Exela Technologies Announces an Amendment in the Pending Exchange Offer
Exelaannounces intention to provide listed Series B Preferred Stock (Nasdaq: XELAP) voting rights by distributing new Tandem Preferred Stock
- Shareholders can now exchange blocks of 20 shares of Common Stock into one share of the existing, tradable Series B Preferred Stock (Nasdaq: XELAP) with a
$25liquidation preference and a 6% annual dividend
- Liquidation preference represents a 257% premium to the closing share price of
$0.35on April 15, 2022, the day prior to the commencement of the original Offer
- Dividend represents a 21.4% yield based on the
April 15, 2022closing price
- Common Stock tendered will be retired
- Participating shareholders should instruct their broker to tender their Common Stock well before the expiration time of
11:59 p.m. ESTon May 16, 2022, to give their broker enough time to tender their Common Stock
Shareholders whose Common Stock is accepted for exchange in the amended exchange offer will receive Series B Preferred Stock with the following terms:
- Liquidation Preference. Upon any liquidation of
Exela, before any payments are made to the holders of Common Stock, holders of Series B Preferred Stock are entitled to receive the greater of (1) the $25per share liquidation preference plus accrued and unpaid dividends, or (2) the amount that the holder would have received if the Series B Preferred Stock had been converted immediately prior to such event. Thus, upon any potential liquidation, a holder of Common Stock who exchanged their Common Stock for Series B Preferred Stock will receive at least as much as they would have if they had not exchanged. The $25liquidation preference, which is equivalent to $1.25per share of Common Stock, represents a 257% premium to the closing share price of the Common Stock on April 15, 2022.
- Dividends. Holders of Series B Preferred Stock are entitled to receive both:
- Cumulative dividends from
March 11, 2022, at the rate of 6% per annum on the $25per share liquidation preference, representing a 21.4% yield based on the April 15, 2022closing price of the Common Stock, and
- The right to participate in future dividends on our Common Stock.
- Cumulative dividends from
- Conversion. The right to convert their Preferred Stock into Common Stock at a conversion price of
$1.25. Thus, a holder of Common Stock who exchanges their Common Stock for Series B Preferred Stock will retain the right to participate in any increase in value of the Common Stock above the $1.25conversion price.
- Voting. Following the Tandem Stock Dividend, 20 votes per share, effectively maintaining their existing voting rights.
The Company believes that the additional shares of Series B Preferred Stock to be issued in the Offer, coupled with the voting rights from the Tandem Stock Dividend, will result in an improved trading market for Series B Preferred Stock. The Company has been informed by its Executive Chairman,
An Amended and Restated Offer to Exchange has been filed with the
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the Preferred Stock or any other securities. The Offer is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Preferred Stock will be made only by means of the Offer to Exchange.
The complete terms and conditions of the Offer are set forth in the Amended and Restated Offer to Exchange dated
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
Investor and/or Media Contacts:
Source: Exela Technologies, Inc.