| (a)(1)(A)* | | | Offer to Exchange, dated April 18, 2022 | |
| (a)(1)(B)* | | | Letter of Transmittal for Common Stock Offer | |
| (a)(1)(C)* | | | Letter of Transmittal for Preferred Stock Offer | |
| (a)(1)(D)* | | | Notice of Guaranteed Delivery for Common Stock Offer | |
| (a)(1)(E)* | | | Notice of Guaranteed Delivery for Preferred Stock Offer | |
| (a)(1)(F)* | | | Form of Summary Advertisement, dated April 18, 2022 | |
| (a)(1)(G)* | | | Letter to Broker for Common Stock Offer | |
| (a)(1)(H)* | | | Letter to Broker for Preferred Stock Offer | |
| (a)(1)(I)* | | | Letter to Client for Common Stock Offer | |
| (a)(1)(J)* | | | Letter to Client for Preferred Stock Offer | |
| (a)(1)(K)** | | | Form of Certificate of Designations, Preferences, Rights and Limitations of Series B1 Cumulative Convertible Perpetual Preferred Stock | |
| (a)(5)(A)* | | | Press Release issued by the Company, dated April 18, 2022 | |
| (a)(6)(A)* | | | Exela Webpage | |
| 107* | | | Filing Fee Table | |
| | | | Exela Technologies, Inc. | | |||
| | | | By: | | |
/s/ Erik Mengwall
Name:
Erik Mengwall
|
|
| | | | | | |
Title:
Secretary
|
|
| (a)(1)(A)* | | | Offer to Exchange, dated April 18, 2022 | |
| (a)(1)(B)* | | | | |
| (a)(1)(C)* | | | | |
| (a)(1)(D)* | | | | |
| (a)(1)(E)* | | | | |
| (a)(1)(F)* | | | Form of Summary Advertisement, dated April 18, 2022 | |
| (a)(1)(G)* | | | | |
| (a)(1)(H)* | | | | |
| (a)(1)(I)* | | | | |
| (a)(1)(J)* | | | | |
| (a)(1)(K)** | | | Form of Certificate of Designations, Preferences, Rights and Limitations of Series B1 Cumulative Convertible Perpetual Preferred Stock | |
| (a)(5)(A)* | | | Press Release issued by the Company, dated April 18, 2022 | |
| (a)(6)(A)* | | | | |
| 107* | | | |
| |
THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 16, 2022, UNLESS EXTENDED BY THE COMPANY (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”).
If you hold your stock through a broker or other nominee, the broker or other nominee will likely have an earlier deadline by which you must give them instructions. Each brokerand nominee is different and you must follow the applicable requirements and deadlines of your broker or nominee.
|
| |
For Each:
|
| |
Consideration to be Received:
|
|
20 shares of Common Stock | | | 1 share of Series B1 Preferred Stock, with a liquidation preference equal to $25.00 | |
1 share of Series B Preferred Stock | | | 1 share of Series B1 Preferred Stock plus an amount in cash equal to the accrued and unpaid dividends on the Series B Preferred Stock through the date of issuance of the Series B1 Preferred Stock | |
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Brokerage Firm
|
| |
Contact Information
|
|
TD Ameritrade | | | Call 1-888-723-8504, option 1 | |
Robinhood | | | https://robinhood.com/us/en/support/articles/how-to-contact-phone-support/ or https://robinhood.com/contact | |
Fidelity | | | https://digital.fidelity.com/ftgw/digital/corporate-actions/ | |
E*Trade | | | Call 1-800-387-2331 | |
Charles Schwab | | |
https://client.schwab.com/Accounts/EReorg/eReOrgActiveAccountOffers.aspx
Call 1-800-435-4000
|
|
Sofi Invest | | |
Chat with Invest Support — https://www.sofi.com/chat/v1/web/sofi/?product=invest
Call 1 — (855) 525-7634
|
|
eToro | | | https://www.etoro.com/en-us/customer-service/ | |
For Each:
|
| |
Consideration to be Received:
|
|
20 shares of Common Stock | | |
1 share of Series B1 Preferred Stock, with a liquidation preference equal to $25.00
|
|
1 share of Series B Preferred Stock | | |
1 share of Series B1 Preferred stock plus an amount in cash equal to the accrued and unpaid dividends on the Series B Preferred Stock through the date of issuance of the Series B1 Preferred Stock
|
|
Name
|
| |
Position
|
|
Board of Directors | | | | |
Par S. Chadha | | | Director, Executive Chairman | |
Ronald C. Cogburn | | | Director, Chief Executive Officer | |
Martin P. Akins | | | Director | |
Marc A. Beilinson | | | Director | |
Sharon Chadha | | | Director | |
J. Coley Clark | | | Director | |
John H. Rexford | | | Director | |
James G. Reynolds | | | Director | |
William L. Transier | | | Director | |
Executive Officers | | | | |
