future to meet the company’s capital needs, and such financing may not be available on favorable or acceptable terms.

We may need to seek additional financing for general corporate purposes, including to meet liquidity needs. The company may be unable to obtain any desired additional financing on terms that are favorable or acceptable to the company or at all. Depending on market conditions, adequate funds may not be available to the company on acceptable terms or at all and the company may be unable to meet its liquidity needs, which could have a material adverse effect on our competitive position, business prospects, financial condition, results of operations and cash flows.

The Issuer may not be able to repurchase the Exchange Notes upon a change of control.

Upon the occurrence of certain change of control events with respect to the Exchange Notes, to the extent the Super Senior Facility, the Extended Term Loans and the 2025 Senior Notes have been paid in full in cash (or to the extent certain declined proceeds are available), the Issuer will be required to offer to repurchase all outstanding Exchange Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. Additionally, the definitive documentation governing the Super Senior Facility and the Extended Term Loans, and the 2025 Senior Notes Indentures explicitly prohibits such repurchase unless the

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obligations under the Super Senior Facility, the Extended Term Loans and the 2025 Senior Notes have first been repaid in full in cash or the repurchase is made with declined proceeds. The source of funds for any purchase and/or repayment of the Exchange Notes, the Super Senior Facility, the Extended Term Loans, the 2025 Senior Notes and/or any other indebtedness will be the Issuer or the Dutch Subsidiary’s available cash or cash generated from their respective subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. The Issuer may not be able to repurchase the Exchange Notes upon a change of control because it may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay the company’s other indebtedness that will become due. The company may require additional financing from third parties to fund any such purchases, and we cannot assure you that the company would be able to obtain financing on satisfactory terms or at all. Further, the Issuer’s ability to repurchase the Exchange Notes may be limited by law. In order to avoid the obligations to repurchase any Exchange Notes or repay any other indebtedness of the company, the company may have to avoid certain change of control transactions that would otherwise be beneficial to the company.

The definition of “Change of Control” in the New Notes Indenture includes a phrase relating to the sale of “all or substantially all” of the assets of the Issuer and its subsidiaries, taken as a whole. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of Exchange Notes to require the Issuer to repurchase such notes as a result of a sale of less than all of the assets of the Issuer and its subsidiaries, taken as a whole, to another person may be uncertain. In addition, certain important corporate events may not, under the New Notes Indenture, constitute a “change of control” that would require the Issuer to repurchase the Exchange Notes, notwithstanding the fact that such corporate events could increase the level of the company’s indebtedness or otherwise adversely affect its capital structure, credit ratings or the value of the Exchange Notes. See “Description of the New Notes—Repurchase at the Option of Holders—Change of Control.”

The Issuer will only be able to redeem the Exchange Notes prior to maturity under limited circumstances.

With limited exceptions, the documentation governing the 2025 Senior Notes, the Super Senior Facility and the Extended Term Loans generally prohibits the Issuer from redeeming any Units or Exchange Notes prior to maturity, other than with up to $100 million of proceeds from new equity issuances consummated on or after December 29, 2022. Unless such restriction is amended, waived or removed, the Issuer will not be permitted to redeem any Units or Exchange Notes prior to maturity.

We expect trading of the New Units to be derived from the implied trading price of the New Notes, which may trade at a discount to their principal amount.

The 2024 Senior Notes are currently trading at a discount to their principal amount. While the market, if any, for the New Units will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects, the New Units may initially trade at a price that reflects a discount to the principal amount of the New Notes and any such discount may be significant. There can be no assurance that the New Units will trade based on an implied price of the New Notes at or above the principal amount thereof in the future.

The New Units and New Notes to be issued in the Exchange Offer will not be fungible with the Private Units and Private Notes, respectively. In addition, your ability to transfer the New Securities may be limited by the absence of active trading markets and active trading markets may not develop for the New Securities, in which case you may be unable to sell the New Securities or to sell them at a price you deem sufficient.

For U.S. federal income tax purposes, the New Units and New Notes to be issued in the Exchange Offer will not be fungible with the Private Units and Private Notes, respectively. The New Warrants to be reallocated on a pro rata basis in the Exchange Offer are expected to be fungible with the Private Warrants. The New Units and New Notes will trade under different CUSIP numbers and ISINs, as applicable, from the Private Units and

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Private Notes, respectively. Accordingly, the New Units and New Notes to be issued in the Exchange Offer will likely not have a robust trading market, which will likely have an adverse effect on the price and liquidity of the New Units and New Notes and may result in the New Units and New Notes trading at a discount to the Private Units and Private Notes, as applicable.

