#Common stock pro rata series
There is no maximum size of the Preferred Stock Offer and Exela will accept all shares of Series B Preferred Stock validly tendered for exchange pursuant to the Preferred Stock Offer.
#Common stock pro rata plus
Holders of Common Stock who validly tender on or prior to the Expiration Date (unless extended), will receive for each share of Series B Preferred Stock tendered, one share of Series B1 Preferred Stock, plus a cash payment equal to accrued but unpaid dividends on the Series B Preferred Stock through the date of issue of the Series B1 Preferred Stock. If the number of shares of Common Stock designated by all tendering holders of shares of Common Stock making valid tender exceeds 100,000,000, then all tenders will be accepted on a pro rata basis such that the aggregate liquidation preference of Series B1 Preferred Stock issued in exchange for Common Stock does not exceed $125,000,000. The maximum number of shares of Common Stock that may be exchanged into Series B1 Preferred Stock in the Common Stock Offer is 100,000,000. Holders of Common Stock who validly tender on or prior to 11:59 p.m., New York City time, on May 16, 2022 (unless extended, the “Expiration Date”), will receive for each 20 shares of Common Stock tendered, one share of Series B1 Preferred Stock with a liquidation preference of $25.00. The Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Exchange dated April 18, 2022, as may be amended or supplemented in accordance with the terms thereof. If the Common Stock or Series B Preferred Stock tendered in the exchange is restricted, the Series B1 Preferred Stock will be restricted to the same degree. If Common Stock or Series B Preferred Stock tendered is freely tradable, the Series B1 Preferred Stock received in the exchange will be freely tradable. Exela is also offering to exchange all of the outstanding 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”) for Series B1 Preferred Stock, with each share of Series B Preferred Stock being exchangeable in the Offer for one share of Series B1 Preferred Stock and an amount in cash equal to the accrued but unpaid dividends on the Series B Preferred Stock through the date of issue of the Series B1 Preferred Stock. IRVING, Texas, Ap(GLOBE NEWSWIRE) - Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA), announced today that it has commenced an offer (the “Offer”) to holders of Exela’s outstanding shares of common stock (the “Common Stock”), to exchange up to 100,000,000 shares of Common Stock for up to $125,000,000 aggregate liquidation preference of its 6.00% Series B1 Cumulative Convertible Perpetual Preferred Stock (“Series B1 Preferred Stock”), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B1 Preferred Stock having a liquidation preference of $25.00 per share of Series B1 Preferred Stock (an effective price of $1.25 per share of Common Stock). Each broker and nominee is different and shareholders must follow the applicable requirements and deadlines of their broker or nominee.
Shareholders who hold their stock through a broker or other nominee will likely have an earlier deadline by which they must instruct their broker or nominee to tender.For record holders of stock the expiration time of the offer is 11:59 p.m.Holders of Series B Preferred Stock will also be entitled to exchange their shares for an equivalent number of shares of the new class of preferred stock plus a cash payment equal to accrued but unpaid dividends.Shares tendered will be retired, reducing share count by approximately 20.6%.$25 liquidation preference represents a 257% premium to the closing share price of $0.35 on Apon a per share of common stock equivalent basis.Shareholders can exchange blocks of 20 shares of common stock into a $25 liquidation preference, 6% cumulative dividend, voting, convertible preferred stock.
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