Statement of Beneficial Ownership (sc 13d)
17 Dezembro 2021 - 7:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Exela
Technologies, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 par value
(Title
of Class of Securities)
30162V201
(CUSIP
Number)
Bryant
R. Riley
B.
Riley Financial, Inc.
11100
Santa Monica Boulevard, Suite 800
Los
Angeles, CA 90025
(818)
884-3737
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
8, 2021
(Date
of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
1
|
|
NAME
OF REPORTING PERSONS
B. Riley
Financial, Inc.
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS
AF
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE
VOTING POWER
0
|
|
8
|
|
SHARED
VOTING POWER
14,271,322
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
14,271,322
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,271,322
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%*
|
14.
|
|
TYPE
OF REPORTING PERSON
HC
|
*
|
Percent of class is calculated
based on 259,431,529 shares of common stock, par value $0.0001 (the “Common Stock”), of Exela Technologies, Inc. (the
“Issuer”) outstanding as of December 8, 2021.
|
1
|
|
NAME
OF REPORTING PERSONS
B. Riley
Securities, Inc.
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS
WC
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE
VOTING POWER
0
|
|
8
|
|
SHARED
VOTING POWER
14,271,322
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
14,271,322
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,271,322
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%*
|
14.
|
|
TYPE
OF REPORTING PERSON
BD
|
*
|
Percent of class is calculated
based on 259,431,529 shares of Common Stock of the Issuer outstanding as of December 8, 2021.
|
1
|
|
NAME
OF REPORTING PERSONS
Bryant
R. Riley
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS
PF, AF
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE
VOTING POWER
800,000
|
|
8
|
|
SHARED
VOTING POWER
14,271,322
|
|
9
|
|
SOLE
DISPOSITIVE POWER
800,000
|
|
10
|
|
SHARED
DISPOSITIVE POWER
14,271,322
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,071,322
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%*
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
*
|
Percent of class is calculated
based on 259,431,529 shares of Common Stock of the Issuer outstanding as of December 8, 2021.
|
ITEM 1.
|
SECURITY
AND ISSUER
|
This
statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Exela Technologies,
Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2701 East Grauwyler
Rd., Irving, TX 75061.
ITEM 2.
|
IDENTITY
AND BACKGROUND
|
This
Schedule 13D is being filed by the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
|
(1)
|
B. Riley
Financial, Inc. (“BRF”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd.,
Suite 800, Los Angeles, California 90025. The principal business of BRF is serving as a holding company. Set forth on Schedule A
annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal
business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the executive
officers and directors of BRF. To the best of BRF’s knowledge, except as otherwise set forth herein, none of the persons listed
on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required
to be disclosed herein.
|
|
(2)
|
B. Riley Securities, Inc. (“BRS”) is a
Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.
The principal business of BRS is serving as a broker dealer.
|
|
|
|
|
(3)
|
The address of the business office of Bryant R. Riley
is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. Bryant R. Riley, an individual, is the Co-Chief Executive
Officer and Chairman of the Board of Directors of BRF.
|
During
the last five years, none of the Reporting Persons nor any person listed on Schedule A have been: (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3.
|
SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION
|
The information
set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.
|
(1)
|
The aggregate purchase price of the 14,271,322 shares of Common Stock
beneficially owned by BRS was approximately $15,413,028. The source of funds for acquiring the securities described herein that are directly
owned by BRS was the working capital of BRS.
|
|
(2)
|
The aggregate purchase price of the 800,000 shares
of Common Stock beneficially owned by Bryant R. Riley was approximately $983,920. The source of funds for acquiring the securities
described herein that are directly owned by Bryant R. Riley was the personal funds of Bryant R. Riley.
|
ITEM 4
|
PURPOSE OF THE TRANSACTION
|
|
.
|
The
Reporting Persons purchased the Common Stock reported hereunder for investment purposes, and such purchases were made in the ordinary
course of business of the Reporting Persons.