The securities issued in the Private Exchange Offer are not, and the New Securities to be issued or reallocated in the Exchange Offer will not be, listed on any securities exchange or automated quotation system. We cannot assure you that an active trading market will develop for the New Securities or, if one does develop, that it will be liquid.

The liquidity of any trading market for the New Securities and the market price quoted for the New Securities may be adversely affected by changes in the overall market for those securities and by changes in our financial performance or prospects or in the prospects of companies in our industry generally. We cannot give you any assurance as to:

Additionally, the New Securities may trade at higher or lower prices than the principal amount or purchase price depending on many factors, including:

There are significant restrictions on your ability to transfer or resell your New Units and the New Notes and New Warrants represented by the New Units in certain jurisdictions.

For holders outside the United States and in the EEA, the UK, Canada or certain other relevant jurisdictions, the Exchange Offer is only being made, and the New Securities are only being offered, to “non-U.S. qualified offerees.” Accordingly, the New Securities may be transferred and resold in those jurisdictions subject to significant restrictions on transferability and resale.

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the Issuer’s securities could cause the liquidity or market value of the Units to decline, increase the company’s future borrowing costs and/or reduce the company’s access to capital.

In determining our credit ratings, the rating agencies consider a number of both quantitative and qualitative factors. These factors include earnings, fixed charges such as interest, cash flows, total debt outstanding, total secured debt, off balance sheet obligations and other commitments, total capitalization and various ratios calculated from these factors. Our debt securities and our debt facilities may in the future be rated by additional rating agencies. We cannot make any assurance that any rating so assigned, if any, will remain for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances relating to the basis of the rating, such as an adverse change to our business, so warrant. Any lowering, suspension or withdrawal of a rating by a rating agency could reduce the liquidity or market value of the Units and make it more difficult or more expensive for the company to raise new funds or renew maturing debt.

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The value of the collateral securing the Exchange Notes and the related guarantees (the “Collateral”) may not be sufficient to satisfy the Issuer’s and the Guarantors’ obligations under the New Notes and the related guarantees.

Obligations under the Exchange Notes and the related guarantees are secured by liens on the Collateral having the priority described under “Description of the New Notes.” No appraisal of the value of the Collateral has been made in connection with the Exchange Offer, and the fair market value of the Collateral will be subject to fluctuations based on factors that include, among others, changing economic conditions, competition and other future trends. By its nature, some or all of the Collateral may be illiquid and may have no readily ascertainable market value.

In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the holders of the Exchange Notes will be entitled to be repaid in full from the proceeds of the Collateral after any payment is made in respect of any indebtedness with a senior or prior security interest against such Collateral and before any payment is made in respect of any other indebtedness that is secured by a junior lien on such Collateral or that is unsecured. Moreover, the holders of any other additional indebtedness secured by an equal-priority lien on the Collateral will share proceeds of such Collateral ratably with the holders of the Exchange Notes, thereby diluting the collateral coverage available to holders of the Exchange Notes. In particular, the fair market value of the Collateral may not be sufficient to repay the holders of the Exchange Notes upon any foreclosure, liquidation, bankruptcy or similar proceeding and after the repayment of indebtedness with senior or prior security interests in the Collateral. As of September 30, 2022, after giving effect to the Refinancing Transactions and the Exchange Offer, the company would have had (i) approximately $2,113 million of outstanding indebtedness secured by liens on certain Non-ABL Priority Collateral (as defined in “Description of the New Notes”) that would have ranked senior to the liens on such collateral securing the Exchange Notes and (ii) approximately $2,345 million of outstanding indebtedness secured by liens on ABL Priority Collateral (as defined in “Description of the New Notes”) that would have ranked senior to the liens on such collateral securing the Exchange Notes (assuming the ABL Facility is fully drawn).