Shrikant Sortur | | | Chief Financial Officer | |
Suresh Yannamani | | | President | |
Mark D. Fairchild | | | President, Exela Smart Office | |
Srini Murali | | | President, Americas and APAC | |
Vitalie Robu | | | President, EMEA | |
Name of Individual
|
| |
Ownership
|
| |
Class(1)
|
| |
Class
Post-Offer(1) |
| |||||||||
Par S. Chadha(2)(3)
|
| | | | 11,852,840 | | | | | | 2.4% | | | | | | 3.1% | | |
Ronald C. Cogburn(3)(4)
|
| | | | 154,652 | | | | | | * | | | | | | * | | |
James G. Reynolds(3)(5)
|
| | | | 1,168,032 | | | | | | * | | | | | | * | | |
Martin P. Akins(3)
|
| | | | 240,760 | | | | | | * | | | | | | * | | |
J. Coley Clark(3)
|
| | | | 204,497 | | | | | | * | | | | | | * | | |
John H. Rexford(3)
|
| | | | 212,710 | | | | | | * | | | | | | * | | |
William L. Transier(3)
|
| | | | 163,834 | | | | | | * | | | | | | * | | |
Marc A. Beilinson(3)
|
| | | | 225,166 | | | | | | * | | | | | | * | | |
Shrikant Sortur(3)
|
| | | | 116,708 | | | | | | * | | | | | | * | | |
Sharon Chadha(3)
|
| | | | 11,852,840 | | | | | | 2.4% | | | | | | 3.1% | | |
All directors, named executive officers and other executive officers as a group (14 persons)
|
| | | | 14,930,703 | | | | | | 3.1% | | | | | | 3.9% | | |
Name of Individual
|
| |
Ownership
|
| |
Class(1)
|
| |
Class
Post-Offer(2) |
| |||||||||
Par S. Chadha(3)
|
| | | | 76,408 | | | | | | 8.5% | | | | | | 100% | | |
Ronald C. Cogburn(4)
|
| | | | 1,706 | | | | | | * | | | | | | 100% | | |
James G. Reynolds(5)
|
| | | | 2,500 | | | | | | * | | | | | | 100% | | |
Martin P. Akins
|
| | | | 1,270 | | | | | | * | | | | | | 100% | | |
J. Coley Clark
|
| | | | 1,131 | | | | | | * | | | | | | 100% | | |
John H. Rexford
|
| | | | 1,250 | | | | | | * | | | | | | 100% | | |
William L. Transier
|
| | | | 2,000 | | | | | | * | | | | | | 100% | | |
Marc A. Beilinson
|
| | | | 1,425 | | | | | | * | | | | | | 100% | | |
Shrikant Sortur
|
| | | | 1,366 | | | | | | * | | | | | | 100% | | |
Sharon Chadha(3)
|
| | | | 76,408 | | | | | | 8.5% | | | | | | 100% | | |
All directors, named executive officers and other executive officers as a group (14 persons)
|
| | | | 93,196 | | | | | | 10.4% | | | | | | 100% | | |
|
CP1 = CP0 ×
|
| |
OS0
OS1
|
|
|
Common Stock
|
| |
Series B1 Preferred Stock
|
|
|
Ranking
|
| |||
| In any liquidation or bankruptcy of the Company, Common Stock would rank below all claims against us by holders of any of our indebtedness and by the holders of any class of Preferred Stock. Holders of our Common Stock would not be entitled to receive any payment or other distribution of assets upon the liquidation or bankruptcy of the Company until after our obligations to creditors and the liquidation preference of our classes of Preferred Stock have been satisfied in full. | | | In any liquidation or bankruptcy of the Company, Series B1 Preferred Stock would rank below all claims against us by holders of any of our indebtedness and by the holders of any senior class of Preferred Stock. Holders of our Series B1 Preferred Stock would not be entitled to receive any payment or other distribution of assets upon the liquidation or bankruptcy of the Company until after our obligations to creditors and the liquidation preference of the senior classes of Preferred Stock have been satisfied in full. | |
|
Voting Rights
|
| |||
| At every meeting of the stockholders of the Company in connection with the election of directors and all other matters submitted to a vote of stockholders, every holder of shares of Common Stock is entitled to one vote in person or by proxy for each share of Common Stock registered in the name of the holder on the transfer books of the Company. | | |
At every meeting of the stockholders of the Company in connection with the election of directors and all other matters submitted to a vote of stockholders, every holder of shares of Series B1 Preferred Stock is entitled to a number of votes in person or by proxy for each share of Common Stock registered in the name of the holder on the transfer books of the Company equal to the whole number of shares of Common Stock into which Such Class B1 Preferred Stock is then convertible.
