Exhibit (a)(1)(J)​

 

SECOND AMENDED AND RESTATED LETTER OF TRANSMITTAL

 

Offer to Exchange up to 100,000,000 shares of its Common Stock (in 20 share increments) for up to $125,000,000 aggregate liquidation preference of its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock 

 

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THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 10, UNLESS EXTENDED BY THE COMPANY (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”).

​

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

By Hand or Overnight Delivery:
Continental Stock Transfer & Trust Company
1 State Street - 30th Floor
Attn: ReorgNew York, New York 10004

 

If you have questions or need assistance, please contact D.F. King & Co., Inc. at

 

Banks and Brokers, Call Collect: (212) 269-5550

 

All Others, Call Toll-Free (888) 644-6971.

 

DELIVERY OF THIS SECOND AMENDED AND RESTATED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT FOR THE OFFER.

 

PLEASE READ THIS ENTIRE SECOND AMENDED AND RESTATED LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE COMPLETING.

 

 

DESCRIPTION OF SHARES TENDERED

 

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Name(s), Address(es) and of Registered Holder(s) and Number of Shares Tendered (shares may only be tendered in 20 share increments)

 

 

This Second Amended and Restated Letter of Transmittal (this “Letter of Transmittal”) is being delivered to you in connection with the Offer by Exela to exchange up to 100,000,000 shares of its outstanding common stock, par value $0.0001 per share (the “Common Stock”), for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (an effective price of $1.25 per share of Common Stock), upon the terms and subject to the conditions set forth in the Offer. Each holder validly tendered and not validly withdrawn prior to 11:59 p.m., New York City time, on the Expiration Date shall receive Series B Preferred Stock, subject to prorating. Common Stock may only be tendered in increments of 20 shares.

 

 

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.

 

Capitalized terms used but not defined herein shall have the same meaning given them in the Offer to Exchange, dated January 26, 2022 (as amended and supplemented by that certain Supplement No. 1 to Offer to Exchange, dated February 7, 2022, and as amended and restated by that certain Amended and Restated Offer to Exchange, dated February 24, 2022, and as may be further amended and supplemented from time to time, the “Offer” or the “Offer to Exchange”) of Exela Technologies, Inc., a Delaware corporation (“we”, “us”, the ‘Company” or “Exela”).

 

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. If shares of Common Stock are registered in different names, a separate Letter of Transmittal must be submitted for each registered owner. See Instruction 2 below.

 

The Offer is made upon the terms and subject to the conditions contained in the Offer Documents and will follow the procedures set forth in the Offer to Exchange, including those included in the section “The Offer”.

 

All tenders of shares of Common Stock pursuant to the Offer must be received by Continental Stock Transfer & Trust Company (the “Exchange Agent”) no later than 11:59 p.m., New York City time, on the Expiration Date. The Company will notify holders of shares of Common Stock of any extension by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

 

The Company may terminate the Offer at any time in its sole discretion.

 

The method of delivery of shares of Common Stock, Letters of Transmittal and all other required documents are at the election and risk of the holders of shares of Common Stock. It is recommended that registered mail properly insured, with receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. The Letter of Transmittal should not be sent to the Company.

 

A properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein no later than 11:59 p.m., New York City time, on the Expiration Date. Any Letter of Transmittal received after such time will not be accepted.

 

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Offer.

 

This Letter of Transmittal is to be used if delivery of shares of Common Stock is to be made pursuant to the procedures for book-entry transfer, as described in the Offer to Exchange, to an account maintained by the Exchange Agent (as defined herein). Stockholders must tender their Shares in accordance with the guaranteed delivery procedures described in the Offer to Exchange. See Instruction 2.

 

¨

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

 

Name of Tendering Institution:

 

Account Number:

​

​

Transaction Code Number:

​

​

 

¨

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT, ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

 

Name(s) of Registered Holder(s):

 

Date of Execution of Notice of Guaranteed Delivery:

 

 

If delivered by book-entry transfer check box: ¨

 

Name of Tendering Institution:

 

Account Number:

​

​

Transaction Code Number:

​

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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY

 

Ladies and Gentlemen:

 

Upon the terms and subject to the conditions of the Offer, the undersigned hereby tenders to the Exchange Agent the shares of Common Stock indicated below pursuant to the Offer.

 

Subject to and effective upon the acceptance for exchange of and exchange of validly tendered shares of Common Stock, by executing and delivering a Letter of Transmittal, the undersigned (i) irrevocably sell, assign and transfer, upon the order of the Company, all rights , title and interest in and to all the tendered shares of Common Stock, (ii) waive any and all rights with respect to the shares of Common Stock tendered and (iii) release and waive any and all claims or causes of action of any kind whatsoever, whether known or unknown that, directly or indirectly, arise out of or are in any manner connected with your or your successors’ and assigns’ ownership or acquisition of the shares of Common Stock, including any related transaction, event, circumstance, action, failure to act or occurrence of any sort or type, in each case, that you, your successors and your assigns have, may have or may have had against us or any of our affiliates, directors, officers, associates, counsel or agents or representatives, whether current or former.

 

The undersigned acknowledges and agrees that the tender of shares of Common Stock made hereby may not be withdrawn except in accordance with the procedures set forth in the Offer to Exchange.

