Quinpario Acquisition Corp. 2 (Nasdaq:QPAC) (Nasdaq:QPAC)
(Nasdaq:QPACU) (“Quinpario”), a publicly traded special purpose
acquisition company, announced today that its subsidiaries, Exela
Intermediate LLC (the “Issuer”) and Exela Finance Inc. (the
“Co-Issuer”), are proposing to issue $525.0 million aggregate
principal amount of first-priority senior secured notes due 2023
(the “Secured Notes”) and $300.0 million aggregate principal amount
of senior unsecured notes due 2024 (the “Unsecured Notes” and,
together with the Secured Notes, the “Notes”) in a marketed private
offering (the “Offering”) that will be exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”). The Notes are being issued to finance, in part,
the pending business combination of SourceHOV, LLC, (“SourceHOV”),
Novitex Holdings, Inc. (“Novitex”) and Quinpario pursuant to which
SourceHOV and Novitex will each become subsidiaries of the Issuer
(the “Business Combination”), and certain related transactions that
were previously disclosed in the preliminary proxy statement filed
by Quinpario with the Securities and Exchange Commission on April
3, 2017. The Business Combination is expected to close in July
2017.
In the Offering, the Notes are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act, and outside the United States, only to non-U.S. investors
pursuant to Regulation S. The Notes will not be registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States
absent an effective registration statement or an applicable
exemption from registration requirements or a transaction not
subject to the registration requirements of the Securities Act or
any state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.
About SourceHOV SourceHOV is a global TPS and
EIM leader, providing services and solutions for high-volume,
mission-critical processes to blue chip customers across 55
countries, including majority of the FORTUNE® 100. SourceHOV
comprises 16,000 employees and operates over 120 delivery centers
across the Americas, Europe and Asia, offering scalable technology
platforms, hosted on premise and/or in a cloud environment, to a
wide range of industries including financial services, healthcare,
public sector, insurance, and legal. For more information, please
visit www.sourcehov.com.
About Novitex
Novitex is a technology-based, managed services provider that
offers a range of mail, print, communications and back office
solutions. With a suite of offerings, Novitex manages and connects
a document’s full life cycle, breaking down operational silos to
create more efficient, cost-effective workflows. For nearly 30
years, FORTUNE® 500, Am Law 200® and federal clients have depended
on Novitex to manage their business processes. Today, Novitex
supports 400 clients across North America with its tech-driven,
end-to-end solutions and 7,500 employees. For more information,
please visit www.novitex.com.
About Quinpario
Quinpario is a special purpose acquisition company that
completed its initial public offering in January 2015. Quinpario
was formed for the purpose of acquiring one or more businesses
through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination. Quinpario
is sponsored by Quinpario Partners 2, LLC, which was formed for the
expressed purpose of acting as the sponsor for Quinpario. Quinpario
Partners 2, LLC is an affiliate of Quinpario Partners LLC, an
investment and operating company founded by Mr. Jeffry N. Quinn,
former chairman, president and chief executive officer of Solutia
Inc. For more information, please visit www.quinpario.com.
Forward-Looking Statements
Certain statements made herein 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, the
Business Combination between the Company, SourceHOV and Novitex,
the estimated or anticipated future results and benefits of the
combined company following the transaction, including the
likelihood and ability of the parties to successfully consummate
the Business Combination, future opportunities for the combined
company, and other statements that are not historical facts. These
statements are based on the current expectations of the Company,
SourceHOV and Novitex management and are not predictions of actual
performance. These statements are subject to a number of risks and
uncertainties regarding the Company’s, SourceHOV’s and Novitex’s
respective businesses and the transaction, and actual results may
differ materially. These risks and uncertainties include, but are
not limited to, changes in the business environment in which
SourceHOV and Novitex operate, including inflation and interest
rates, and general financial, economic, regulatory and political
conditions affecting the industry in which SourceHOV and
Novitex operate; changes in taxes, governmental laws, and
regulations; competitive product and pricing activity; difficulties
of managing growth profitably; the loss of one or more members of
the Company, SourceHOV or Novitex management teams; the inability
of the parties to successfully or timely consummate the Business
Combination, including the risk that the required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the transaction or that the
approval of the stockholders of the Company is not obtained;
failure to realize the anticipated benefits of the transaction,
including as a result of a delay in consummating the transaction or
a delay or difficulty in integrating the businesses of the Company,
SourceHOV and Novitex; uncertainty as to the long-term value of the
Company’s common stock; the inability to realize the expected
amount and timing of cost savings and operating synergies; those
discussed in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2016 under the heading “Risk Factors,”
as updated from time to time by the Company’s Quarterly Reports on
Form 10-Q and other documents of the Company on file with the
SEC or in the definitive proxy statement that will be filed with
the SEC by the Company. There may be additional risks that neither
the Company, SourceHOV or Novitex presently know or that the
Company, SourceHOV or Novitex currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements provide the Company’s, SourceHOV’s and Novitex’s
expectations, plans or forecasts of future events and views as of
the date of this communication. The Company, SourceHOV and Novitex
anticipate that subsequent events and developments will cause the
Company’s, SourceHOV’s and Novitex’s assessments to change.
However, while the Company, SourceHOV and Novitex may elect to
update these forward-looking statements at some point in the
future, the Company, SourceHOV and Novitex specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing the Company’s, SourceHOV’s and
Novitex’s assessments as of any date subsequent to the date of this
communication.
For Information Contact:
Investor and Industry Inquiries
Melissa H. Zona
Quinpario Acquisition Corp. 2
mhzona@quinpario.com
636-751-4057
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