UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
EXELA TECHNOLOGIES, INC.
(Name of Applicant)
2701 E. Grauwyler Road
Irving, Texas 75061
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE
TO BE QUALIFIED
|
TITLE OF CLASS
|
|
AMOUNT
|
|
6.00% Senior Notes due 2029
|
|
Up to an aggregate principal
amount of $100,000,000
|
Approximate date of proposed Exchange Offer:
As soon as practicable after the date of this Application for Qualification
Name and address of agent for service:
Shrikant Sortur
Chief Financial Officer
Exela Technologies, Inc.
2701 E. Grauwyler Road
Irving, Texas 75061
(844) 935-2832
With a copy to:
Catherine Goodall, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
The Applicant hereby amends this application for qualification on
such date or dates as may be necessary to delay its effectiveness until: (1) the 20th day after the filing of a further amendment
which specifically states that it shall supersede this application for qualification or (2) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written
request of the Applicant.
GENERAL
ITEM 1. GENERAL INFORMATION.
|
|
(a)
|
Exela Technologies, Inc. (the “Company” or “Applicant”) is a corporation.
|
|
|
(b)
|
The Company is organized under the laws of Delaware.
|
ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE.
The Company is making an offer (the “Exchange
Offer”) to exchange up to 100,000,000 shares of its outstanding common stock, par value $0.0001 per share (the “Common Stock”),
for 6.00% senior unsecured notes due March 31, 2029 (the “New Notes”), upon the terms and conditions set forth in the
Offer to Exchange, dated January 26, 2022 (as amended and supplemented from time to time, the “Offer to Exchange”). The
Company may issue up to $100,000,000 aggregate principal amount of the New Notes, with each 25 shares of Common Stock being exchangeable
in the Exchange Offer for a New Note having a principal amount equal to $25.00 (equivalent to $1.00 per share). The Offer to Exchange
is incorporated by reference to Exhibit T3E.1. The New Notes will be issued under an indenture, the form of which is attached hereto
as Exhibit T3C.1 (the “Base Indenture”), to be dated as of the original issue date (the “Issue Date”) of
the New Notes, by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by
the first supplemental indenture, the form of which is attached hereto as Exhibit T3C.2 (the “Supplemental Indenture”,
together with the Base Indenture, the “Indenture”). The Indenture provides that the Company may issue unlimited amount of
its unsecured senior debt securities (including additional New Notes) from time to time in the future.
The Company is making the Exchange Offer in reliance
on the exemption from the registration requirements provided in Section 3(a)(9) of the Securities Act of 1933. No sales of securities
of the same class as the New Notes have been or are to be made by the Company by or through an underwriter at or about the same time as
the Exchange Offer for which the exemption is claimed. No consideration has been, or is to be, given, directly or indirectly, to any person
in connection with such Exchange Offer, except for payment of (i) the fees and expenses of its legal advisors for their legal services,
(ii) the fees of the transfer agent for its services as a transfer agent, (iii) the fees of the exchange and information agents,
for their acceptance and exchange services in relation to the Exchange Offer and (iv) fees charged by the trustee under the Indenture
for its services as trustee. The Company has not retained a dealer-manager in connection with the Exchange Offer. No holder of Common
Stock has made or will be requested to make any cash payment in connection with the Exchange Offer other than the payment of any applicable
withholding or other taxes in accordance with the terms of the Exchange Offer.
Trust Indenture Act of 1939
The Company hereby acknowledges that under Section 306(c) of
the Trust Indenture Act of 1939, it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments
of transportation or communication in interstate commerce or of the mails to offer or sell through the use or medium of any prospectus
or otherwise any security which is not registered under the Securities Act of 1933 and to which this subsection is applicable notwithstanding
the provisions of Section 304 of the Trust Indenture Act of 1939, unless such security has been or is to be issued under an indenture
and an application for qualification (the “Application” has been filed as to such indenture, or while the Application is the
subject of a refusal order or stop order or (prior to qualification) any public proceeding or examination under Section 307(c) of
the Trust Indenture Act. The failure to file an Application on a timely basis could result in an enforcement or other action by the Commission.
The Company acknowledges that the Application was
not filed until after the Exchange Offer was commenced. The Company represents that none of the New Notes under the Indenture to be qualified
by the Application have been issued and covenants that none of such notes will be issued prior to the Application being declared effective.
AFFILIATIONS
ITEM 3. AFFILIATES.