 

The undersigned represent and warrant that they have full power and authority to legally tender, sell, assign and transfer the shares of Common Stock tendered hereby and to acquire the Series B Preferred Stock issuable upon the exchange of such tendered shares of Common Stock, and that, when and if the shares of Common Stock tendered hereby are accepted for exchange, the Company will acquire good and unencumbered title to the tendered shares of Common Stock free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned also warrant that they will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to transfer ownership of such shares of Common Stock.

 

The undersigned understand that the issuance of Series B Preferred Stock upon exchange of the shares of Common Stock is exempt from registration pursuant to Section 3(a)(9) of the Securities Act. The Company has no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Offer. No broker, dealer, salesperson, agent or other person, is engaged or authorized to express any statement, opinion, recommendation or judgment with respect to the relative merits and risks of the Offer.

 

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and all obligations of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned.

 

The Company may terminate the Offer at any time in its sole discretion. The Company may not be required to accept all or any of the shares of Common Stock tendered hereby.

 

The undersigned understand that a valid tender of shares of Common Stock not made in acceptable form and risk of loss therefore does not pass until receipt by the Exchange Agent of this Letter of Transmittal, duly completed, dated and signed, together with all accompanying evidences of authority, including any other required documents. All questions as to the validity, form and eligibility of any tender of the shares of Common Stock hereunder (including time of receipt) and acceptance of tenders and withdrawals of shares of Common Stock will be determined by the Company in its sole discretion (which may delegate the power to make any determination in whole or in part to the Exchange Agent) and such determination shall be final and binding.

 

Questions and requests for assistance or for additional copies of the Offer to Exchange and this Letter of Transmittal may be directed to the Exchange Agent or Information Agent, whose addresses and telephone numbers appear on the final page of this Letter of Transmittal. See Instruction 6 below.

 

 

PLEASE SIGN HERE
(To be completed by all stockholders)

 

Signature(s):

 

 

(Signature(s) of Stockholder(s))

 

Dated:                                , 2022

 

(Must be signed by registered holder(s) exactly as the name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of corporations or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

 

Name(s): ​ ​	​​
	(Please Print)
​Capacity (Full Title): ​ ​	​ ​
​Address: ​ ​
​ ​
​Daytime Area Code and Telephone Number: ​ ​   ​
​Tax Identification or Social Security Number: ​ ​

 

(See Substitute Form W-9)

 

 

GUARANTEE OF SIGNATURE(S) 
(If Required — See Instructions 1 and 5)

 

FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.

 

Authorized Signature(s)	​	​
Name(s):	​
		(Please Print)
Title:	​	​
Name of Firm:	​	​
Address:	​	​
​
Daytime Area Code and Telephone Number:	​	​
Dated:                                 , 2022	​	​

 

 

INSTRUCTIONS

 

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

 

1. Delivery of Letter of Transmittal. This Letter of Transmittal is to be completed by holders of shares of Common Stock. A properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein no later than 11:59 p.m., New York City time, on the Expiration Date.

 

An additional requirement applies to a “Non-U.S. Holder” in order for his or her shares of Common Stock to be accepted for exchange pursuant to the Offer. Promptly following the Expiration Date, but no later than two business day thereafter, a Non-U.S. Holder will be required to transfer to the Company funds sufficient to satisfy applicable U.S. withholding taxes payable in connection with the redemption of such Non-U.S. Holder’s shares of Common Stock. The withholding tax, and the amount required to be transferred, will generally equal 30% of the face amount of the Series B Preferred Stock that would be payable to the Non-U.S. Holder if the holder’s shares are accepted for exchange, unless the Non-U.S. Holder is eligible to claim, and properly claims, a reduced rate of withholding under an applicable tax treaty with the U.S. A Non-U.S. Holder that tenders shares of Common Stock in the Offer but fails to transfer to the Company sufficient cash to satisfy withholding taxes will not have his or her shares of Common Stock accepted for exchange pursuant to the Offer and the Company may choose to have the “Proration Factor” remain the same without giving effect to such failure of acceptance. Nominees will be required to collect from non-U.S. holders and to remit to the applicable governmental authority the applicable withholding amount.

 

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IT IS SUGGESTED THAT THE TENDERING HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF SHARES OF COMMON STOCK WILL BE ACCEPTED. EXCEPT AS OTHERWISE PROVIDED BELOW, DELIVERY WILL BE MADE WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY.

 

Shares of Common Stock tendered pursuant to the Offer may be withdrawn at any time prior to 11:59 p.m., New York City time, on the Expiration Date, or such other time if this date is extended by the Company as described in the Offer to Exchange under the caption “The Offer - Expiration Date; Extensions; Amendments”. In order to be valid, a notice of withdrawal of tendered shares of Common Stock must comply with the requirements set forth in the Offer to Exchange under the caption “The Offer - Right of Withdrawal”.

 

2. Signatures on Letter of Transmittal, Powers and Endorsements. This Letter of Transmittal must be signed by or on behalf of the registered holder(s) of the shares of Common Stock tendered hereby.

 

If any of the shares of Common Stock tendered hereby are registered in the name of two or more holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal or any shares of Common Stock or powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of its authority so to act must be submitted with this Letter of Transmittal.

