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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule TO

(Amendment No. 4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

EXELA TECHNOLOGIES, INC. 

 

(Name of Subject Company (Issuer) and Filing Person(Offeror))

 

Common Stock
6% Series B Cumulative Convertible Perpetual Preferred Stock  

 

(Title of Class of Securities)

  

30162V409
30162V607 

 

(CUSIP Numbers of Class of Securities)

 

Shrikant Sortur
Chief Financial Officer
Exela Technologies, Inc.
2701 E. Grauwyler Rd.

Irving, TX 75061

(844) 935-2832 

 

(Name, address and phone number of person authorized to receive notices and communications on behalf of filing person) With copies to:

 

Maurice M. Lefkort

Sean M. Ewen

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Telephone: (212) 728-8239; (212) 728-8867 

Facsimile: (212) 728-9239; (212) 728-9867

 

 

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

  
¨third-party tender offer subject to Rule 14d-l.
   
xissuer tender offer subject to Rule 13e4.
   
¨going-private transaction subject to Rule 13e-3.
   
¨amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provisions(s) relied upon:

 

¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
   
¨Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

 

 

This Amendment No. 4 amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Original Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2022, by Exela Technologies, Inc., a Delaware corporation (“Exela” or the “Company”) as amended by that certain Amendment No. 1 to Schedule TO filed with the SEC on May 2, 2022 (“Amendment No. 1”), that certain Amendment No. 2 to Schedule TO filed with the SEC on May 10, 2022 (“Amendment No. 2”) and that certain Amendment No. 3 to Schedule TO filed with the SEC on May 10, 2022 (“Amendment No. 3”, together with the Original Schedule TO, Amendment No. 1 and Amendment No. 2, the “Schedule TO”). This Amendment No. 4 serves to file a Press Release issued by the Company, dated May 12, 2022, attached as Exhibit (a)(10)(A) hereto. You should read this Amendment No. 4 together with the Schedule TO, the Offer to Exchange and the Offer Documents.

 

Items 1 through 11.

 

Items 1 - 11 are hereby amended and updated by the Amendment No. 2 to the Amended and Restated Offer to Exchange, dated May 10, 2022, which is incorporated herein by reference.

 

Item 12. Exhibits.

 

(a)(1)(K)Certificate of Designations, Preferences, Rights and Limitations of Series B Cumulative Convertible Perpetual Preferred Stock, dated March 10, 2022(2)
(a)(1)(L)Amended and Restated Offer to Exchange, dated May 2, 2022(3)
(a)(1)(M)Amended and Restated Letter of Transmittal(3)
(a)(1)(N)Amended and Restated Notice of Guaranteed Delivery(3)
(a)(1)(O)Amendment No. 1 to the Amended and Restated Offer to Exchange, dated May 10, 2022(4)
(a)(1)(P)Amendment No. 2 to the Amended and Restated Offer to Exchange, dated May 10, 2022(5)
(a)(5)(A)Press Release issued by the Company, dated April 18, 2022(1)
(a)(7)(A)Press Release issued by the Company, dated May 2, 2022(3)
(a)(9)(A)Updated Exela Webpage(4)
(a)(10)(A)*Press Release issued by the Company, dated May 12, 2022
107Filing Fee Table(1)

 

 

*       Filed herewith.

(1)Incorporated by reference from the Original Schedule TO, filed by the Company with the Securities and Exchange Commission on April 18, 2022
(2)Incorporated by reference from the Amendment No. 11 to Schedule TO, filed by the Company with the Securities and Exchange Commission on March 11, 2022
(3)Incorporated by reference from Amendment No. 1 to Schedule TO, filed by the Company with the Securities and Exchange Commission on May 2, 2022.
(4)Incorporated by reference from Amendment No. 2 to Schedule TO, filed by the Company with the Securities and Exchange Commission on May 10, 2022
(5)Incorporated by reference from Amendment No. 3 to Schedule TO, filed by the Company with the Securities and Exchange Commission on May 10, 2022

 

Item 13. Information Required by Schedule 13E-3.

 

Not applicable.

 

2 

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Exela Technologies, Inc.
   
  By: /s/ Erik Mengwall
    Name: Erik Mengwall
    Title: Secretary
     
Date: May 12, 2022    

 

3 

 

 

EXHIBIT INDEX

 

(a)(10)(A)*Press Release issued by the Company, dated May 12, 2022

 

 

*       Filed herewith.

 

4 

 

 

Exhibit (a)(10)(A)

 

 

  

Exela Technologies Issues Reminder of the Timing of the Pending Exchange Offer

 

May 12, 2022

 

● Participating shareholders should instruct their broker to tender their Common Stock well before the expiration time of 11:59 p.m. EST on May 16, 2022, to give their broker enough time to tender their Common Stock.

 

● Shares that were tendered prior to May 2, 2022, may need to be re-tendered following the amendment.

 

IRVING, Texas, May 12, 2022 (GLOBE NEWSWIRE) -- Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA) announced today that the previously announced exchange offer is still open. The Company understands that some investors may have been given contrary information by their broker. The offer was amended to provide that each 20 share increment of common stock may be exchanged for 1 share of Series B Preferred Stock with a $25 per share liquidation preference, and that the Company intends to issue a dividend of Tandem Voting Stock with respect to the Series B Preferred Stock following the completion of the offering.

 

Shares that were tendered prior to May 2, 2022, may need to be re-tendered following the amendment. Accordingly, if you are a shareholder who tendered shares prior to May 2, 2022 and did not re-tender after May 2, 2022, you will need to tender again if you want to participate in the offer. Holders of the Series B Preferred Stock do not need to take any action. Holders of common shares should contact their brokers for instructions to participate in the offer.

 

The Company’s press release regarding the amended offer, can be found here: https://investors.exelatech.com/news-releases/news-release-details /exela-technologies-announces-amendment-pending-exchange-offer-0

 

Participating shareholders should instruct their broker to tender their Common Stock well before the expiration time of 11:59 p.m. EST on May 16, 2022, to give their broker enough time to tender their Common Stock.

 

For assistance in tendering your shares, you may contact our Information Agent, D.F. King & Co., Inc., Call Toll-Free: (888) 644-6071,
Email: exela@dfking.com.

 

Further information is available here: to.exelatech.com.

 

About Exela Technologies

 

Exela 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 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 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 Kondaveeti

E: vincent.kondaveeti@exelatech.com

 

Mary Beth Benjamin 

E: IR@exelatech.com

 

Source: Exela Technologies, Inc.