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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 12, 2023
EXELA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36788 |
|
47-1347291 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2701 East Grauwyler Road
Irving, Texas |
|
75061 |
(Address of principal executive offices) |
|
(Zip Code) |
(844)
935-2832
(Registrant's
telephone number, including area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
Common stock, par value $0.0001 per share |
XELA |
The Nasdaq Stock Market LLC |
6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share |
XELAP |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging
growth company
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On July 12, 2023, Exela
Technologies, Inc. (“Exela” or the “Company”) issued a press release
announcing the expiration and final results of the previously announced offer to exchange (the “Exchange
Offer”) new 11.500% First-Priority Senior Secured Notes due 2026 (the “New Notes”) of Exela
Intermediate LLC (the “Issuer”), a wholly-owned subsidiary of Exela, and Exela Finance Inc., a
wholly-owned subsidiary of Exela (the “Co-Issuer” and, together with the Issuer, the
“Issuers”), for the Issuers’ outstanding 11.500% First-Priority Senior Secured Notes due 2026 (the
“Old Notes”) and a solicitation of consents to proposed amendments with respect to the Old Notes. As of
the expiration time of the Exchange Offer, approximately $1,271 million aggregate principal amount, or approximately 98%, of the Old
Notes were validly tendered (and not validly withdrawn) pursuant to the Exchange Offer. The Issuers settled the Exchange Offer on
July 11, 2023, resulting in the issuance of approximately $1,017 million aggregate principal amount of the New Notes to
participating holders in respect of validly tendered (and not validly withdrawn) Old Notes. Substantially concurrent with the
settlement of the Exchange Offer, the Issuers also issued (i) approximately $3 million in New Notes to third parties in
exchange for the Issuer’s term loans maturing in July 2023 (the “2023 Term Loans”),
(ii) approximately $22 million in New Notes to certain affiliates of the Issuers in exchange for the Issuers’ 10.000%
First-Priority Senior Notes due 2023 (“2023 Notes”) and 2023 Term Loans and (iii) $40 million in New
Notes to certain affiliates of the Issuers in satisfaction of amounts owed to such affiliates as a result of prior cash payments
made by such affiliates to or on behalf of the Issuers. Upon completion of the transactions described above, approximately $1,082
million aggregate principal amount of New Notes were outstanding (or $768 million aggregate principal amount if excluding New Notes
held by affiliates of the Issuers).
The Company also announced that on
July 11, 2023 the Issuer repaid all of its outstanding 2023 Notes and all of its outstanding
2023 Term Loans.
A copy of the press release announcing the expiration
and final results with respect to the Exchange Offer is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
The information in this Item 7.01 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section, and is not deemed incorporated by reference into any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
|
EXELA TECHNOLOGIES, INC. |
|
|
|
By: |
/s/
Erik L. Mengwall |
|
|
Name: |
Erik Mengwall |
|
|
Title: |
Secretary |
Date: July 12, 2023
Exhibit 99.1
Exela Technologies, Inc.
Announces Successful Results and Expiration of Exchange Offer and Consent Solicitation and Satisfaction of 2023 Maturities
IRVING,
Texas (July 12, 2023) - Exela Technologies, Inc. (“Exela” or the “Company”)
(NASDAQ: XELA) today announced the expiration and final results with respect to the previously announced exchange offer (the “Exchange
Offer”) that certain of its subsidiaries (the “Issuers”) launched on June 8, 2023, as amended on June 16,
2023, June 30, 2023 and July 6, 2023, to exchange the Issuers’ outstanding 11.500% First-Priority Senior Secured Notes
due 2026 (the “Old Notes”) for new 11.500% First-Priority Senior Secured Notes due 2026 (the “New Notes”) and
a solicitation of consents to proposed amendments with respect to the indenture governing the Old Notes (the “Consent Solicitation”).