In addition, if dividends on our Series B1 Preferred Stock are in arrears for eight or more consecutive quarterly periods (which we refer to as a preferred dividend default), holders of shares of our Series B1 Preferred Stock (voting together as a class with the holders of all other classes or series of voting preferred stock whose voting rights are then exercisable) will be entitled to vote for the election of one additional director to serve on our board of directors (which we refer to as preferred stock director), until all unpaid and accumulated dividends on our Series B1 Preferred Stock and any other class or series of voting preferred stock whose voting rights are then exercisable have been paid or declared and a sum sufficient for payment is set aside for such payment.
|
|
|
Common Stock
|
| |
Series B1 Preferred Stock
|
|
|
Dividends/Distributions
|
| |||
| Holders of Common Stock, are entitled to receive dividends if and when declared by our Board of Directors. | | | Holders of Series B1 Preferred Stock, are entitled to dividends that will accrue daily, will be cumulative from and will be payable quarterly in arrears commencing on the date of original issuance when, as and if declared by our board of directors. Subject to the preferential rights of the holders of any class or series of our capital stock ranking senior to the Series B1 Preferred Stock (including our currently outstanding Series A Preferred Stock) with respect to dividend rights, holders of shares of our Series B1 Preferred Stock (i) are entitled to receive, when, as and if authorized by our board of directors and declared by us out of funds legally available for the payment of dividends, cumulative dividends at the rate of 6.00% per annum of the $25.00 liquidation preference per share of our Series B1 Preferred Stock, at the option of the Company, payable in cash or Common Stock valued at the Five-Day VWAP as of the second business day prior to the applicable dividend payment date and (ii) will participate in any dividend or distribution of cash or other property paid in respect of our Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion price that will be described in the Certificate of Designations), as if all shares of Series B1 Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution. | |
|
Listing
|
| |||
| The Common Stock trades on The Nasdaq Capital Market, under the ticker symbol “XELA”. | | | We intend to file an application to list the Series B1 Preferred Stock on the Nasdaq Capital Market under the symbol “XelaB”. | |
|
Series B Preferred Stock
|
| |
Series B1 Preferred Stock
|
|
|
Ranking
|
| |||
| In any liquidation or bankruptcy of the Company, Series B Preferred Stock would rank below all claims against us by holders of any of our indebtedness and by the holders of any senior class of Preferred Stock. Holders of our Series B Preferred Stock would not be entitled to receive any payment or other distribution of assets upon the liquidation or bankruptcy of the Company until after our obligations to creditors and the liquidation preference of the senior classes of Preferred Stock have been satisfied in full. | | | The Series B1 Preferred Stock ranks senior the Series B Preferred Stock. In any liquidation or bankruptcy of the Company, Series B1 Preferred Stock would rank below all claims against us by holders of any of our indebtedness and by the holders of any senior class of Preferred Stock. Holders of our Series B1 Preferred Stock would not be entitled to receive any payment or other distribution of assets upon the liquidation or bankruptcy of the Company until after our obligations to creditors and the liquidation preference of the senior classes of Preferred Stock have been satisfied in full. | |
|
Voting Rights
|
| |||
| General. Holders of the Series B Preferred Stock do not generally have voting rights | | | General. At every meeting of the stockholders of the Company in connection with the election of directors and all other matters submitted to a vote of stockholders, every holder of shares of Series B1 Preferred Stock is entitled to a number of votes in person or by proxy for each share of Common Stock registered in the name of the holder on the transfer books of the Company equal to the whole number of shares of Common Stock into which Such Class B1 Preferred Stock is then convertible. | |