 

3. Signatures for Name Change. For a correction of name or a change in name which does not involve a change in ownership, you may proceed as follows: for a change in name by marriage, etc., this Letter of Transmittal should be signed, e.g., “Mary Doe, now by marriage, Mary Jones.” For a correction in name, this Letter of Transmittal should be signed, e.g., “James E. Brown, incorrectly inscribed as J. E. Brown.”

 

You should consult your own tax advisor as to possible tax consequences resulting from the issuance of the Series B Preferred Stock, as described above.

 

 

4. Transfer Taxes. The Company is not aware of any obligation of holders who tender their shares of Common Stock in the Offer to pay any transfer taxes. However, if any transfer tax would apply to the exchange offer, then the amount of any transfer taxes, whether imposed on the registered owner or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted to the Company by the tendering holder, the amount of such transfer taxes will be billed directly to the tendering holder.

 

5. Validity of Tender; Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tendered shares of Common Stock pursuant to any of the procedures described above, and the form and validity (including time of receipt of notices of withdrawal) of all documents will be determined by the Company in its sole discretion (and the Company may delegate the power to make any determination in whole or in part to the Exchange Agent). Any such determination will be final and binding. A holder’s tender will not be deemed to have been validly made until all defects or irregularities in such tender have been cured or waived. Neither the Company, the Exchange Agent, the Information Agent nor any other person or entity is under any duty to give notification of any defects or irregularities in any tender or withdrawal of any shares of Common Stock, or will incur any liability for failure to give any such notification. The Company reserves the absolute right to reject any or all tenders of any shares of Common Stock determined by the Company not to be in proper form, or if the acceptance of or exchange of such shares of Common Stock may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any conditions to the Offer that the Company is legally permitted to waive.

 

6. Additional Copies. Additional copies of this Letter of Transmittal may be obtained from the Information Agent at the address listed below.

 

7. Important Tax Information. Under U.S. federal income tax law, each tendering holder is required to either (i) provide its correct taxpayer identification number (“TIN”) by completing the copy of the Substitute Form W-9 attached to this Letter of Transmittal, certifying that (1) it is a “United States person” ​(as defined in section 7701(a)(30) of the Code), (2) the TIN provided is correct (or that such U.S. holder is awaiting a TIN) and (3) that it is exempt from backup withholding because (a) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (b) it has been notified by the IRS that it is no longer subject to backup withholding or (ii) otherwise establish an exemption. Failure to provide the information on the Substitute Form W-9 may subject the tendering holder to a $50 penalty imposed by the IRS and backup withholding at a rate of 28% on the cash received pursuant to the Offer. If a holder makes a false statement that results in no imposition of backup withholding, and there was no reasonable basis for such statement, a $500 penalty may also be imposed by the IRS, in addition to any criminal penalty provided by law.

 

Certain tendering holders (including, among others, all corporations and certain Non-U.S. Holders) are exempt recipients not subject to backup withholding on the receipt of cash pursuant to the Offer. In order for a Non-U.S. Holder to qualify for this exemption, it must submit a properly completed IRS Form W-8 BEN or other Form W-8 to the Exchange Agent, certifying under penalties of perjury to the tendering holder’s exempt status. Such Form may be obtained from the website maintained by the IRS at www.irs.gov. Exempt holders, other than Non-U.S. Holders, should furnish their TIN, write “exempt” on the face of the Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to the Exchange Agent. See the enclosed copy of the Substitute Form W-9, Request for Taxpayer Identification Number and Certification, and the Instructions to Form W-9 for additional instructions.

 

Non-U.S. Holders that are eligible for a reduced rate of U.S. federal withholding tax on dividends based on the provisions of a tax treaty with the United States should provide a duly executed IRS Form W-8BEN and should complete Sections 9 and 10 of that form to claim benefits under an applicable tax treaty. A copy of IRS Form W-8BEN can be found on the IRS website at the following link http://www.irs.gov/pub/irs-pdf/fw8ben.pdf. A Non-U.S. Holder should consult their own tax advisor regarding their eligibility to claim tax treaty benefits as well as any questions relating to Form W-8BEN.

 

 

Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by such holder from the IRS upon filing an income tax return, provided that the applicable information and forms are provided to the IRS and other requirements are satisfied.

 

A Non-U.S. Holder will be required to transfer to the Company funds sufficient to satisfy applicable U.S. withholding taxes payable in connection with the redemption of such Non U.S. Holder’s shares of Common Stock. The withholding tax, and the amount required to be transferred, will generally equal 30% of the face amount of the Series B Preferred Stock that would be payable to the Non-U.S. Holder if the holder’s shares are accepted for exchange, unless the Non-U.S. Holder is eligible to claim, and properly claims, a reduced rate of withholding under an applicable tax treaty with the U.S. A Non-U.S. Holder that tenders shares of Common Stock in the Offer but fails to transfer to the Company sufficient cash to satisfy withholding taxes will not have his or her shares of Common Stock accepted for exchange pursuant to the Offer.

 

SEE THE ENCLOSED SUBSTITUTE FORM W-9, REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION, FOR ADDITIONAL INFORMATION AND INSTRUCTIONS.