There also can be no assurance that the Collateral will be saleable, and even if saleable, the timing of its liquidation would be uncertain. Accordingly, there may not be sufficient Collateral to pay all or any of the amounts due on the Exchange Notes. Any claim for the difference between the amount, if any, realized by holders of the New Notes from the sale of the Collateral and the obligations due under the Exchange Notes will rank equally in right of payment with all of our unsecured unsubordinated indebtedness and other obligations, including trade payables. In addition, as discussed further below, the holders of the Exchange Notes would not be entitled to receive post-petition interest or applicable fees, costs, expenses, or charges to the extent the amount of the obligations due under the Exchange Notes exceeded the value of the applicable Collateral (after taking into account all other debt that was also secured by the applicable Collateral on a pari passu basis or senior basis, or any “adequate protection” on account of any undersecured portion of the New Notes). To the extent the Collateral is owned by subsidiaries of the Issuer that are organized under the laws of jurisdictions other than the United States, the validity of the security interests in such Collateral is subject to the laws of the relevant jurisdiction and may not be enforceable to the full extent of the Collateral or at all.

With respect to the Collateral, the security interest of GLAS Americas LLC, as notes collateral agent for the Exchange Notes (the “Notes Collateral Agent”) ranks junior to the security interest in the same assets securing the ABL Facility (other than with respect to the ABL Non-Priority Collateral (as defined in “Description of the New Notes—Certain Definitions”)), the Super Senior Facility, the Extended Term Loans and 2025 Senior Notes (and with respect to certain Collateral, the Existing Term Loans). The Notes Collateral Agent’s rights, including the ability to foreclose, are subject to the terms of the applicable Intercreditor Agreements and are also limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the Collateral or any recovery with respect thereto. We cannot assure you that any such required consents will be obtained on a timely basis or at all. These requirements may limit the number of

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potential bidders for certain Collateral in any foreclosure or other auction and may delay any sale, either of which events may have an adverse effect on the sale price of the Collateral. Therefore, the practical value of realizing on the Collateral may, without the appropriate consents and filings, be limited.

To the extent that preexisting liens, liens permitted under the New Notes Indenture and other rights, including higher-priority liens, encumber any of the Collateral securing the Exchange Notes and the related guarantees, those parties have or may exercise rights and remedies with respect to the Collateral that could adversely affect the value of the Collateral and the ability of the Notes Collateral Agent (acting at the direction of the Notes Trustee) to realize or foreclose on the Collateral.

The New Notes Indenture also permits the Issuer and its subsidiaries to create additional liens on the Collateral under specified circumstances, some of which liens may be pari passu with or senior to the liens securing the New Notes. Any obligations secured by such liens may further dilute the collateral coverage and limit the recovery from the realization of the collateral available to satisfy holders of the Exchange Notes. See “Description of the New Notes—Certain Definitions—“Permitted Liens.””

Your right to receive payments on the New Notes is effectively subordinated to the right of lenders under and holders of, as applicable, the Super Senior Facility, the Extended Term Loans, the Existing Term Loans and the 2025 Senior Notes with respect to certain collateral to the extent of the value of such collateral, and additionally, is effectively subordinated to the right of the lenders under the ABL Facility with respect to the ABL Priority Collateral to the extent of the value of the ABL Priority Collateral.

The Exchange Notes and the related guarantees are secured on a junior-lien basis with regard to certain Collateral. The lenders under the Super Senior Facility and the Extended Term Loans, the holders of the 2025 Senior Notes and the lenders under any other permitted debt secured on a senior-priority basis by the Collateral, including the Existing Term Loans to the extent of any unreleased Collateral, will have claims that are prior to the claims of holders of the New Notes with respect to such Collateral to the extent of the value of the Collateral securing that other indebtedness on a senior-priority basis. Additionally, the lenders under the ABL Facility will have claims that are prior to the claims of holders of the Exchange Notes with respect to the ABL Priority Collateral to the extent of the value of the ABL Priority Collateral. In the event of any distribution or payment of such assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, the lenders under the foregoing indebtedness will have a prior claim to the applicable Collateral. After the claims of such lenders have been satisfied in full, there may be no assets constituting Collateral remaining to be applied to satisfy the claims of holders of the New Notes. As a result, with respect to the Collateral granted by the Issuer and its subsidiaries, holders of the Exchange Notes may receive less, ratably, than the lenders under certain other indebtedness of the company. For a detailed description of the priority of the liens securing the Exchange Notes, see “Description of the New Notes—Collateral.”

As of September 30, 2022, after giving effect to the Refinancing Transactions and the Exchange Offer, the company would have had (i) approximately $2,113 million of outstanding indebtedness secured by liens on certain Non-ABL Priority Collateral that would have ranked senior to the liens on such collateral securing the New Notes and (ii) approximately $2,345 million of outstanding indebtedness secured by liens on ABL Priority Collateral that would have ranked senior to the liens on such collateral securing the Exchange Notes (assuming the ABL Facility is fully drawn).

