Current Report Filing (8-k)
June 09 2023 - 9:33AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 8, 2023
EXELA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36788 |
|
47-1347291 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
2701 E. Grauwyler Rd.
Irving, TX |
|
75061 |
(Address of principal executive offices) |
|
(Zip Code) |
Company’s telephone number, including area
code: (844) 935-2832
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 |
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)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
¨ |
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 1.01 Entry into a Material Definitive Agreement.
On June 8,
2023, Exela Technologies, Inc. (“ETI” or the “Company”) entered into a Restructuring Support Agreement (the
“Restructuring Support Agreement”), dated as of the date hereof, by and between the Company and certain of its subsidiaries
and affiliates (the “Company Parties”) and holders (the “Supporting Noteholders”) of approximately 54.1% in principal
amount the outstanding 11.500% First-Priority Senior Secured Notes due 2026 (the “Old Notes”) issued by Exela Intermediate
LLC (the “Issuer”), a wholly-owned subsidiary of the Company, and Exela Finance Inc. (the “Co-Issuer” and together
with the Issuer, the “Issuers”), in connection with the following
restructuring transactions (the “Restructuring Transactions”):
| (i) | an offer to exchange (the “Exchange Offer”) all outstanding Old Notes, with each $1,000 in principal amount of such Old
Notes tendered exchanged for (a) if the holder of such Old Notes validly tenders and does not validly withdraw their Old Notes at
or prior to 5:00 p.m., New York City time, on June 22, 2023 (the “Early Tender Time”), $800 of the Issuers’ new
11.500% First-Priority Senior Secured Notes due 2026 (the “New Notes”) and (b) if the holder of such Old Notes validly
tenders and does not validly withdraw their Old Notes after the Early Tender Time, $750 of New Notes; and |
| (ii) | a solicitation of consents (the “Consent Solicitation”) of holders of the Old Notes to certain amendments with respect
to any and all of the outstanding Old Notes. |
The consummation of the Exchange Offer is conditioned upon, among
other things, the valid tender, and not valid withdrawal, of at least 66.67% in aggregate principal amount of outstanding Old Notes (excluding
Old Notes held by the issuers of the Old Notes or any of their respective affiliates), which condition may not be waived. If at
least 66.67% of the Old Notes are tendered, the provisions containing the restrictive covenants and events of default for the Old Notes
will be eliminated and the Collateral for the Old Notes will be released. Holders may not tender their Old Notes pursuant to
the Exchange Offer without delivering a consent pursuant to the Consent Solicitation with respect to such Old Notes tendered, and holders
may not deliver their consents pursuant to the Consent Solicitation without tendering the related Old Notes pursuant to the Exchange Offer.
No consideration will be paid for consents in the Consent Solicitation.
The New Notes will have a coupon of 11.500% and will be first-priority
senior secured notes. The New Notes will mature on April 15, 2026, provided that if any of the Issuers’ notes due 2023 or
term loans due 2023 remain outstanding on July 12, 2023, then the New Notes will also mature on July 12, 2023. The New Notes
will be fully and unconditionally guaranteed by the same guarantors that guarantee the Old Notes (other than certain guarantors that
have ceased to have operations or assets) and by certain affiliates of the Issuers. The New Notes and related guarantees will be secured
by a first-priority secured interest in substantially all of the existing and future assets of the Issuers and the subsidiary guarantors,
which is the same collateral currently securing the Old Notes, as well as the assets of and equity interests in certain affiliates
of the Issuers (the “Collateral”). The New Notes will rank pari passu in right of payment with any remaining Old Notes.
The description above is a summary and is qualified in its entirety by the full text of the Restructuring Support Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Exchange Offer
On June 8, 2023, the Issuers launched the
Exchange Offer and Consent Solicitation.
The terms and conditions of the Exchange
Offer and Consent Solicitation are set forth in the Issuers’ Confidential Offering Memorandum and Consent Solicitation
Statement, dated June 8, 2023 (the “Offering Memorandum”). A copy of the press release announcing the Exchange
Offer and Consent Solicitation is included as Exhibit 99.1 to this report 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 (the “Securities
Act”), or otherwise subject to the liabilities of that section, and is not deemed incorporated by reference into any filing under
the Securities Act, 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. |
|
|
|
Date: June 9, 2023 |
By: |
/s/ Erik L.
Mengwall |
|
|
Name: Erik Mengwall
|
|
|
Title: Secretary |
Exela Technologies (PK) (USOTC:XELAU)
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