In pursuing
such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common
Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices
of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from
the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations,
prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions,
as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and
evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer (the
“Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment
and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and
result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information
with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations,
governance or capitalization; (4) pursuing a transaction that would result in the Reporting Persons’ acquisition of all
or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through
(j) of Item 4 of Schedule 13D.
In
addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and
proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth
in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some
or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions
or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
|
ITEM 5.
|
INTEREST
OF SECURITIES OF THE ISSUER.
|
(a) –
(b)
|
1.
|
As of the date hereof, BRS beneficially owned directly 14,271,322 shares
of Common Stock, representing 5.5% of the Issuer’s Common Stock.
|
|
2.
|
BRF is
the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS.
|
|
3.
|
Bryant R. Riley may beneficially own 800,000 shares of Common Stock
representing 0.3% of the Issuer’s Common Stock, of which (i) 500,000 shares are held jointly with his wife, Carleen Riley, (ii)
75,000 shares are held as sole custodian for the benefit of Abigail Riley, (iii) 75,000 shares are held as sole custodian for the benefit
of Charlie Riley, (iv) 75,000 shares are held as sole custodian for the benefit of Eloise Riley, and (v) 75,000 shares are held as sole
custodian for the benefit of Susan Riley. Bryant R. Riley may also beneficially own 14,271,322 shares of Common Stock, representing 5.5%
of the Issuer’s Common Stock, outstanding and held directly by BRS in the manner specified in paragraph (1) above. Bryant R. Riley
disclaims beneficial ownership of the shares held by BRS except to the extent of his pecuniary interest therein.
|
(c) Except
for the transactions described in Item 4 and Schedule B of this Schedule 13D, the Reporting Persons have not engaged in any transaction
during the past 60 days involving the common stock of the Issuer.
(d) None.
(e) Not applicable.
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
|
ATM
Agreement
The
Issuer, BRS and certain other agents are party to a certain At Market Issuance Sales Agreement dated as of September 30, 2021 pursuant
to which the Issuer may offer and sell, from time to time, through or to the applicable agent, acting as sales agent or principal, shares
of the Issuer’s common stock, having an aggregate offering price of up to $250.0 million. (A copy of this agreement is attached
as an exhibit to this Schedule 13D and incorporated herein by reference).
Secured
Promissory Note
A
subsidiary of the Issuer, GP 2XCV LLC (“Borrower”), entered into a Secured Promissory Note dated as of November 17, 2021,
with B. Riley Commercial Capital, LLC (“BRCC”), a subsidiary of BRF, in the original principal amount of $75.0 million, as
increased to $115.0 million as of December 7, 2021, as they same may be amended from time to time, The purpose of the facility is to
enable the Borrower to acquire (i) certain notes issued under that certain 10.000% First-Priority Senior Secured Notes Due 2023 Indenture,
dated as of July 12, 2017 (the “Indenture”), among Exela Intermediate LLC and Exela Finance Inc., and Wilmington Trust, National
Association, as trustee (as amended, restated, supplemented or otherwise modified from time to time), (ii) certain term loans advanced
under that certain First Lien Credit Agreement, dated as of July 12, 2017 (the “Credit Agreement”), among Exela Intermediate
Holdings LLC, Exela Intermediate LLC, the financial institutions identified therein as “Lenders” and Wilmington Savings Fund
Society, FSB, as successor administrative agent and successor collateral agent (as amended, restated, supplemented or otherwise modified
from time to time), and (iii) certain other securities. (A copy of this note is attached as an exhibit to this Schedule 13D and incorporated
herein by reference).
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December
17, 2021
B. RILEY FINANCIAL, INC.
|
|
|
|
/s/
Bryant Riley
|
|
Name:
|
Bryant Riley
|
|
Title:
|
Co-Chief Executive Officer
|
|
B. RILEY SECURITIES, INC.
|
|
|
|
/s/
Andrew Moore
|
|
Name:
|
Andrew Moore
|
|
Title:
|
Chief Executive Officer
|
|
|
|
/s/
Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
SCHEDULE
A
Executive
Officers and Directors of B. Riley Financial, Inc.