The security interests in the Collateral are in favor of the Notes Collateral Agent rather than directly in favor of the holders of the Exchange Notes and the concept of “trust” is not a recognized concept in certain jurisdictions.

The ability of the Notes Collateral Agent (acting at the direction of the Notes Trustee) to enforce upon certain of the Collateral may be restricted by federal, state and foreign law. The security interests in the Collateral that secures the Exchange Notes and the related guarantees are not granted directly to the holders of the New

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Notes but are granted only for the benefit of the Notes Collateral Agent. The New Notes Indenture and related documents will provide that only the Notes Collateral Agent has the right to enforce upon the Collateral (subject to the terms of the applicable Intercreditor Agreements) in accordance with the terms of the security documents relating to the Exchange Notes. As a consequence, holders of the Exchange Notes will not have direct security interests and will not be entitled to take enforcement actions in respect of the Collateral, except through Notes Trustee under the New Notes Indenture, who will (subject to the provisions of the New Notes Indenture) provide instructions to the Notes Collateral Agent.

Under French law, the pledgee of a French law security interest and the creditor of the claim secured by such security interest are required to be the same person. Such security interests cannot be held on behalf of third parties who do not hold the secured claim, unless they act as agent (mandataire) under Article 1984 et. seq. of the French Civil Code (Code civil), as fiduciary (fiduciaire) under Article 2011 of the French Civil Code or as collateral agent (agent des sûretés) under Article 2488-6 et. seq. of the French Code Civil as modified by Ordinance n° 2017-748 of May 4, 2017 and by law n° 2019-486 of May 22, 2019. The beneficial holders of interests in the New Notes from time to time will not be parties to the security documents.

The Notes Collateral Agent holds all security interests to be pledged as Collateral. As regards the security interests to be pledged as Collateral governed by the laws of France, the Notes Collateral Agent holds such security interests to be pledged as Collateral as collateral agent for the beneficiaries under Articles 2488-6 et. seq. of the French Civil Code.

As regards the security interests to be pledged as Collateral governed by laws other than the laws of France and England and Wales, in order to permit the beneficial holders of the New Notes to benefit from a secured claim, the financing documents provide for the creation of “parallel debt” obligations in favor of the Notes Collateral Agent (the “Parallel Debt”) mirroring the obligations of the Issuer and the Guarantors (as principal obligors) towards the holders of the Exchange Notes under or in connection with the New Notes Indenture (the “Principal Obligations”). The Parallel Debt will at all times be in the same amount and payable at the same time as the Principal Obligations. Any payment in respect of the Principal Obligations shall discharge the corresponding Parallel Debt and any payment in respect of the Parallel Debt shall discharge the corresponding Principal Obligations. Pursuant to the Parallel Debt, the Notes Collateral Agent becomes the holder of a claim equal to each amount payable by an obligor under the Exchange Notes. The holders of the Exchange Notes will not be entitled to take enforcement actions in respect of such security interests except through the Notes Collateral Agent (even if they are in some instances direct beneficiaries of the security interests in the Collateral).

To the extent that the appointment of the Notes Collateral Agent as authorized representative of the holders of the Exchange Notes would not be respected by a competent court or a trustee in bankruptcy (or similar officer in any other insolvency proceeding) and the security interests in the Collateral created to the benefit of the holders of the Exchange Notes as represented by the Notes Collateral Agent as a result are successfully challenged by other parties or deemed invalid, holders of the Exchange Notes will not be entitled to receive on this basis any proceeds from an enforcement of the security interests in the Collateral. In addition, the holders of the Exchange Notes will bear the risks associated with the possible insolvency or bankruptcy of the Notes Collateral Agent as the beneficiary of the Parallel Debt.

In addition, for details on the recognition of the parallel debt in other jurisdictions please see “Limitations and Enforceability of the Guarantees and the Security Interests and Certain Insolvency Considerations.”

The lien of the Notes Collateral Agent in the Collateral on behalf of the holders of the New Notes will be created pursuant to security documents entered into with the Notes Collateral Agent and perfected in a manner that, under the laws applicable to the creation and priority of liens in the jurisdictions in which the Collateral is pledged, will give it, in certain cases, as a matter of local law, junior priority to the rights of the Notes Collateral Agent on behalf of the holders of the Private Notes. In such cases, holders of the New Notes

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will have to rely on the Indenture and the Intercreditor Agreements to provide equal priority liens on such assets in such local jurisdictions, as the case may be.