 

8. Withdrawal of Tenders. For a withdrawal of tendered shares of Common Stock to be effective, a written notice of withdrawal must be received by the Exchange Agent no later than 11:59 p.m., New York City time, on the Expiration Date at its address set forth on the cover of this Letter of Transmittal. Any such notice of withdrawal must: (i) specify the name of the person who tendered the shares of Common Stock to be withdrawn, (ii) contain the description of the shares of Common Stock to be withdrawn, and (iii) be signed by the holder of such shares of Common Stock in the same manner as the original signature on the Letter of Transmittal by which such shares of Common Stock were tendered. If the shares of Common Stock to be withdrawn have been delivered or otherwise identified to the Exchange Agent, a signed notice of withdrawal is effective immediately upon written notice of such withdrawal even if physical release is not yet effected.

 

Any permitted withdrawal of shares of Common Stock may not be rescinded. Any shares of Common Stock properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer, provided, however, that withdrawn shares of Common Stock may be re-tendered again by following one of the appropriate procedures described herein at any time but no later than 11:59 p.m., New York City time, on the Expiration Date.

 

9. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering shares of Common Stock, requests for assistance or additional copies of the Offer to Exchange and this Letter of Transmittal may be directed to, and additional information about the offer may be obtained from, either the Exchange Agent or the Information Agent, whose addresses and telephone numbers appear on the back cover page of this Letter of Transmittal.

 

 

PAYERS NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

SUBSTITUTE	​	​	PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	​	​	Social Security Number or Employer Identification Number
Form W-9  Department of the Treasury, Internal Revenue Service	​	​	​	​	​	​
Payer’s Request	​	​	PART 2 - CERTIFICATION. — Under penalties of perjury, I certify that:	​	​	​
For Taxpayer Identification Number (“TIN”)	​	​	(1)   The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and   (2)   I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.​ CERTIFICATION INSTRUCTION — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 below.   Part 3 Awaiting TIN ¨ Part 4 Exempt TIN ¨	​	​

 

​	​	​	Signature:	​	​	Date:

 

 

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

 

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either: (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office; or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Exchange Agent, 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified taxpayer identification number within 60 days.

 

​ Signature	​	​ Date

 

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU IN THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

 

Manually signed facsimile copies of this Letter of Transmittal will be accepted. This Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, hank, trust company or other nominee to the Exchange Agent at one of its addresses listed below.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

By Facsimile Transmission for	​	By Registered or Certified Mail:	​	By Hand Delivery or Overnight Courier:
Eligible Institutions Only: (212) 616-7610	​	​	​	​
For Confirmation of Receipt Only: (212) 509-4000 ext. 536	​	Continental Stock Transfer & Trust Company	​	Continental Stock Transfer & Trust Company
​	​	1 State Street — 30th Floor Attn: Reorg	​	1 State Street — 30th Floor Attn: Reorg
​	​	New York, New York 10004	​	New York, New York 10004

 

Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at its address and telephone number listed below. Additional copies of the Offering Circular, this Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may he obtained from the Information Agent and will be furnished promptly free of charge. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

 

The Information Agent for the Offer is:

 

D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Banks and Brokers, Call Collect:
(212) 269-5550
All Others, Call Toll-Free:
(888) 644-6071
Email: exela@dfking.com

 

 

 

Exhibit (a)(10)(A)

 

Exela Technologies Announces an Amendment in the Pending Exchange Offer
Replacing New Notes with Preferred Stock

 

·

Shareholders can now exchange blocks of 20 shares of common stock into a tradable $25 perpetual, convertible preferred stock with a 6% annual dividend

·

Offering price represents a 127% premium to the closing share price of $0.55 on January 25, 2022, the day prior to the commencement of the original Offer

·

Shares tendered will be retired, reducing share count by approximately 30%

·

Participating shareholders should instruct their broker to tender their shares well before the expiration time of 11:59 p.m. EST on March 10, 2022, to give their broker enough time to tender their shares

  

IRVING, TX., February 24, 2022 (GLOBE NEWSWIRE) -- Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA) announced today that it has amended the previously announced offer (the “Offer”) to exchange up to 100,000,000 shares of its Common Stock for unsecured 6.00% senior notes due 2029 (the “New Notes”). The Offer has been amended to replace the New Notes with perpetual, convertible preferred stock with a 6% annual dividend (the “Preferred Stock”), paid quarterly.

 

Shareholders can now exchange Common Stock in 20 share increments for $25 of Preferred Stock. Thus, shareholders whose Common Stock is accepted for exchange will hold Preferred Stock with a liquidation preference equivalent to $1.25 per share of Common Stock, cumulative dividends of 6% per annum and retain the right to participate in future dividends on our Common Stock, as well as have the right to convert their Preferred Stock into Common Stock at a conversion price of $1.25. As a result of this amendment, shares of Common Stock may now be tendered until 11:59pm ET on March 10, 2022, and an aggregate of up to $125,000,000 of Preferred Stock may be issued in the Exchange Offer.

 

Exela intends to apply to list the Preferred Stock on the Nasdaq under the symbol “XELAP.” If this application is approved, trading in the Preferred Stock is expected to commence within a 30-day period after the approval of listing. Until the time the application is approved, or if not approved, the Series B Preferred Stock is expected to trade on the OTC. In addition, by offering the Preferred Stock instead of notes, the exchange of Common Stock for the consideration in the exchange offer will not be presently taxable to the holders of the Common Stock.

