Exela Technologies, Inc. Announces Positive Results and Expiration of Exchange Offer and Consent Solicitation

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GlobeNewswire
2021-12-04

IRVING, Texas, December 03, 2021 (GLOBE NEWSWIRE) – Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA) today announced the expiration and final results of the offering of previously announced exchange (the “Exchange Offer”) that some of its subsidiaries (the “Issuers”) launched on October 27, 2021, as amended on November 19, 2021 and November 26, 2021, to exchange up to 225 millions of dollars in cash and new 11.500% Senior Senior Secured Notes due 2026 (the “New Securities”) for the outstanding 10,000% Senior Secured Notes of issuers due 2023 (the “Old Securities”). ”) And a solicitation of consents to the proposed amendments to the trust indenture governing the Old Notes (the“ Solicitation of Consents ”).

As of 5:00 p.m. New York time on December 3, 2021 (the “Expiry Time”), based on information provided by DF King & Co., Inc., a total principal amount of 912.66 million dollars, or approximately 97.6%, of the Old Securities outstanding were validly tendered (and not validly withdrawn) pursuant to the Exchange Offer (excluding the Old Securities held by the Issuers or affiliates ). Accordingly, a total principal amount of $ 22.84 million, or approximately 2.4%, of the Old Bonds (excluding the Old Bonds held by the Issuers or affiliates) will remain outstanding after the completion of the the Exchange Offer.

All the conditions for the completion of the Exchange Offer have been met or have been waived, and the Issuers have agreed to purchase all of the Old Securities validly deposited (and not validly withdrawn). As a result, a total principal amount of $ 662.66 million of the new bonds will be issued and $ 225 million in cash (excluding accrued but unpaid interest), which is equivalent to $ 726.08 of the new bonds. and $ 246.53 in cash (excluding accrued but unpaid interest) by A principal amount of $ 1,000 of the Old Bonds validly tendered (and not validly withdrawn) will be paid to participating holders upon settlement of the Exchange Offer, which is expected to take place on or around December 8, 2021.

As previously announced, as part of the Consent Solicitation, a Supplementary Deed of Trust to the Deed Governing the Old Notes was signed and delivered on December 1, 2021 to implement the changes with respect to the Governing Deed. the old notes set out in the offering memorandum (as defined below).

The Exchange Offer and the Solicitation of Consents have been made under the terms and conditions set out in the confidential offering memorandum and the solicitation of consent statement, dated October 27, 2021 (the “Initial Offer Memorandum”) , as completed by Supplement n ° 1, dated November 19, 2021 (the “supplement to offering memorandum n ° 1”), as supplemented by supplement n ° 2, dated November 26, 2021 (the “Supplement to offering memorandum no.2”), and the press releases, dated November 10, 2021, November 19, 2021, November 26, 2021 and December 2, 2021 (as well as the initial offering memorandum, the supplement to offering memorandum n ° 1 and the supplement to offering memorandum n ° 2, the “offering memorandum”), concerning the Old Notes. 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 offering memorandum was only distributed to eligible holders of the old bonds who have completed and returned an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) or not a “US person” under Regulation S under the Securities Act for the purposes of applicable securities laws. Holders of Old Securities who require assistance with the Exchange Offer and the Solicitation of Consents should contact DF King & Co., Inc., the information agent for the Exchange Offer. ” Exchange and Solicitation of Consents, by emailing exela @ dfking.com or calling (888) 644-6071 (toll free in the US) or (212) 269-5550 (pick up) . Holders of the Old Notes may also obtain a copy of the Initial Offering Memorandum, the Supplement to Offering Memorandum # 1, and the Supplement to Offering Memorandum # 2 from DF King & Co., Inc. .

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 by virtue of an exemption from the registration requirements thereof. Accordingly, the New Bonds have been offered and will be issued only (i) to persons reasonably considered to be “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) and (ii) to non-US persons who are outside the United States (as defined in Regulation S of 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 solicitation of consents 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 was made only under the Offer Memorandum. The exchange offer was not made to holders of any jurisdiction in which the realization or acceptance thereof would not comply with securities laws, blue sky or other laws of this 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, as amended. Forward-looking statements are usually accompanied by words such as “may”, “should”, “plan” “should”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, ” potential, ”“ look, ”“ seek, ”“ continue, ”“ the future, ”“ will, ”“ expect, ”“ prospects, ”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 do not constitute actual performance predictions. These statements are subject to a number of risks and uncertainties, including, but not limited to those discussed under “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 regarding future events and opinions as of the date of such 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 assessments as of a date subsequent to the date of this press release.

About Exela

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 critical processes, Exela serves a growing list of over 4,000 clients in 50 countries, including over 60% of the Fortune® 100. Using core technologies spanning information management , workflow automation and integrated communications, software and services include multisector and departmental solution suites 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.

Investor and / or media contacts:

Vincent Kondaveeti
E: [email protected]

Marie beth benjamin
E: [email protected]


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