Name
and Position
|
|
Present
Principal Occupation
|
|
Business
Address
|
|
Citizenship
|
Bryant
R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer
|
|
Chief Investment Officer of BRC Partners Opportunity
Fund, LP; Chief Executive Officer of B. Riley Capital Management, LLC; and Chairman of the Board of Directors and Co-Chief Executive
Officer of B. Riley Financial, Inc.
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Thomas
J. Kelleher
Co-Chief Executive Officer and Director
|
|
Co-Chief Executive Officer and Director of B. Riley
Financial, Inc.; and President of B. Riley Capital Management, LLC.
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Phillip
J. Ahn
Chief Financial Officer and Chief Operating Officer
|
|
Chief Financial Officer and Chief Operating Officer
of B. Riley Financial, Inc.
|
|
30870
Russell Ranch Rd
Suite
250
Westlake
Village, CA 91362
|
|
United States
|
Kenneth
Young
President
|
|
President of B. Riley Financial, Inc.; and Chief Executive
Officer of B. Riley Principal Investments, LLC
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Alan N.
Forman
Executive Vice President, General Counsel and Secretary
|
|
Executive Vice President, General Counsel and Secretary
of B. Riley Financial, Inc.
|
|
299 Park Avenue, 21st Floor
New York, NY 10171
|
|
United States
|
Howard
E. Weitzman
Senior Vice President and Chief Accounting Officer
|
|
Senior Vice President and Chief Accounting Officer
of B. Riley Financial, Inc.
|
|
30870
Russell Ranch Rd
Suite
250
Westlake
Village, CA 91362
|
|
United States
|
Daniel
Shribman
Chief Investment Officer
|
|
Chief Investment Officer of B. Riley Financial, Inc.;
and President of B. Riley Principal Investments, LLC
|
|
299 Park Avenue, 21st Floor
New York, NY 10171
|
|
United States
|
Robert
L. Antin
Director
|
|
Co-Founder of VCA, Inc., an owner and operator of Veterinary
care centers and hospitals
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Robert
D’Agostino
Director
|
|
President of Q-mation, Inc., a supplier of software
solutions
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Randall
E. Paulson
Director
|
|
Special Advisor to Odyssey Investment Partners, LLC,
a private equity investment firm.
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Michael
J. Sheldon
Director
|
|
Chairman and Chief Executive Officer of Deutsch North
America, a creative agency – Retired
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Mimi Walters
Director
|
|
U.S. Representative from California’s 45th Congressional
District – Retired
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Mikel
Williams
Director
|
|
Chief Executive Officer and Director of privately held
Targus International, LLC, supplier of carrying cases and accessories
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
SCHEDULE
B
Transactions
within the Past 60 Days
Trade
Date
|
|
Transaction
|
|
Amount
of
Securities
|
|
|
Price
|
|
|
Reporting
Person
|
12/8/2021
|
|
Purchase
|
|
|
18,518,519
|
|
|
$
|
1.08
|
|
|
B. Riley Securities, Inc.
|
12/10/2021
|
|
Purchase
|
|
|
800,000
|
|
|
$
|
1.2299
|
|
|
Bryant R. Riley
|
12/14/2021
|
|
Sale
|
|
|
170,967
|
|
|
$
|
1.19
|
|
|
B. Riley Securities, Inc.
|
12/15/2021
|
|
Sale
|
|
|
2,083,345
|
|
|
$
|
1.1197
|
|
|
B. Riley Securities, Inc.
|
12/16/2021
|
|
Sale
|
|
|
1,199,812
|
|
|
$
|
1.1195
|
|
|
B. Riley Securities, Inc.
|
12/17/2021
|
|
Sale
|
|
|
793,073
|
|
|
$
|
1.0979
|
|
|
B.
Riley Securities, Inc.
|
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