 

Par Chadha, Exela’s Executive Chairman, noted, “It’s no secret that I believe this Company is undervalued. While I cannot ask our shareholders to participate, I plan to participate in this Offer”. Mr. Chadha along with other officers and directors have notified the Company that they are considering tendering up to 28.5% of their Common Stock in the Offer.

 

An Amended and Restated Offer to Exchange has been filed with the U.S. Securities and Exchange Commission, and can be retrieved at http://www.sec.gov. Holders of shares of Common Stock may contact D.F. King & Co., Inc., the information agent for the Offer, by calling Banks and Brokers, Call Collect: (212) 269-5550; all others, call toll-free: (888) 644-6071 or visit https://to.exelatech.com/ for this purpose.

 

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 February 24, 2022, and the related second amended and restated letter of transmittal that has been filed with the Securities and Exchange Commission on Schedule TO. Shareholders of Exela are strongly encouraged to read the Schedule TO and related exhibits because they contain important information about the Offer. The Schedule TO and related exhibits will be available without charge at the Securities and Exchange Commission's website at http://www.sec.gov.

 

 

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 over 17,500 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

 

 

 

Exhibit (a)(11)(A)

 

 

 

EXELA TECHNOLOGIES, INC.

 

Offer to Exchange up to 100,000,000 shares of its Common Stock (in 20 share increments) for up to
$125,000,000 aggregate liquidation preference of its
6.00% Series B Cumulative Convertible Perpetual Preferred Stock

 

Exela Technologies, Inc. (“we”, “us”, the “Company” or “Exela”) is offering (the “Offer”) to exchange up to 100,000,000 shares of its outstanding common stock, par value $0.0001 per share (the “Common Stock”), for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (an effective price of $1.25 per share of Common Stock), upon the terms and subject to the conditions set forth in the Offer to Exchange (as amended and supplemented from time to time, this “Offer to Exchange”) and the related Offer materials (as amended and supplemented from time to time, the “Offer Documents”). Common Stock may only be tendered in increments of 20 shares.

 

The Offer Documents contain important information that should be read carefully before any decision is made with respect to the Offer. The following summary is qualified in its entirety by the more detailed information appearing elsewhere in, or incorporated by reference into, the Offer Documents. A more comprehensive summary is available beginning on page 3 of the Offer to Exchange. Capitalized terms used but not otherwise defined in this summary have the meanings assigned to them elsewhere in the Offer Documents.

 

•    What is the Exchange Offer?

 

•

In the Offer, the Company is offering to exchange shares of Common Stock in 20 share increments and then retiring those shares. The Company is exchanging one share of Series B Preferred Stock for each 20 shares of Common Stock, thus for each increment of 20 shares of Common Stock, a shareholder will receive one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (the equivalent of $1.25 per share of Common Stock).

 

 

•

The consideration for the Offer represents a 127% increase over the last reported sales price of our Common Stock as of January 25, 2022, on the Nasdaq Capital Market of $0.55 per share.

 

•

You should read the Offer Documents in their entirety and consult your own financial, tax, legal and other advisors and must make your own decision as to whether to tender your shares of Common Stock.

 

•    If I hold through a brokerage firm (e.g., Schwab, TD Ameritrade, Fidelity, Robinhood, etc.), how do I participate in the Offer?

 

•

To tender your shares in the Exchange Offer, you need to contact your brokerage firm and follow their procedures for instructing them to tender your shares. This is typically found in the messaging center or documents center in your online portal.

 

•

Because it may take some time for the broker to process your instructions, you should contact them far enough in advance of the Expiration Date to enable them to follow your instructions. The Expiration Date is 11:59 p.m., New York City time, on March 10, 2022.

 

•

If you are having difficulty in instructing your broker, you may contact our Information Agent for assistance at D.F. King & Co., Inc., Call Toll-Free: (888) 644-6071, Email: exela@dfking.com. However, neither the Company, the Information Agent, nor the Exchange Agent can accept your tender directly, only the broker can tender on your behalf.

 

•

Some helpful links and contact information for popular retail brokerage firms included below.

 

 

•    Brokerage Firm	•    Contact Information
TD Ameritrade	Call 1-888-723-8504, option 1 https://invest.ameritrade.com/grid/p/site#r=jPage/cgi-bin/apps/u/InboxHome
Robinhood	https://robinhood.com/us/en/support/articles/how-to-contact-phone-support/ or https://robinhood.com/contact
Fidelity	https://digital.fidelity.com/ftgw/digital/corporate-actions/
E*Trade	Call 1-800-387-2331
Charles Schwab	https://client.schwab.com/Accounts/EReorg/eReOrgActiveAccountOffers.aspx   Call 1-800-435-4000
Sofi Invest	Chat with Invest Support - https://www.sofi.com/chat/v1/web/sofi/?product=invest   Call 1-(855) 525-7634
eToro	https://www.etoro.com/en-us/customer-service/

 

•    Can you provide an example on what happens if I own 1,000 shares?

 

You can either:

 

1.