| Dividend Arrearages. If dividends on our Series B Preferred Stock are in arrears for eight or more consecutive quarterly periods (which we refer to as a preferred dividend default), holders of shares of our Series B Preferred Stock (voting together as a class with the holders of all other classes or series of voting preferred stock whose voting rights are then exercisable) will be entitled to vote for the election of one additional director to serve on our board of directors (which we refer to as preferred stock director), until all unpaid and accumulated dividends on our Series B Preferred Stock and any other class or series of voting preferred stock whose voting rights are then exercisable have been paid or declared and a sum sufficient for payment is set aside for such payment. | | | Dividend Arrearages. In addition, if dividends on our Series B1 Preferred Stock are in arrears for eight or more consecutive quarterly periods (which we refer to as a preferred dividend default), holders of shares of our Series B1 Preferred Stock (voting together as a class with the holders of all other classes or series of voting preferred stock whose voting rights are then exercisable) will be entitled to vote for the election of one additional director to serve on our board of directors (which we refer to as preferred stock director), until all unpaid and accumulated dividends on our Series B1 Preferred Stock and any other class or series of voting preferred stock whose voting rights are then exercisable have been paid or declared and a sum sufficient for payment is set aside for such payment. | |
|
Series B Preferred Stock
|
| |
Series B1 Preferred Stock
|
|
|
Dividends/Distributions
|
| |||
| Holders of Series B Preferred Stock, are entitled to dividends that will accrue daily, will be cumulative from and will be payable quarterly in arrears commencing on the date of original issuance when, as and if declared by our board of directors. Subject to the preferential rights of the holders of any class or series of our capital stock ranking senior to the Series B Preferred Stock (including our currently outstanding Series A Preferred Stock) with respect to dividend rights, holders of shares of our Series B Preferred Stock (i) are entitled to receive, when, as and if authorized by our board of directors and declared by us out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 6.00% per annum of the $25.00 liquidation preference per share of our Series B Preferred Stock, and (ii) will participate in any dividend or distribution of cash or other property paid in respect of our Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion price that will be described in the Certificate of Designations), as if all shares of Series B Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution. | | | Same as Series B Preferred Stock, except that with respect to the dividends described in clause (i). such dividends may, at the option of the Company, be paid in cash or Common Stock valued at the Five-Day VWAP as of the second business day prior to the applicable dividend payment date. | |
|
Listing
|
| |||
| The Series B Preferred Stock began trading on The Nasdaq Capital Market under the symbol “XelaP” on March 23, 2022. | | | We intend to file an application to list the Series B1 Preferred Stock on the Nasdaq Capital Market under the symbol “XelaB”. | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
| | |
(In thousands)
|
| | ||||||||
Statement of Operations Data: | | | | | | | | | | | | | |
Revenue
|
| | | $ | 1,292,562 | | | | | $ | 1,166,606 | | |
Cost of revenue (exclusive of depreciation and amortization)
|
| | | | 1,023,544 | | | | | | 889,095 | | |
Selling, general and administrative expenses (exclusive of depreciation and amortization)
|
| | | | 186,104 | | | | | | 169,781 | | |
Depreciation and amortization
|
| | | | 93,953 | | | | | | 77,150 | | |
Impairment of goodwill and other intangible assets
|
| | | | — | | | | | | — | | |
Related party expense
|
| | | | 5,381 | | | | | | 9,191 | | |
Operating (loss) income
|
| | | | (16,420) | | | | | | 21,389 | | |
Other expense (income), net: | | | | | | | | | | | | | |
Interest expense, net
|
| | | | 173,878 | | | | | | 168,048 | | |
Debt modification and extinguishment costs (gain)
|
| | | | 9,589 | | | | | | (16,689) | | |
Sundry expense (income), net
|
| | | | (153) | | | | | | 363 | | |
Other expense (income), net
|
| | | | (34,788) | | | | | | 401 | | |
Net (loss) income before income taxes
|
| | | | (164,946) | | | | | | (130,734) | | |
Income tax (expense) benefit
|
| | | | (13,584) | | | | | | (11,656) | | |
Net (loss)
|
| | | $ | (178,530) | | | | | $ | (142,390) | | |
Other Financial Data: | | | | | | | | | | | | | |
EBITDA(1) | | | | | 102,885 | | | | | | 114,464 | | |
Adjusted EBITDA(1)
|
| | | | 173,545 | | | | | | 173,284 | | |
Statement of Cash Flows Data: | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities
|
| | | | (29,781) | | | | | | (111,534) | | |
Net cash provided by (used in) investing activities
|
| | | | 21,438 | | | | | | (9,261) | | |
Net cash provided by (used in) financing activities
|
| | | | 63,362 | | | | | | 98,651 | | |
Statement of Comprehensive Income Data: | | | | | | | | | | | | | |
Net (loss)
|
| | | | (178,530) | | | | | | (142,390) | | |
Foreign currency translation adjustment
|
| | | | (90) | | | | | | (44) | | |
Unrealized pension actuarial gains (losses), net of tax
|
| | | | (9,005) | | | | | | 6,118 | | |
