0001104659-22-034132.txt : 20220315 0001104659-22-034132.hdr.sgml : 20220315 20220315215140 ACCESSION NUMBER: 0001104659-22-034132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220311 FILED AS OF DATE: 20220315 DATE AS OF CHANGE: 20220315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairchild Mark D. CENTRAL INDEX KEY: 0001449246 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 22743169 MAIL ADDRESS: STREET 1: 2701 E. GRAUWYLER ROAD CITY: IRVING STATE: TX ZIP: 75061 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Exela Technologies, Inc. CENTRAL INDEX KEY: 0001620179 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 471347291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2701 EAST GRAUWYLER RD. CITY: IRVING STATE: TX ZIP: 75061 BUSINESS PHONE: 844-935-2832 MAIL ADDRESS: STREET 1: 2701 EAST GRAUWYLER RD. CITY: IRVING STATE: TX ZIP: 75061 FORMER COMPANY: FORMER CONFORMED NAME: Quinpario Acquisition Corp. 2 DATE OF NAME CHANGE: 20140922 4 1 tm228645-8_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-03-11 0 0001620179 Exela Technologies, Inc. XELA 0001449246 Fairchild Mark D. C/O EXELA TECHNOLOGIES, INC. 2701 E. GRAUWLER RD. IRVING TX 75061 0 1 0 0 Pres., Exela Smart Office Common Stock 2022-03-11 4 D 0 16100 D 32214 D 6.00% Series B Cumulative Convertible Perpetual Pref. Stock 1.25 2022-03-11 4 A 0 805 A Common Stock 16100 805 D On March 11, 2022, the Issuer completed an offer to exchange shares of its Common Stock for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (the "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). For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the transactions contemplated by this Form 4. Holders of the Issuer's Series B Preferred Stock have the option to convert some or all of their 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 the Issuer's Common Stock exceeds the Conversion Price, the Issuer will have the option to convert all outstanding shares of Series B Preferred Stock into shares of Common Stock at the Conversion Price of $1.25. The Series B Preferred Stock has no maturity date. A liquidation preference of $25.00 per share of Series B Preferred Stock means an effective price of $1.25 per share of Common Stock tendered in the Offer. See Exhibit 99.1 Exhibit 99.1 - Explanation of Responses /s/ Mark D. Fairchild 2022-03-15 EX-99.1 2 tm228645d8_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

EXPLANATION OF RESPONSES

(1) On March 11, 2022, the Issuer completed an offer to exchange shares of its Common Stock for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (the “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). For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the transactions contemplated by this Form 4.

(2) Holders of the Issuer’s Series B Preferred Stock have the option to convert some or all of their 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 the Issuer’s Common Stock exceeds the Conversion Price, the Issuer will have the option to convert all outstanding shares of Series B Preferred Stock into shares of Common Stock at the Conversion Price of $1.25. The Series B Preferred Stock has no maturity date.

(3) This number represents the number of shares of Series B Preferred Stock received pursuant to the Exchange Offer, rather than the number of shares of Common Stock into which the Series B Preferred Stock could be converted pursuant to its terms.

(4) A liquidation preference of $25.00 per share of Series B Preferred Stock means an effective price of $1.25 per share of Common Stock tendered in the Offer.