Tender any amount of your 1,000 shares, as long as it is in 20 share increments, with each 20 share increments being exchanged for one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (an effective price of $1.25 per share of Common Stock) regardless of the share price when you tender. If the tender is oversubscribed, then the Series B Preferred Stock will be allocated among the tendering stockholders on a pro rata basis. For example, if 200,000,000 shares are tendered, 500 of your shares would be exchanged into 25 shares of Series B Preferred Stock and you would keep the remaining 500 common shares. If 100,000,000 shares or less are tendered then whatever amount of stock you tender, the full amount would convert into shares of Series B Preferred Stock.

 

 

2.

Do nothing and keep the 1,000 shares you currently own.

 

If you choose option 1, you will receive Series B Preferred Stock with a 6% cumulative dividend, which accrues and is payable to investors quarterly. You can choose to convert your shares of Series B Preferred Stock to shares of Common Stock at a Conversion Price of $1.25. You also have the ability to sell Series B Preferred Stock at any time you would like.

 

•    Is this exchange offer available for retail and institutional investors?

 

Yes, any type of investor can participate.

 

•    How many shares of Common Stock are sought to be exchanged in the Offer? Is it a condition to the Offer?

 

We are offering to exchange up to 100,000,000 shares of our Common Stock, representing approximately 29% of our shares of Common Stock outstanding as of January 25, 2022. The Offer is conditioned on a minimum of 20,000,000 shares having been tendered.

 

 

•    Why is the Company making the Offer?

 

The Company believes that the current price for the Common Stock does not reflect the intrinsic value of the Company. In connection with the announcement of its earnings for the third quarter of 2019, the Company announced a ‘debt reduction and liquidity improvement initiative’, whose goal was the increase of the Company’s liquidity by $125 to $150 million and the reduction of debt by $150 to $200 million in the subsequent two years. The purpose of the initiative was to position the Company for long-term success and increased shareholder value.

 

As of December 31, 2021, the Company had:

 

•

Raised $407 million of gross equity capital in 2021;

 

•

Reduced total long-term debt by $454 million in 2021;

 

•

Settled the appraisal action; and

 

•

Announced that it was on-track to exceed the free cash flow improvement of $50 million per annum in 2022

 

The Company believes that the current price for the Common Stock does not reflect these accomplishments or the intrinsic value of the Company. Thus, the Company believes that the Offer will benefit its shareholders as follows:

 

•

those who tender will hold shares of Series B Preferred Stock that have a liquidation preference equivalent to $1.25 per share of Common Stock, cumulative dividends of 6% per annum and retain the right to participate in future dividends on our Common Stock and the appreciation of our Common Stock above the Conversion Price; the equivalent liquidation preference of $1.25 per share of Common Stock represents a premium of 127% over the closing price of the Common Stock on January 25, 2022, the day prior to the commencement of the original Offer; and

 

•

those who do not exchange may benefit more from future share value accretion as a result of the reduced number of shares outstanding.

 

 

•    Why is Exela changing the form of consideration offered in the Exchange Offer from New Notes to Series B Preferred Stock?

 

As we stated when we launched this offer, the Company believes that the current price for our Common Stock does not reflect the intrinsic value of the Company. We offered to issue notes in exchange for our Common Stock to our stockholders and committed to applying to list such issued notes on a major exchange, for example NYSE American, in order to benefit from a liquid market in such notes. That exchange would have been taxable to exchanging stockholders.

 

Based on feedback from our stockholders and that, to date, no listing of the notes has been obtained, the Company is now offering perpetual, convertible preferred stock as consideration in the Offer. The Company believes that the Series B Preferred Stock offers several advantages over the originally proposed notes. First, the exchange of Common Stock for Series B Preferred Stock will, unlike the exchange for notes, not be taxable to our stockholders, and non-U.S. holders will not be required to advance a withholding tax payment. Second, we believe that it is more likely that the Series B Preferred Stock will be listed on The Nasdaq Capital Market creating a liquid market for the exchange consideration. Third, shareholders whose Common Stock is accepted for exchange will hold Series B Preferred Stock which will (1) have features similar to the notes, such as a liquidation preference equivalent to $1.25 per Common Stock and cumulative dividends of 6% per annum, and (2) provide holders with additional rights, including: (a) through the conversion feature, participation in appreciation of the Common Stock above the Conversion Price, and (b) sharing in dividends on the Common Stock on an as-if-converted basis.

 

•    What are the effects of the Offer on the ownership structure of the Company?

 

The main effect that the Offer could have is that holders of Common Stock who do not exchange their shares will see their percentage ownership of our outstanding Common Stock increase, however, the Common Stock will be junior to the Series B Preferred Stock and any other class of preferred stock in respect of the right to receive payment and rights upon liquidation. In addition, depending on the number of shareholders that elect to tender some or all of their shares of Common Stock in the Offer, there may be fewer shares of Common Stock held by non-affiliated shareholders, and there may therefore be fewer transactions in the shares of Common Stock resulting in lower liquidity than currently.

 

•    When does the Offer expire?

 

The Offer will expire at 11:59 p.m., New York City time, on March 10, 2022 (unless the Offer is extended).

 

•    What securities are being sought and what will I receive in the Offer?