Total other comprehensive loss, net of tax
|
| | | | (187,625) | | | | | | (136,316) | | |
Loss per share: | | | | | | | | | | | | | |
Basic
|
| | | | (3.66) | | | | | | (1.22) | | |
Diluted
|
| | | | (3.66) | | | | | | (1.22) | | |
Book value per share | | | | | | | | | | | | | |
Balance Sheet Data: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 68,221 | | | | | | 20,775 | | |
Accounts receivable, net of allowance for doubtful accounts
|
| | | | 206,868 | | | | | | 184,102 | | |
Total assets
|
| | | | 1,157,779 | | | | | | 1,037,023 | | |
Long-term debt, net of current maturities
|
| | | | 1,498,004 | | | | | | 1,104,399 | | |
Total liabilities
|
| | | | 2,084,311 | | | | | | 1,703,795 | | |
Total stockholders’ deficit
|
| | | | (926,532) | | | | | | (666,772) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
| | |
(In millions)
|
| | | | | | | |||
Net loss
|
| | | $ | (178.5) | | | | | $ | (142.4) | | |
Taxes
|
| | | | 13.6 | | | | | | 11.7 | | |
Interest expense
|
| | | | 173.9 | | | | | | 168.0 | | |
Depreciation and amortization
|
| | | | 94.0 | | | | | | 77.2 | | |
EBITDA | | | | | 102.9 | | | | | | 114.5 | | |
Optimization and restructuring expenses(a)
|
| | | | 45.6 | | | | | | 22.3 | | |
Transaction and integration costs(b)
|
| | | | 16.6 | | | | | | 15.9 | | |
Non-cash equity compensation(c)
|
| | | | 2.8 | | | | | | 3.9 | | |
Other charges, including non-cash(d)
|
| | | | 26.2 | | | | | | 32.5 | | |
Loss / (gain) on sale of assets(e)
|
| | | | 0.1 | | | | | | (2.8) | | |
Loss / (gain) on business disposals(f)
|
| | | | (44.6) | | | | | | 1.3 | | |
Debt modification and extinguishment costs (gain)(g)
|
| | | | 9.6 | | | | | | (16.7) | | |
Loss / (gain) on derivative instruments(h)
|
| | | | 0.4 | | | | | | (0.9) | | |
Contract costs(i)
|
| | | | 4.3 | | | | | | 4.3 | | |
Dissenting shareholders expense (relating to the appraisal action)(j)
|
| | | | — | | | | | | — | | |
Litigation reserve(k)
|
| | | | 9.6 | | | | | | (0.9) | | |
Impairment of goodwill and other intangible assets(l)
|
| | | | — | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | 173.6 | | | | | $ | 173.3 | | |
| | |
As of December 31, 2021
|
| |||||||||||||||
Balance Sheet ($’s in thousands)
|
| |
Actual
|
| |
Adjustment
|
| |
As Adjusted
|
| |||||||||
Cash and cash equivalents
|
| | | | 20,775 | | | | | | (7,500) | | | | | | 13,275 | | |
Accounts receivable, net of allowance for doubtful accounts
|
| | | | 184,102 | | | | | | — | | | | | | 184,102 | | |
Total assets
|
| | | | 1,037,023 | | | | | | (7,500) | | | | | | 1,029,523 | | |
Long-term debt, net of current maturities
|
| | | | 1,104,399 | | | | | | — | | | | | | 1,104,399 | | |
Total liabilities
|
| | | | 1,703,795 | | | | | | — | | | | | | 1,703,795 | | |
Total stockholders’ (deficit) equity
|
| | | | (666,772) | | | | | | (7,500) | | | | | | (674,272) | | |
| | |
For the twelve months ended December 31, 2021
|
| | | | | | | |||||||||||||||
Statement of Comprehensive Income and EPS ($’s in thousands
except per share amounts) |
| |
Actual
|
| |
Adjustment
|
| |
As Adjusted
|
| | | |||||||||||||
Net loss
|
| | | | (142,390) | | | | | | — | | | | | | (142,390) | | | | | ||||
Other comprehensive income (loss), net of tax
|
| | | | | | | | | | | | | | | | | | | | | ||||
Foreign currency translation adjustments
|
| | | | (44) | | | | | | — | | | | | | (44) | | | | | ||||
Unrealized pension actuarial gains (losses), net of tax
|
| | | | 6,118 | | | | | | — | | | | | | 6,118 | | | | | ||||
Total other comprehensive loss, net of tax
|
| | | | (136,316) | | | | | | — | | | | | | (136,316) | | | | | ||||
Loss per share: | | | | | | | |||||||||||||||||||
Basic
|
| | | | (1.22) | | | | | | nm(1) | | | | | | nm(1) | | | | | ||||
Diluted
|
| | | | (1.22) | | | | | | nm(1) | | | | | | nm(1) | | | | | ||||
Shares outstanding at 12/31
|
| | | | 265,194,961 | | | | | | (100,000,000) | | | | | | 165,194,961 | | | | | ||||
Total stockholders’ (deficit) equity
|
| | | | (666,772,000) | | | | | | (7,500,000) | | | | | | (674,272,000) | | | | | ||||
Book value per share
|
| | | | (2.51) | | | | | | | | | | | | (4.08) | | | | |
Period
|
| |
Low
|
| |
High
|
| ||||||
First Quarter 2020
|
| | | $ | 0.26 | | | | | $ | 1.62 | | |
Second Quarter 2020
|
| | | $ | 0.37 | | | | | $ | 2.61 | | |
Third Quarter 2020
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| | | $ | 0.99 | | | | | $ | 2.27 | | |
Fourth Quarter 2020
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| | | $ | 1.03 | | | | | $ | 1.94 | | |
First Quarter 2021
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| | | $ | 1.20 | | | | | $ | 7.79 | | |
Second Quarter 2021
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| | | $ | 1.24 | | | | | $ | 3.11 | | |
Third Quarter 2021
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| | | $ | 1.79 | | | | | $ | 5.44 | | |
Fourth Quarter 2021
