IRVING, Texas, October 27, 2021 (GLOBE NEWSWIRE) – Exela Technologies, Inc. (âExelaâ or the âCompanyâ) (NASDAQ: XELA) today announced that certain of its subsidiaries have launched an offering for all of its senior secured term loans and its outstanding secured notes for $ 900 in cash per $ 1,000 principal amount of term loans or notes deposited prior to the early deposit time described below, subject to prorated. The maximum amount of cash payable is $ 225 million and the offer is not subject to any minimum entry conditions. If the cash offer is oversubscribed, loans and deposited notes will be accepted in cash on a pro rata basis (as a single class).
The balance of all surrendered loans and notes not accepted in cash will be exchanged for new notes on the basis of a principal amount of $ 1,000 of new notes for each principal amount of $ 1,000 of loans or notes in price remitted before the early deposit time described below. The new notes will have a coupon of 11.50% and will be first priority secured notes sharing the collateral on an equal and pro rata basis with all existing loans and notes remaining in circulation. The new notes will mature on July 15, 2026, provided that if any of the existing loans or notes remain outstanding on July 12, 2023, the new notes will also mature on July 12, 2023.
This offer is being made under the terms and conditions set forth in the confidential offering memorandum and the solicitation of consent statement (the âOffering Memorandumâ) dated October 27, 2021 and the Term Loan Exchange Agreement and related parts shared with existing old term lenders. Loans on October 27, 2021 (collectively, the âDisplay Materialsâ), respectively.
The outstanding 10.00% Senior Secured Notes due 2023 (the âOld Notesâ) were issued by Exela Intermediate LLC (the âIssuerâ) and Exela Finance Inc. (together with the Issuer, the âIssuersâ). The outstanding senior secured term loans (the âold term loansâ and, together with the old notes, the âold instrumentsâ) were issued under the issuer’s senior credit agreement dated 12 July 2017 (and as amended on July 13, 2018, April 16, 2019 and May 20, 2020) (the âCredit Agreementâ). The New Notes (the âNew Notesâ) will be 11.50% Senior Secured Notes, due 2026, issued by the same issuers.
The Early Bidding Time is 5:00 PM New York time on November 9, 2021 (the âEarly Bidding Timeâ). Holders who deliver old instruments after the Early Deposit Time will NOT be eligible to receive cash and will only be eligible to receive a principal amount of $ 950 of New Notes per $ 1,000 of cash amount. principal of old notes or old term loans.
The New Bonds will be fully and unconditionally guaranteed by each of the restricted national subsidiaries wholly owned by the Issuer which guarantees the Old Bonds and the Old Term Loans. The New Notes and the associated guarantees will be secured by a guaranteed first priority interest in substantially all of the existing and future assets of the Issuers and the subsidiary guarantors (the âCollateralâ), which is the same guarantee that currently secures the Old Instruments. . The New Notes will rank pari passu with all remaining Old Instruments and will contain the same restrictive covenants as those contained in the deed governing the Old Notes.
Old surrendered instruments will also be paid in cash accrued and unpaid interest applicable from the last applicable interest payment date up to, but not including, the settlement date, which will occur promptly after expiration. Interest on the New Bonds will accrue from (and including) the date of settlement.
In conjunction with the Offer, the Company is also seeking consents to amend certain provisions of the Deed Governing the Old Notes and the Credit Agreement (the âProposed Amendmentsâ). If a majority of the total principal amount of the Old Securities is remitted or if lenders constituting the “Required Lenders” (as defined in the Credit Agreement “) offer their Old Term Loans, the provisions containing the restrictive covenants and the cases Default for Old Notes and / or Old Term Loans will be removed. If at least two-thirds of the total principal amount of Old Notes is deposited, the Guarantee for Old Notes will be released. Holders cannot bring in their Old Notes Securities and / or Old Term Loans without consenting to the applicable Proposed Amendments, however, consumption of the offer is NOT subject to receipt of the required consents.
The Offer is subject to customary closing conditions described in the Offering Memorandum and Display Materials, but is NOT subject to a financing condition.
Offer will expire at 11:59 pm New York time on November 24, 2021 (the âExpiration Timeâ), subject to change or extension. Old surrendered instruments may be validly collected at any time before 5:00 p.m. New York time on November 9, 2021, but not after.
Available documents and other details
The documents relating to the offers are available to all holders of Old Term Loans and certain holders of Old Securities: the Confidential Offer Notice will only be distributed to eligible holders of Old Securities who complete and return a form. eligibility confirming that they are either a “Qualified Institutional Buyer” under Rule 144A or not a “US Person” under Regulation S for purposes of applicable securities laws. Noteholders who wish to fulfill an eligibility form must either visit the website provided for this purpose at http://www.dfking.com/exela, or request instructions by sending an e-mail to email@example.com or by calling DF King & Co., Inc., the Offer Information Agent, at (888) 644-6071 (US Toll Free) or (212) 269-5550 (Collect). Lenders of old term loans can also visit http://www.dfking.com/exela to receive release materials.
The New Securities will not be registered under the Securities Act of 1933, as amended (the âSecurities Actâ), or any other applicable securities law and, unless so registered, the New Securities. Securities may not be offered, sold, pledged or otherwise transferred. in the United States or for or on behalf of any person in the United States, except by virtue of an exemption from the registration requirements thereof. Accordingly, the New Bonds are offered and issued only (i) to persons reasonably considered to be âqualified institutional buyersâ (as defined in Rule 144A of the Securities Act) and (ii) to ânon-US personsâ who are not the United States (as defined in Regulation S of the Securities Act). Non-U.S. Individuals may also be subject to additional eligibility criteria.
All the terms and conditions of the offers are specified in the information documents relating to the offers. 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. Offers are made only under the offering memorandum and display materials. Offers are not made to Holders in any jurisdiction in which making or accepting them would not comply with securities laws, blue sky or other laws of that 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 words such as ” can “,” 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, without limitation, those discussed under âRisk Factorsâ in Exela’s annual report and other securities-related documents. . In addition, forward-looking statements provide Exela’s expectations, plans or forecasts regarding future events and views 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 assessments as of a date subsequent to the date of this press release.
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About Exela Technologies
Exela Technologies is a leader in Business Process Automation (BPA), leveraging a global presence and proprietary technology to deliver digital transformation solutions that improve quality, productivity and user experience. final. With decades of experience operating mission-critical processes, Exela serves a growing list of over 4,000 clients in 50 countries, including over 60% of the FortuneÂ® 100. Using core technologies spanning information management , workflow automation and integrated communications, Exela 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:
Marie Beth Benjamin