 

Holders of Common Stock are being offered the opportunity to exchange each 20 shares of Common Stock they own for one share of Series B Preferred Stock having a liquidation preference equal to $25.00 (equivalent to $1.25 per share of Common Stock) (the “Exchange Ratio”), provided that (1) Common Stock must be tendered in increments of 20 shares, and (2) the aggregate liquidation preference of the Series B Preferred Stock issued to all tendering stockholders in the Offer will not exceed $125,000,000, upon the terms and subject to the conditions set forth in the Offer to Exchange.

 

In the event that a number of shares of Common Stock is tendered in the Offer that would require us to issue in excess of $125,000,000 aggregate liquidation preference of Series B Preferred Stock, then all tenders will be accepted on a pro rata basis (based on increments of 20 shares) such that the aggregate liquidation preference of the Series B Preferred Stock does not exceed $125,000,000. See “The Offer — Prorating”.

 

 

•    What are the terms of the Preferred Stock?

 

Holders of shares of our Series B Preferred Stock will be entitled to receive, when, as and if authorized by our board of directors and declared by us out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 6.00% per annum of the $25.00 liquidation preference per share of our Series B Preferred Stock, and will participate in any dividend or distribution of cash or other property paid in respect of our Common Stock pro rata with the holders of the Common Stock, in each case subject to the preferential rights of the holders of any class or series of our capital stock ranking senior to the Series B Preferred Stock (including our currently outstanding Series A Preferred Stock) with respect to dividend rights. See “Description of Series B Preferred Stock — Dividends” for additional detail.

 

The Series B Preferred Stock will be redeemable by us upon the occurrence of a Change of Control, in whole but not in part, within 120 days after the first date on which such Change of Control occurred for cash at $25.00 per share, plus accrued and unpaid dividends (whether or not earned or declared) to, but not including, the redemption date. For additional detail and the definition of a “Change of Control”, see “Description of Series B Preferred Stock — Change of Control Optional Redemption”.

 

Holders of our Series B Preferred Stock will have the option to convert some or all of the outstanding shares of Series B Preferred Stock initially into shares of Common Stock at a Conversion Price of $1.25 (subject to adjustment in certain events). In addition, if at any time the Five-Day VWAP of our Common Stock exceeds the Conversion Price, we will have the option to convert the outstanding shares of Series B Preferred Stock into shares of Common Stock at the Conversion Price (subject to adjustment in certain events). See “Description of Series B Preferred Stock — Conversion Rights” for additional detail.

 

Accordingly, because our Series B Preferred Stock will have no maturity date, and we will not be required to redeem our Series B Preferred Stock at any time, our Series B Preferred Stock will remain outstanding indefinitely unless a holder of shares of our Series B Preferred Stock decides to convert it or we decide to convert or redeem it.

 

 

•    Will the Series B Preferred Stock be freely tradable?

 

In making the Offer, we are relying on the exemption from the registration requirements of the Securities Act of 1933 contained in Section 3(a)(9) of that Act for the Series B Preferred Stock. Under that exemption, if Common Stock tendered is freely tradable, the Series B Preferred Stock received in the exchange will be freely tradable.

 

If the Common Stock tendered in the exchange is restricted, the Series B Preferred Stock will be restricted to the same degree. Our Common Stock (XELA) is listed on The Nasdaq Capital Market. On January 25, 2022, the day prior to the commencement of the original Offer, the closing per share price for the Common Stock as reported by Nasdaq was $0.55.

 

We intend to file an application to list the Series B Preferred Stock on The Nasdaq Capital Market under the symbol “XelaP.” If this application is approved, trading in the Series B Preferred Stock is expected to commence within a 30-day period after the approval of listing. However, we cannot assure you that The Nasdaq Capital Market will list the Series B Preferred Stock or that any trading market will develop for the Series B Preferred Stock. Until such time, the Series B Preferred Stock is expected to trade on the OTC. If a trading market does develop, we cannot assure you as to any price at which the Series B Preferred Stock will trade. See “Risk Factors — There may not be an active trading market for the Series B Preferred Stock”, “Description of Exela’s Common Stock” and “Description of Series B Preferred Stock”.

 

•    Is there a maximum size of the Offer?

 

Yes. We will accept up to 100,000,000 shares of Common Stock. This represents approximately 29% of our outstanding Common Stock as of January 25, 2022. If more than 100,000,000 shares are tendered, we will only accept 100,000,000 shares of Common Stock, to be allocated among the tendering stockholders on a pro rata basis (based on increments of 20 shares).

 

 

•    Are there any conditions to the Offer?

 

Yes. The Offer is conditioned on the closing conditions described under “The Offer — Conditions to the Completion of the Offer”. We will not be required, but we reserve the right, to waive any of the conditions of the Offer (to the extent permitted by applicable law) and accept for exchange any shares of Common Stock tendered (or, alternatively, we may elect to terminate the Offer) if any of the conditions of the Offer as described under “The Offer — Conditions to the Completion of the Offer” remain unsatisfied.

 

•    Under what circumstances may the Offer be terminated?

 

The Offer may be terminated if the conditions to the Offer discussed in the Offer to Exchange are not satisfied or waived or if we so elect. If the Offer is terminated and you previously have tendered shares of Common Stock, such tendered Common Stock will be credited back to an appropriate account promptly following the termination of the Offer without expense to you.