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| | | $ | 0.86 | | | | | $ | 2.38 | | |
First Quarter 2022
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| | | $ | 0.35 | | | | | $ | 0.95 | | |
Second Quarter 2022 (through April 15)
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| | | $ | 0.35 | | | | | $ | 0.48 | | |
Period
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First Quarter 2022 (from March 23)
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| | | $ | 9.25 | | | | | $ | 12.50 | | |
Second Quarter 2022 (through April 15)
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| | | $ | 7.80 | | | | | $ | 10.79 | | |
| | THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 16, 2022, UNLESS EXTENDED BY THE COMPANY (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). | | |
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Dated: , 2022 |
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SUBSTITUTE
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| | PART 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW | | | Social Security Number or Employer Identification Number | |
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Form W-9
Department of the Treasury, Internal Revenue Service |
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| Payer’s Request | | | PART 2 — CERTIFICATION. — Under penalties of perjury, I certify that: | | | | |
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For Taxpayer Identification Number (“TIN”)
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(1)
The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
(2)
I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTION — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 below.
Part 3
Awaiting TIN ☐
Part 4
Exempt TIN ☐
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Signature
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Date
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| By Facsimile Transmission for | | | By Registered or Certified Mail: | | | By Hand Delivery or Overnight Courier: | |
| Eligible Institutions Only: (212) 616-7610 | | | | | | | |
| For Confirmation of Receipt Only: (212) 509-4000 ext. 536 | | | Continental Stock Transfer & Trust Company | | | Continental Stock Transfer & Trust Company | |
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1 State Street — 30th Floor
Attn: Reorg
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1 State Street — 30th Floor
Attn: Reorg
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| | | | New York, New York 10004 | | | New York, New York 10004 | |
| | THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 16, 2022, UNLESS EXTENDED BY THE COMPANY (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). | | |
| Name of Tendering Institution: | | |
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Daytime Area Code and Telephone Number:
Dated: , 2022 |
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SUBSTITUTE
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| | PART 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW | | | Social Security Number or Employer Identification Number | |
|
Form W-9
Department of the Treasury, Internal Revenue Service |
| | | | | | |
| Payer’s Request | | | PART 2 — CERTIFICATION. — Under penalties of perjury, I certify that: | | | | |
|
For Taxpayer Identification Number (“TIN”)
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(1)
The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
(2)
I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTION — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 below.
Part 3
Awaiting TIN ☐
Part 4
Exempt TIN ☐
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| | | | Signature: | | | Date: | |
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Signature
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Date
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| By Facsimile Transmission for | | | By Registered or Certified Mail: | | | By Hand Delivery or Overnight Courier: | |
| Eligible Institutions Only: (212) 616-7610 | | | | | | | |
| For Confirmation of Receipt Only: (212) 509-4000 ext. 536 | | | Continental Stock Transfer & Trust Company | | | Continental Stock Transfer & Trust Company | |
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1 State Street — 30th Floor
Attn: Reorg
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1 State Street — 30th Floor
Attn: Reorg
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THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 16, 2022, UNLESS EXTENDED BY EXELA (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”).
IF YOU HOLD YOUR STOCK THROUGH A BROKER OR OTHER NOMINEE, THE BROKER OR OTHER NOMINEE WILL LIKELY HAVE AN EARLIER DEADLINE BY WHICH YOU MUST GIVE THEM INSTRUCTIONS. EACH BROKER AND NOMINEE IS DIFFERENT AND YOU MUST FOLLOW THE APPLICABLE REQUIREMENTS AND DEADLINES OF YOUR BROKER OR NOMINEE.