As of 11:59 p.m.,
New York City time, on July 7, 2023 (the “Expiration Time”), according to information provided by D.F. King &
Co., Inc., approximately $1,271 million aggregate principal amount, or approximately 98%, of the outstanding Old Notes were validly
tendered (and not validly withdrawn) pursuant to the Exchange Offer. The Issuers settled the Exchange Offer on July 11, 2023,
resulting in the issuance of approximately $1,017 million aggregate principal amount of the New Notes to participating holders in respect
of validly tendered (and not validly withdrawn) Old Notes, which is equivalent to $800 of the New Notes per $1,000 principal amount of
the Old Notes validly tendered (and not validly withdrawn). Approximately $24 million aggregate principal amount, or approximately 2%,
of the Old Notes remain outstanding following the consummation of the Exchange Offer. All conditions to the consummation of the Exchange
Offer were satisfied or waived, and the Issuers accepted for purchase all validly tendered (and not validly withdrawn) Old Notes.
Substantially
concurrent with the settlement of the Exchange Offer, the Issuers also issued (i) approximately $3 million in New Notes to
third parties in exchange for the Issuer’s term loans maturing in July 2023 (the “2023 Term Loans”),
(ii) approximately $22 million in New Notes to certain affiliates of the Issuers in exchange for the Issuers’ 10.000%
First-Priority Senior Notes due 2023 (“2023 Notes”) and 2023 Term Loans and (iii) $40 million in New Notes to
certain affiliates of the Issuers in satisfaction of amounts owed to such affiliates as a result of prior cash payments made by such
affiliates to or on behalf of the Issuers. Upon completion of the transactions described above, approximately $1,082 million
aggregate principal amount of New Notes were outstanding (or $768 million aggregate principal amount if excluding New Notes held by
affiliates of the Issuers).
The Exchange Offer
and the Consent Solicitation were made upon the terms and conditions set forth in the confidential offering memorandum and consent solicitation
statement, dated June 8, 2023 (the “Original Offering Memorandum”), as supplemented by Supplement No. 1, dated
June 16, 2023 (the “Offering Memorandum Supplement No. 1”), as further supplemented by Supplement No. 2, dated
June 30, 2023 (the “Offering Memorandum Supplement No. 2”), as further supplemented by Supplement No. 3, dated
July 6, 2023 (the “Offering Memorandum Supplement No. 3”), and the press releases, dated June 23, 2023 and
June 30, 2023 (together with the Original Offering Memorandum, the Offering Memorandum Supplement No. 1, the Offering Memorandum
Supplement No. 2 and the Offering Memorandum Supplement No. 3, the “Offering Memorandum”), relating to the Old
Notes. Capitalized terms used but not defined in this press release have the respective meanings ascribed to such terms in the Offering
Memorandum.
On July 11,
2023, the Issuer also repaid all of its outstanding 2023 Notes and all of its outstanding 2023 Term Loans.
Cautionary Note
Regarding Forward-Looking Statements
Certain statements
included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words
such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict”, “potential”, “seem”, “seek”,
“continue”, “future”, “will”, “expect”, “outlook” or other similar words,
phrases or expressions. These forward-looking statements include statements regarding our industry, future events, estimated or anticipated
future results and benefits, future opportunities for Exela, and other statements that are not historical facts. These statements are
based on the current expectations of Exela management and are not predictions of actual performance. These statements are subject to
a number of risks and uncertainties, including without limitation those discussed under the heading "Risk Factors" in Exela's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings. In addition, forward-looking statements
provide Exela's expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates that
subsequent events and developments will cause Exela's assessments to change. These forward-looking statements should not be relied upon
as representing Exela's assessments as of any date subsequent to the date of this press release.
About Exela
Exela is a business
process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions
that improve efficiency, quality, and productivity. With decades of experience operating mission-critical processes, Exela serves a growing
roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune® 100. With foundational technologies
spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry
solution suites addressing finance & accounting, human capital management, facilities optimization, and legal management, as
well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Exela is a leader in workflow automation,
attended and unattended cognitive automation, digital mailrooms, print communications, and payment processing, with deployments across
the globe. Through cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 15,000 employees operating
in 21 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.
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