The lien of the Notes Collateral Agent on behalf of the holders of the New Notes in some of the Collateral will be created pursuant to security documents entered into with the Notes Collateral Agent and perfected in a manner that, under the foreign laws applicable to the creation and priority of collateral in the foreign jurisdictions in which the Collateral is pledged, may give it, in certain cases, as a matter of local law, junior priority to the rights of the Notes Collateral Agent on behalf of the holders of the Private Notes. As a result, the equal priority lien of the holders of the New Notes and the Private Notes with respect to the Collateral will be dependent on the provisions of the Indenture and the Intercreditor Agreements, which provide that the proceeds of the Collateral be distributed to the holders of the Exchange Notes ratably. There can be no assurance that the provisions of the Indenture and the Intercreditor Agreements are sufficient to create such an equal priority lien.

The applicable Intercreditor Agreements limit the ability of the holders of the Exchange Notes to exercise rights and remedies with respect to the Collateral.

The rights of the holders of the Exchange Notes with respect to the Collateral are substantially limited by the terms of the lien ranking provisions in the Intercreditor Agreements that the Notes Collateral Agent entered into in such capacity. Under the terms of such Intercreditor Agreements, at any time that any senior lien obligations are outstanding, almost any action that may be taken in respect of the Collateral will be at the direction of an administrative agent or collateral agent under certain of such senior lien obligations, and the holders of the Exchange Notes will not have the ability to control or direct such actions, including, but not limited to, the right to exercise remedies with respect to, challenge the liens on, or object to actions taken by the controlling collateral agent for the senior lien obligations even if the rights of holders of the Exchange Notes are adversely affected, except after the expiration of certain standstill periods, so long as no collateral agent for any senior lien obligations is then exercising certain rights or remedies with respect to the Collateral. For a detailed description of the Intercreditor Agreements, see “Description of the New Notes—Intercreditor Agreements.”

Sales of assets by the Issuer and the Guarantors could reduce the Collateral and the related guarantees.

The security documents that relate to the Exchange Notes allow the Issuer and the Guarantors to remain in possession of, retain exclusive control over, freely operate and collect, invest and dispose of any income from, the Collateral. To the extent the Issuer or any guarantor sells any assets that constitute Collateral, the proceeds from such sale will be subject to the liens securing the Exchange Notes and the related guarantees only to the extent such proceeds would otherwise constitute Collateral securing the Exchange Notes and the related guarantees under the security documents. Such proceeds will also be subject to the security interests of certain creditors other than the holders of the Exchange Notes (including the lenders under the ABL Facility, the Super Senior Facility, the Extended Term Loans and the Existing Term Loans, and the holders of the 2025 Senior Notes) some of which will be senior or prior to the liens held by the holders of the Exchange Notes, or may have a lien on those assets that is pari passu with the lien of the holders of the Exchange Notes. To the extent the proceeds from any sale of Collateral do not constitute Collateral under the security documents, the pool of assets securing the Exchange Notes and the related guarantees will be reduced, and the Exchange Notes and the related guarantees will not be secured by such proceeds.

There are certain categories of property that are excluded from the Collateral.

Not all of our properties and assets are or will be pledged to secure the Exchange Notes. The Collateral securing the Exchange Notes excludes certain customary categories of excluded property, and the assets constituting excluded property are not subject to liens in favor of the Notes Collateral Agent. In addition, the security documents relating to the Exchange Notes contain guaranty and security principles that will provide for further exclusions and limitations based on applicable local law. See “Description of the New Notes—Collateral.”

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If an event of default occurs and the maturity of the Exchange Notes is accelerated, the Exchange Notes and the related guarantees will rank pari passu with the holders of other unsecured indebtedness (and other secured indebtedness not secured by such excluded assets) of the relevant obligor with respect to such excluded assets. As a result, if the value of the assets pledged as security for the Exchange Notes is less than the value of the claims of the holders of the Exchange Notes, those claims may not be satisfied in full before the claims of our unsecured creditors are paid.

There are circumstances other than repayment or discharge of the Exchange Notes under which the Collateral securing the Exchange Notes and the note guarantees will be released automatically, without your consent or the consent of the Units Trustee or the Notes Collateral Agent, and you may not realize any payment upon disposition of such Collateral.

