Exela Technologies Announces Successful Completion of Exchange Offer for Shares of Common Stock
May 17 2022 - 10:31AM
Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA)
announced the successful completion of its previously announced
offer to exchange shares of its Common Stock for its 6.00% Series B
Cumulative Convertible Perpetual Preferred Stock (the “Series B
Preferred Stock”), with each 20 shares of Common Stock being
exchanged for one share of Series B Preferred Stock having a
liquidation preference of $25.00 per share (the “Offer”).
The Offer expired at 11:59pm, New York City time, on Monday, May
16, 2022 (the “Expiration Date”). Pursuant to the Offer,
approximately 41,615,860 shares of Common Stock (excluding
shares tendered pursuant to guaranteed delivery procedures) were
validly tendered for exchange and not withdrawn as of the
Expiration Date. Based on the foregoing, Exela will exchange all
such shares of Common Stock for a total of 2,080,793 shares of
Series B Preferred Stock, without prorating. Exela may accept
additional shares of Common Stock in the Offer after the Expiration
Date upon valid receipt of such shares pursuant to guaranteed
delivery procedures. Exela will promptly issue the shares of Series
B Preferred Stock to holders of validly tendered and accepted
shares of Common Stock. The Series B Preferred Stock currently
trades on The Nasdaq Capital Market under the symbol “XelaP”.
As disclosed in the Offer materials, in connection with the
closing of the Offer, on May 17, 2022, the Board of Directors of
the Company declared a stock dividend payable to each holder of
record of Series B Preferred Stock as of the close of business May
17, 2022, in the form of one share of Tandem Preferred Stock, a new
class of Exela Preferred Stock, for every share of Series B
Preferred Stock. Receipt of Tandem Preferred Stock will
functionally provide voting rights for holders of Series B
Preferred Stock. On all matters submitted to a vote of the
stockholders of the Company, the holders of the Tandem Preferred
Stock will vote with the holders of the Common Stock as a single
class. Each share of Tandem Preferred Stock will have 20 votes
(representing the number of votes of the Common Stock surrendered
in exchange for one share of Series B Preferred Stock), which will
be subject to adjustment for stock splits and similar transactions.
The Tandem Preferred Stock will trade with the Series B Preferred,
and may not be transferred separately from the associated share of
Series B Preferred Stock.
About Exela TechnologiesExela 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 approximately 17,000
employees operating in 23 countries, Exela rapidly deploys
integrated technology and operations as an end-to-end digital
journey partner.
Forward-Looking StatementsCertain 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.
Investor and/or Media Contacts:
Vincent
KondaveetiE: vincent.kondaveeti@exelatech.com Mary Beth
BenjaminE: IR@exelatech.com
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