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Signature(s): |
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Print Name(s) here: |
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(Print Address(es)): |
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(Area Code and Telephone Number(s)): |
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(Taxpayer Identification or Social Security Number(s)): |
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Signature(s): |
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Print Name(s) here: |
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(Print Address(es)): |
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(Taxpayer Identification or Social Security Number(s)): |
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Exhibit (a)(5)A)
Exela Technologies Announces Share Buyback of up to 100 Million Shares of Common Stock at $1.25 per Share Through Exchange Offer for New Class of Preferred Stock
● | Shareholders can exchange blocks of 20 shares of common stock into a $25 liquidation preference, 6% cumulative dividend, voting, convertible preferred stock |
● | $25 liquidation preference represents a 257% premium to the closing share price of $0.35 on April 15, 2022 on a per share of common stock equivalent basis |
● | Shares tendered will be retired, reducing share count by approximately 20.6% |
● | Holders of Series B Preferred Stock will also be entitled to exchange their shares for an equivalent number of shares of the new class of preferred stock plus a cash payment equal to accrued but unpaid dividends |
● | For record holders of stock the expiration time of the offer is 11:59 p.m. on May 16, 2022. |
● | Shareholders who hold their stock through a broker or other nominee will likely have an earlier deadline by which they must instruct their broker or nominee to tender. Each broker and nominee is different and shareholders must follow the applicable requirements and deadlines of their broker or nominee. |
IRVING, Texas, April 18, 2022 (GLOBE NEWSWIRE) -- Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA), announced today that it has commenced an offer (the “Offer”) to holders of Exela’s outstanding shares of common stock (the “Common Stock”), to exchange up to 100,000,000 shares of Common Stock for up to $125,000,000 aggregate liquidation preference of its 6.00% Series B1 Cumulative Convertible Perpetual Preferred Stock (“Series B1 Preferred Stock”), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B1 Preferred Stock having a liquidation preference of $25.00 per share of Series B1 Preferred Stock (an effective price of $1.25 per share of Common Stock). Exela is also offering to exchange all of the outstanding 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”) for Series B1 Preferred Stock, with each share of Series B Preferred Stock being exchangeable in the Offer for one share of Series B1 Preferred Stock and an amount in cash equal to the accrued but unpaid dividends on the Series B Preferred Stock through the date of issue of the Series B1 Preferred Stock.
If Common Stock or Series B Preferred Stock tendered is freely tradable, the Series B1 Preferred Stock received in the exchange will be freely tradable. If the Common Stock or Series B Preferred Stock tendered in the exchange is restricted, the Series B1 Preferred Stock will be restricted to the same degree. The Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Exchange dated April 18, 2022, as may be amended or supplemented in accordance with the terms thereof.
Holders of Common Stock who validly tender on or prior to 11:59 p.m., New York City time, on May 16, 2022 (unless extended, the “Expiration Date”), will receive for each 20 shares of Common Stock tendered, one share of Series B1 Preferred Stock with a liquidation preference of $25.00. The maximum number of shares of Common Stock that may be exchanged into Series B1 Preferred Stock in the Common Stock Offer is 100,000,000. If the number of shares of Common Stock designated by all tendering holders of shares of Common Stock making valid tender exceeds 100,000,000, then all tenders will be accepted on a pro rata basis such that the aggregate liquidation preference of Series B1 Preferred Stock issued in exchange for Common Stock does not exceed $125,000,000. Holders of Common Stock who validly tender on or prior to the Expiration Date (unless extended), will receive for each share of Series B Preferred Stock tendered, one share of Series B1 Preferred Stock, plus a cash payment equal to accrued but unpaid dividends on the Series B Preferred Stock through the date of issue of the Series B1 Preferred Stock. There is no maximum size of the Preferred Stock Offer and Exela will accept all shares of Series B Preferred Stock validly tendered for exchange pursuant to the Preferred Stock Offer.
Shareholders who hold their shares through a brokerage firm (e.g., Schwab, TD Ameritrade, Fidelity, Robinhood, etc.), should contact their brokerage firm and follow the brokerage firm’s procedures for instructing the broker to tender shares of Common Stock. Because it may take some time for the broker to process instructions, shareholders should contact their broker far enough in advance of the Expiration Date to enable the broker to timely follow the tender instructions and ensure they meet any earlier deadlines set by their broker.
- 2 -
Consummation of the Offer is subject to the satisfaction or waiver of certain conditions; however, there is no minimum number of shares of Common Stock that must be tendered in the Offer. Exela reserves the right, in its sole discretion, to waive or modify any one or more of the conditions to the Offer.
The terms of the Series B1 Preferred Stock will be substantially the same as the terms of the Series B Preferred Stock, except that on all matters submitted to a vote of the stockholders of the Company, the holders of Series B1 Preferred Stock will vote with the Common Stock as a single class, the Company will have the option to pay dividends on the Series B1 Preferred Stock by issuing shares of Common Stock valued at the Five-Day VWAP as of the second business day prior to the applicable dividend payment date, and the Series B1 Preferred Stock will rank senior to the Series B Preferred Stock upon liquidation and in the right to receive dividends. Each share of Series B1 Preferred Stock will have a number of votes equal to the whole number of shares into which such Series B1 Preferred Stock is then convertible.
Exela intends to apply to list the Series B1 Preferred Stock on the Nasdaq Capital Market. If this application is approved, trading in the Series B1 Preferred Stock is expected to commence within a 30-day period after the approval of listing. If the application is not approved, we intend to file an application to admit the Series B1 Preferred Stock for trading on the OTC.
