Exela Technologies, Inc. Announces Elimination of Early Tender Time and Initial Settlement Date
June 30 2023 - 8:37AM
Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ:
XELA) today announced that it has eliminated the early tender time
of 5:00 p.m., New York City time, on June 29, 2023 and the initial
settlement date with respect to the previously announced exchange
offer (the “Exchange Offer”) by certain of its subsidiaries for Old
Notes as described in the Offering Memorandum (as defined below).
As of 5:00 p.m., New York City time, on June 29,
2023, approximately $1,270.7 million of outstanding Old Notes were
tendered for exchange pursuant to the Exchange Offer.
As a result, the Exchange Offer and the Consent
Solicitation will expire at 11:59 p.m. New York City time on July
7, 2023, unless extended or terminated (the “Expiration Time”). The
Company expects the Final Settlement Date for the Exchange Offer to
occur promptly after the Expiration Time. Upon settlement, Old
Notes validly tendered and not validly withdrawn at or prior to the
Expiration Time will be exchanged into the Issuers’ new 11.500%
First-Priority Senior Secured Notes due 2026 (the “New Notes”) on
the basis of $800 principal amount of the New Notes for each $1,000
principal amount of outstanding Old Notes.
The deadline to validly withdraw tenders of the
Old Notes was also extended to 11:59 p.m., New York City time, on
July 7, 2023.
The Exchange Offer and the Consent Solicitation
are being made upon the terms and conditions set forth in the
confidential offering memorandum and consent solicitation
statement, dated June 8, 2023 (as supplemented on June 16,
2023 and June 30, 2023, the “Offering Memorandum”). Capitalized
terms used but not defined in this press release have the
respective meanings ascribed to such terms in the Offering
Memorandum.
Available Documents and Other Details
Documents relating to the Exchange Offer and the
Consent Solicitation are available to certain holders of the Old
Notes. The Offering Memorandum will only be distributed to eligible
holders of the Old Notes who complete and return an eligibility
form confirming that they are either a “qualified institutional
buyer” under Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”) or not a “U.S. person” under
Regulation S under the Securities Act for purposes of applicable
securities laws. Holders of the Old Notes who desire to complete an
eligibility form should either visit the website for this purpose
at http://www.dfking.com/exela or request instructions by
sending an e-mail to exela@dfking.com or calling D. F.
King & Co., Inc., the information agent for the
Exchange Offer and the Consent Solicitation, at (800) 290-6432
(U.S. Toll-free) or (212) 269-5550 (Collect).
The New Notes will not be registered under
the Securities Act or any other applicable securities laws and,
unless so registered, the New Notes may not be offered, sold,
pledged or otherwise transferred within the United States or to or
for the account of any U.S. person, except pursuant to an exemption
from the registration requirements thereof. Accordingly, the New
Notes are being offered and issued only (i) to persons
reasonably believed to be “qualified institutional buyers” (as
defined in Rule 144A under the Securities Act) and
(ii) to non-U.S. persons who are outside the United States (as
defined in Regulation S under the Securities Act). Non U.S.-persons
may also be subject to additional eligibility criteria.
The complete terms and conditions of the
Exchange Offer and the Consent Solicitation are set forth in the
Offering Memorandum. This press release is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell the New Notes. The Exchange Offer
is only being made pursuant to the Offering Memorandum. The
Exchange Offer is not being made to holders in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction.
Cautionary Note Regarding
Forward-Looking Statements
Certain 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 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.
About Exela
Exela 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.
Investor and/or Media Contacts:Vincent
KondaveetiE: vincent.kondaveeti@exelatech.com
Mary Beth BenjaminE: IR@exelatech.com
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