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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 30, 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 8.01 Other Events.
On June 30,
2023, Exela Technologies, Inc. (“Exela” or the “Company”) issued a press
release announcing the elimination of the early tender time and the initial settlement date with respect to their 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 (the “Consent Solicitation”). In addition, the deadline to validly withdraw
tenders of the Old Notes was also extended to 11:59 p.m., New York City time, on July 7, 2023.
As a result, all holders
who validly tender and do not validly withdraw Old Notes at or prior to 11:59 p.m., New York City time, on July 7, 2023 will be eligible
to receive $800 principal amount of New Notes per $1,000 principal amount of Old Notes.
The terms and
conditions of the Exchange Offer and the Consent Solicitation are set forth in the Issuers’ confidential offering memorandum
and consent solicitation statement, dated June 8, 2023, as supplemented on June 16, 2023 and June 30, 2023. A copy of
the press release announcing the elimination of the early tender time and the initial settlement date and the extension of the
withdrawal deadline with respect to the Exchange Offer and the Consent Solicitation is included as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
The information in this
Current Report on Form 8-K 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: June 30, 2023
Exhibit 99.1
Exela Technologies, Inc.
Announces Elimination of Early Tender Time and Initial Settlement Date
IRVING,
Texas, June 30, 2023 (GLOBE NEWSWIRE) – Exela Technologies, Inc. (“Exela” or the
“Company”) (NASDAQ: XELA) today announced that it has eliminated the early tender time of 5:00 p.m., New York City time,
on June 29, 2023 and the initial settlement date with respect to the previously announced exchange offer (the “Exchange
Offer”) by certain of its subsidiaries for Old Notes as described in the Offering Memorandum (as defined below).
As of 5:00 p.m., New York City time, on June 29, 2023, approximately
$1,270.7 million of outstanding Old Notes were tendered for exchange pursuant to the Exchange Offer.
As a result, the Exchange Offer and the Consent
Solicitation will expire at 11:59 p.m. New York City time on July 7, 2023, unless extended or terminated (the “Expiration
Time”). The Company expects the Final Settlement Date for the Exchange Offer to occur promptly after the Expiration Time. Upon settlement,
Old Notes validly tendered and not validly withdrawn at or prior to the Expiration Time will be exchanged into the Issuers’ new
11.500% First-Priority Senior Secured Notes due 2026 (the “New Notes”) on the basis of $800 principal amount of the New Notes
for each $1,000 principal amount of outstanding Old Notes.
The deadline to validly withdraw tenders of the
Old Notes was also extended to 11:59 p.m., New York City time, on July 7, 2023.
The Exchange Offer and the Consent Solicitation
are being made upon the terms and conditions set forth in the confidential offering memorandum and consent solicitation statement, dated June 8,
2023 (as supplemented on June 16, 2023 and June 30, 2023, the “Offering Memorandum”). Capitalized terms used but
not defined in this press release have the respective meanings ascribed to such terms in the Offering Memorandum.
Available Documents and Other Details
Documents relating to the Exchange Offer and the
Consent Solicitation are available to certain holders of the Old Notes. The Offering Memorandum will only be distributed to eligible holders
of the Old Notes who complete and return an eligibility form confirming that they are either a “qualified institutional buyer”
under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or not a “U.S. person”
under Regulation S under the Securities Act for purposes of applicable securities laws. Holders of the Old Notes who desire to complete
an eligibility form should either visit the website for this purpose at http://www.dfking.com/exela or request instructions
by sending an e-mail to exela@dfking.com or calling D. F. King & Co., Inc., the information agent for the Exchange
Offer and the Consent Solicitation, at (800) 290-6432 (U.S. Toll-free) or (212) 269-5550 (Collect).
The New Notes will not be registered under the
Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise
transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration
requirements thereof. Accordingly, the New Notes are being offered and issued only (i) to persons reasonably believed to be “qualified
institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) to non-U.S. persons who are outside
the United States (as defined in Regulation S under the Securities Act). Non U.S.-persons may also be subject to additional eligibility
criteria.
The complete terms and conditions of the Exchange
Offer and the Consent Solicitation are set forth in the Offering Memorandum. This press release is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offer is only being made pursuant to
the Offering Memorandum. The Exchange Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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. 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 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 enhancing quality, productivity,
and end-user experience.
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