 

•    How will I be notified if the Offer is extended, amended or terminated?

 

We, in our sole discretion, may extend the Expiration Date for any reason. If the Offer is extended, amended or terminated, we will promptly make a public announcement by issuing a press release. In the case of an extension, the announcement will be issued no later than 9:00 a.m., New York City Time, on the next business day after the previously scheduled expiration date of the Exchange Offer.

 

 

•    If I choose to tender my shares of Common Stock for exchange, do I have to tender all of my shares of Common Stock?

 

No. You may tender all of your shares of Common Stock, a portion of your shares of Common Stock or none of your shares of Common Stock for exchange. See “The Offer — Terms of the Offer”.

 

•    May I withdraw my tender of shares of Common Stock?

 

Yes. You can withdraw shares of Common Stock previously tendered for exchange at any time before the Expiration Date. The Expiration Date is 11:59 p.m., New York City time, on March 10, 2022, unless extended as described in the Offer Documents. See “The Offer — Right of Withdrawal”.

 

•    What happens if I do not participate in the Offer, or if my shares of Common Stock are not accepted in the Offer because of prorating?

 

If you currently hold shares of Common Stock and do not tender them or if your shares of Common Stock are not accepted in the Offer because of prorating, your shares of Common Stock will continue to be issued and outstanding. See “The Offer — Terms of the Offer” and “The Offer — Prorating”.

 

•    How will I be taxed on the exchange of my shares of Common Stock?

 

The exchange of Common Stock for Series B Preferred Stock under the Offer is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. Assuming the Offer so qualifies, the following U.S. federal income tax consequences will generally result from the transaction:

 

•

No gain or loss will be recognized on an exchange;

 

•

Stockholders’ holding period for the Series B Preferred Stock received in an exchange will include the holding period of the Common Stock exchanged in this Offer; and

 

 

•

Stockholders’ initial tax basis of the Series B Preferred Stock received in an exchange will be equal to the adjusted tax basis of the Common Stock exchanged.

 

See “Certain Material Income Tax Considerations” for further discussion regarding U.S. federal income tax consequences.

 

•    What is the status of the Company's "at-the-market" program?

 

The Company has suspended all sales under its "at-the-market" program and such sales will remain suspended during the pendency of the Offer.

 

•    Has the Board of Directors adopted a position on the Offer?

 

Our Board of Directors has approved the making of the Offer. However, the Board of Directors has not made any recommendation as to whether you should tender your shares of Common Stock pursuant to the Offer. You should read the Offer Documents in their entirety and consult your own financial, tax, legal and other advisors and must make your own decision as to whether to tender your shares of Common Stock.

 

•    What are the interests of our directors, executive officers and affiliates in the Offer?

 

None of the Company or, to the Company’s knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Offer. See “Interests of directors, executive officers and affiliates of the Company in shares of Common Stock”. In the Offer, the Company is seeking to exchange approximately 28.5% of its Common Stock for Preferred Stock. The Company has been informed by its Executive Chairman, Mr. Par Chadha, that he plans to participate in the Offer with up to 28.5% of his Common Stock, and the Company has been informed by other officers and directors that they are considering tendering up to 28.5% of their Common Stock in the Offer. As a result, it is likely that one or more of our directors or executive officers that own shares of Common Stock will elect to tender some of their shares of Common Stock in the Offer. See “Interests of directors, executive officers and affiliates of the Company in shares of Common Stock”.

 

 

•    How quickly will the shares be retired once the exchange offer is complete?

 

We expect to immediately cancel the shares upon closing of the Offer.

 

•    Who will pay the fees and expenses associated with the Offer?

 

We will bear all of our fees and expenses incurred in connection with consummating the Offer. No brokerage commissions are payable by the stockholders to the Information Agent, the Exchange Agent or us. See “The Offer — Fees and Expenses”.

 

•    Who can answer questions concerning the Offer?

 

Requests for assistance in connection with the tender of your shares of Common Stock pursuant to the Offer may be directed to the Information Agent for the Offer, D.F. King & Co., Inc. at (toll-free) (888) 644-6071 or (collect) (212) 269-5550 or email: exela@dfking.com

 

For further updates on the Offer, please register your email in the field below.

 

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Exhibit 107

 

EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Schedule TO
(Form Type)

 

Exela Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1 to Paragraph (a)(7)

 

		Transaction Valuation				Fee rate				Amount of Filing Fee**
Fees to Be Paid		$	39,000,000	*			.00927	%		$	3,615.30
Fees Previously Paid		$	39,000,000	*						$	3,615.30
Total Transaction Valuation		$	39,000,000	*
Total Fees Due for Filing										$	3,615.30
Total Fees Previously Paid										$	3,615.30
Total Fee Offsets										$	0
Net Fee Due										$	0

 

*

Estimated solely for purposes of calculating the amount of the filing fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the product of (i) $0.39, the average of the high and low prices per share of the Issuer’s Common Stock on January 24, 2022 as reported on The Nasdaq Capital Market, and (ii) 100,000,000, the estimated number of shares of Common Stock to be exchanged in the transaction.

 

**	The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and the Fee Rate Advisory #1 for Fiscal Year 2022, issued August 23, 2021, by multiplying the transaction value by 0.0000927.