Exela Technologies, Inc. Announces Termination of Offer of
IRVING, Texas, November 19, 2021 (GLOBE NEWSWIRE) – Exela Technologies, Inc. (âExelaâ or the âCompanyâ) (NASDAQ: XELA) today announced that the offering of certain of its subsidiaries (the â Issuers’) to buy and exchange their outstanding term loans has been terminated, effective immediately. The current offer by some of its subsidiaries to purchase and exchange (the âExchange Offerâ) their existing guaranteed notes maturing in 2023 (the âOld Notesâ) remains in full force, except that protections will be added to the New Notes (as defined below) for the benefit of investors, including that, notwithstanding any other provision, (i) a subsidiary guarantor of the New Bonds will not be released from its collateral simply because it ceases to be a wholly-owned subsidiary, (ii) the Issuers and their subsidiaries will not transfer material intellectual property rights to an unrestricted subsidiary, and (iii) the subordination of the privileges securing the New Notes and the related subsidiary guarantees will require the consent of each relevant holder of New Notes.
The Early Offer Time remains 11:59 p.m. New York time on November 24, 2021 (the âEarly Offer Timeâ) with respect to the Exchange Offer previously announced by certain of its subsidiaries for old banknotes, as described in the offering memorandum. and the supplement to the offering memorandum (as defined below).
As of November 18, 2021, approximately $ 318.9 million, or 34.1%, of Old Outstanding Securities have been tendered for exchange under the Exchange Offer (excluding Old Securities held by Issuers or affiliates).
Therefore, Old Notes validly deposited and not validly withdrawn on or before the Early Deposit Time will still be eligible to receive $ 900 in cash per $ 1,000 of principal on the Old Notes, up to a maximum amount of $ 225 million in cash (excluding accrued interest).
Since the cash offer is already oversubscribed, Old Securities validly deposited and not validly withdrawn by the Early Offer Time at the latest will be accepted in cash on a pro rata basis (as a single class). The remainder of the Old Bonds validly tendered and not validly withdrawn by the Early Offer Time at the latest and not accepted in cash will be exchanged for the Senior Secured Bonds of 11.500% of the Issuers maturing in 2026 (the âNew Bonds â) on the basis of a principal amount of $ 1,000 of the New Notes for each $ 1,000 principal amount of the Old Notes outstanding. The Company expects settlement of the Exchange Offer to occur promptly after the expiration time of 11:59 p.m. New York time on November 24, 2021.
The deadline for validly withdrawing offers from the Old Notes has passed and has not been extended.
The exchange offer and the solicitation of consent are being made on the terms and conditions set out in the confidential offering memorandum and the solicitation of consent statement, dated October 27, 2021, supplemented by the supplement to the offering memorandum. n Â° 1, dated November 19, 2021 (the âSupplement to the Offer Memorandumâ), relating to the old banknotes. Capitalized terms used but not defined in this press release have the respective meanings assigned to those terms in the offering memorandum.
Available documents and other details
The documents relating to the Exchange Offer and the Consent Solicitation are available for certain holders of Old Notes. The Offer Memorandum will only be distributed to eligible holders of the Old Securities who complete and return an eligibility form confirming that they are either a âqualified institutional buyerâ under Rule 144A of the Securities Act of 1933, as whether or not amended (the âSecurities Actâ) to a âUS personâ under Regulation S of the Securities Act for the purposes of applicable securities laws. Holders of Old Titles who wish 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 email to [email protected] or by calling DF King & Co., Inc., the information agent for the Exchange Offer and Consent Solicitation, at (888) 644-6071 (toll free in the United States ) or at (212) 269-5550 (collection).
The New Bonds will not be registered under the Securities Act or any other applicable securities law and, unless so registered, the New Bonds may not be offered, sold, pledged or otherwise transferred. in the United States or in or on behalf of a United States state. person, except under an exemption from the registration requirements of that person. Accordingly, New Notes are only offered and issued to (i) persons reasonably considered to be âqualified institutional buyersâ (as defined in Rule 144A of the Securities Act) and (ii) to non-US persons who are located outside of the United States. States (as defined in Regulation S under the Securities Act). Non-U.S. Individuals may also be subject to additional eligibility criteria.
The full terms and conditions of the Exchange Offer and the Consent Solicitation are set out in the Offering Memorandum. This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the New Bonds. The Exchange Offer is only made pursuant to the Offer Memorandum. The exchange offer is not made to holders of any jurisdiction in which the achievement or acceptance thereof would not comply with securities laws, blue sky or other laws of that jurisdiction. jurisdiction.
Caution Regarding Forward-Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by such words. that “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek” “,” continue “,” future “,” will “,” expect “,” prospect “or other similar words, phrases or expressions. These forward-looking statements include statements about 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, but not limited to those discussed under âRisk Factorsâ in Exela’s annual report on Form 10-K, the reports quarterly on Form 10-Q and other securities deposits. In addition, forward-looking statements provide Exela’s expectations, plans or forecasts regarding future events and opinions as of the date of this communication. Exela anticipates that subsequent events and developments will cause Exela’s valuations to change. These forward-looking statements should not be taken as representing Exela’s valuations as of a date subsequent to the date of this press release.
Exela is a leader in Business Process Automation (BPA), leveraging a global footprint and proprietary technology to deliver digital transformation solutions that improve quality, productivity and the end-user experience. . With decades of experience operating mission-critical processes, Exela serves a growing list of over 4,000 clients in 50 countries, of which over 60% of FortuneÂ® 100. Using core technologies covering information management, workflow automation and integrated communications, Exela’s software and services include suites of multi-industry and departmental solutions dealing with finance and accounting, human capital management and legal management, as well as industry-specific solutions for banking, healthcare, insurance and the public sector. With cloud-enabled platforms, built on a configurable stack of automation modules, and more than 18,000 employees operating in 23 countries, Exela is rapidly deploying integrated technology and operations as a digital travel partner of end to end.
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Marie beth benjamin
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