Under various circumstances, the Collateral securing the Exchange Notes will be released automatically (or there will be an automatic obligation to release with respect to certain kinds of Collateral), including:

See “Description of the New Notes—Intercreditor Agreements—Use and release of collateral.”

The Collateral is subject to casualty risks and potential environmental liabilities.

We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses with respect to the Collateral that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any Collateral, the insurance proceeds may not be sufficient to satisfy all of our obligations, including the Exchange Notes and the note guarantees.

Moreover, the Notes Collateral Agent may need to evaluate the impact of potential liabilities before determining to foreclose on Collateral consisting of real property because secured creditors that take possession or control of real property under certain circumstances may be held liable under environmental laws for the costs of remediating or preventing the release or threatened release of hazardous substances at that real property.

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Consequently, the Notes Collateral Agent may decline to foreclose on that Collateral or exercise remedies available in respect thereof if it does not receive indemnification to its satisfaction from the holders of the Exchange Notes.

Lien searches may not reveal all liens on the Collateral.

We cannot guarantee that the lien searches on the Collateral that secures the Exchange Notes and note guarantees will reveal any or all existing liens on such Collateral. Any such existing lien, including undiscovered liens, could be significant, could be prior in ranking to the liens securing the Exchange Notes and the note guarantees and could have an adverse effect on the ability of the Notes Collateral Agent (acting at the direction of the Notes Trustee) to realize or foreclose upon the Collateral securing the Exchange Notes and the note guarantees.

Certain laws and regulations may impose restrictions or limitations on foreclosure.

The Issuer’s obligations under the Exchange Notes and the Guarantors’ obligations under the guarantees are secured only by the Collateral described in this prospectus. The Notes Collateral Agent’s ability to foreclose on the Collateral on behalf of the holders of the Exchange Notes may be subject to perfection, priority issues, federal, state or foreign law requirements, applicable bankruptcy law, and practical problems associated with the realization of the Notes Collateral Agent’s security interests in or liens on the Collateral, including cure rights, foreclosing on the Collateral within the time periods permitted by third parties or prescribed by laws, obtaining third-party consents, making additional filings, statutory rights of redemption and the effect of the order of foreclosure. We cannot assure you that the consents of any third parties and approvals by governmental entities or courts of competent jurisdiction will be given when required to facilitate a foreclosure on such assets. Therefore, we cannot assure you that foreclosure on the Collateral will be sufficient to make all payments on the Exchange Notes.

Rights of holders of the Exchange Notes in the Collateral may be adversely affected by the failure to create or perfect the security interests in the Collateral.

Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the Collateral securing the Exchange Notes may not be perfected if we are not able to take the actions necessary to perfect any of these liens on or prior to the applicable date of the issuance of the Exchange Notes or thereafter. We have limited obligations to perfect the security interest of the holders of the Exchange Notes in specified Collateral. To the extent a security interest in certain Collateral is not properly perfected on or prior to the applicable issuance date of the Exchange Notes, such security interest might be avoidable in bankruptcy, which could impact the value of the Collateral. See “—Any future pledge of collateral or guarantees in favor of the holders of the Exchange Notes might be voidable in bankruptcy.”

If additional subsidiaries are formed or acquired and become guarantors under the New Notes Indenture, additional actions would be required to perfect the security interest in the assets of such guarantors. Depending on the type of the assets constituting after-acquired collateral, additional action may be required to perfect the security interest in such assets. Applicable law requires that certain property and rights acquired after the grant of a general security interest can be perfected only at the time such property and rights are acquired and identified. Neither the Notes Trustee, Units Trustee nor the Notes Collateral Agent will be responsible for monitoring, and there can be no assurance that we will inform the Notes Trustee, Units Trustee or the Notes Collateral Agent of, the future acquisition of property and rights that constitute Collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The Notes Collateral Agent will have no obligation to monitor the acquisition of additional property or rights that constitute Collateral or the perfection of any security interests therein. Such inaction may result in the loss of the security interest in such Collateral or the priority of the security interest in favor of the Exchange Notes and the guarantees against third parties. Even if

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the Notes Collateral Agent does properly perfect liens on Collateral acquired or arising in the future, such liens may potentially be avoidable as a preference in any bankruptcy proceeding under certain circumstances. See “—Any future pledge of collateral or guarantees in favor of the holders of the New Notes might be voidable in bankruptcy.”

Receipt of payment on the Exchange Notes, and the enforcement of remedies, may be limited in bankruptcy.