Holders of shares the Series B1 Preferred Stock will be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Company out of funds legally available for the payment of dividends, cumulative dividends at the rate of 6.00% per annum of the $25.00 liquidation preference per share of the Series B1 Preferred Stock, and will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock, in each case subject to the preferential rights of the holders of any class or series of the Company's capital stock ranking senior to the Series B1 Preferred Stock (including the currently outstanding Series A Preferred Stock) with respect to dividend rights. Dividends may be paid in the form of cash or in shares of Common Stock valued at the Five-Day VWAP as of the second business day prior to the applicable dividend payment date.
Documents relating to the Offer may be downloaded at: https://investors.exelatech.com/financial-information/sec-filings, and will be distributed to holders of shares of Common Stock and Series B Preferred Stock who request them from D.F. King & Co., Inc., the information agent for the Offer Banks and Brokers, Call Collect: (212) 269-5550; all others, call toll-free: (888) 644-6071 or visit https://to.exelatech.com/ for this purpose.
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the Series B1 Preferred Stock or any other securities. The Offer is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Series B1 Preferred Stock will be made only by means of the Offer to Exchange.
- 3 -
The complete terms and conditions of the Offer are set forth in the Offer to Exchange and related letter of transmittal that is being furnished to holders of Common Stock and Series B Preferred Stock and also filed with the Securities and Exchange Commission on Schedule TO. Stockholders of Exela are strongly encouraged to read the Schedule TO and related exhibits because they contain important information about the Offer. The Schedule TO and related exhibits will be available without charge at the Securities and Exchange Commission's website at http://www.sec.gov and will be delivered without charge to all shareholders of Exela.
About Exela Technologies
Exela Technologies 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. 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. Utilizing foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry, departmental solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Through cloud-enabled platforms, built on a configurable stack of automation modules, and over 17,000 employees operating in 23 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.
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 the Offer to Exchange and 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.
- 4 -
Investor and/or Media Contacts:
Vincent Kondaveeti
E: vincent.kondaveeti@exelatech.com
Mary Beth Benjamin
E: IR@exelatech.com
- 5 -
| |
• Brokerage Firm |
| | |
• Contact Information
|
| |
| |
TD Ameritrade |
| | |
Call 1-888-723-8504, option 1 https://invest.ameritrade.com/grid/p/site#r=jPage/cgi-bin/apps/u/InboxHome |
| |
| | Robinhood | | | |
https://robinhood.com/us/en/support/articles/how-to-contact-phone-support/ or https://robinhood.com/contact |
| |
| | Fidelity | | | | https://digital.fidelity.com/ftgw/digital/corporate-actions/ | | |
| | E*Trade | | | | Call 1-800-387-2331 | | |
| |
Charles
Schwab |
| | |
https://client.schwab.com/Accounts/EReorg/eReOrgActiveAccountOffers.aspx Call 1-800-435-4000 |
| |
| |
Sofi Invest |
| | |
Chat with Invest Support — https://www.sofi.com/chat/v1/web/sofi/?product=invest Call 1-(855) 525-7634 |
| |
| | eToro | | | | https://www.etoro.com/en-us/customer-service/ | | |
Exhibit 107
EX-FILING FEES
Calculation of Filing Fee Tables
Schedule
TO
(Form Type)
Exela
Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 to Paragraph (a)(7)
Transaction Valuation | Fee rate | Amount of Filing Fee** | ||||||||||
Fees to Be Paid | $ | 44,904,879.84 | * | .00927 | % | $ | 4,162.68 | |||||
Fees Previously Paid | $ | 44,904,879.84 | * | $ | 0 | |||||||
Total Transaction Valuation | $ | 44,904,879.84 | * | |||||||||
Total Fees Due for Filing | $ | 4,162.68 | ||||||||||
Total Fees Previously Paid | $ | 0 | ||||||||||
Total Fee Offsets | $ | 0 | ||||||||||
Net Fee Due | $ | 4,162.68 |
* | Estimated solely for purposes of calculating the amount of the filing fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the sum of (a): the product of (i) $0.37, the average of the high and low prices per share of the Issuer’s Common Stock on April 13, 2022 as reported on The Nasdaq Capital Market and (ii) 100,000,000, the estimated number of shares of Common Stock to be exchanged in the transaction, and (b): the product of (i) $8.78, the average of the high and low prices per share of the Issuer’s Series B Preferred Stock on April 13, 2022 as reported on The Nasdaq Capital Market and (ii) 900,328, the estimated number of shares of Series B Preferred Stock to be exchanged in the transaction. |
** | The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and the Fee Rate Advisory #1 for Fiscal Year 2022, issued August 23, 2021, by multiplying the transaction value by 0.0000927. |