For purposes of this Application only, the Company’s
directors and executive officers may be deemed to be “affiliates” of the Company. See Item 4 “Directors and Executive
Officers” for a list of the Company’s directors and executive officers, which list is incorporated herein by reference.
The following is a list of subsidiaries of the
Company that may be deemed to be affiliates of the Company as of the date of this Application. The Company owns, directly or indirectly,
100% of the outstanding capital stock or other equity interests of each of its subsidiaries, except where otherwise indicated.
|
Name of Affiliate
|
|
Jurisdiction of
Incorporation
|
|
|
% Owned by
Applicant
|
|
|
AAXE LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Arista SA
|
|
|
France
|
|
|
|
100
|
%
|
|
Asterion Belgium N.V.
|
|
|
Belgium
|
|
|
|
100
|
%
|
|
Asterion Denmark A/S
|
|
|
Denmark
|
|
|
|
100
|
%
|
|
Asterion DM Finland A.B.
|
|
|
Finland
|
|
|
|
100
|
%
|
|
Asterion France S.A.S
|
|
|
France
|
|
|
|
100
|
%
|
|
Asterion International GmbH
|
|
|
Germany
|
|
|
|
100
|
%
|
|
Asterion Sweden A.B.
|
|
|
Sweden
|
|
|
|
100
|
%
|
|
BancTec (Canada), Inc.
|
|
|
Canada
|
|
|
|
100
|
%
|
|
BancTec (Puerto Rico), Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
BancTec B.V.
|
|
|
Netherlands
|
|
|
|
100
|
%
|
|
BancTec Europe Limited
|
|
|
U.K.
|
|
|
|
100
|
%
|
|
BancTec Group LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
BancTec Holding N.V.
|
|
|
Netherlands
|
|
|
|
100
|
%
|
|
BancTec India Pvt. Ltd.
|
|
|
India
|
|
|
|
100
|
%
|
|
BancTec Intermediate Holding, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
BancTec (Philippines), Inc.
|
|
|
Philippines
|
|
|
|
100
|
%
|
|
Banctec TPS India Private Ltd.
|
|
|
India
|
|
|
|
100
|
%
|
|
BancTec Transaktionsservice GmbH
|
|
|
Austria
|
|
|
|
100
|
%
|
|
BancTec, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Name of Affiliate
|
|
Jurisdiction of
Incorporation
|
|
% Owned by
Applicant
|
|
|
BTC International Holdings, Inc.
|
|
Delaware
|
|
|
100
|
%
|
|
BTC Ventures, Inc.
|
|
Delaware
|
|
|
100
|
%
|
|
Charter Lason, Inc.
|
|
Delaware
|
|
|
100
|
%
|
|
CorpSource Holdings, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Dataforce Interact Holdings Ltd.
|
|
U.K.
|
|
|
100
|
%
|
|
Dataforce Interact Ltd.
|
|
U.K.
|
|
|
100
|
%
|
|
Deliverex, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
DF Property Portfolio Ltd.
|
|
U.K.
|
|
|
100
|
%
|
|
DFG UK, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
DFG2 Holdings, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
DFG2, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
DocuData Solutions, L.C.
|
|
Texas
|
|
|
100
|
%
|
|
Drescher Euro-Label Sp Z.o.o.
|
|
Poland
|
|
|
100
|
%
|
|
Drescher Full-Service Versand GmbH
|
|
Germany
|
|
|
100
|
%
|
|
Economic Research Services, Inc.
|
|
Florida
|
|
|
100
|
%
|
|
ETI RE LLC
|
|
Delaware
|
|
|
100
|
%
|
|
ETI RE Holdings, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
ETI IP LLC
|
|
Delaware
|
|
|
100
|
%
|
|
ETI IP Holdings, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
ETI-MNA Holdings, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
ETI-MNA, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
ETI-XCV Holdings, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
ETI-XCV, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Enterprise Solutions, Inc.
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Finance, Inc.
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Intermediate Holdings, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Intermediate, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela RE LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Receivables 1, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Receivables Holdco, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Receivables 3, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Receivables 3 Holdco, LLC
|
|
Delaware
|
|
|
100
|
%
|
|
Exela Technologies AB
|
|
Sweden
|
|
|
100
|
%
|
|
Exela Technologies AS
|
|
Norway
|
|
|
100
|
%
|
|
Exela Technologies BV
|
|
Netherlands
|
|
|
100
|
%
|
|
Exela Technologies RE BV
|
|
Netherlands
|
|
|
100
|
%
|
|
Exela Technologies doo Belgrade
|
|
Serbia
|
|
|
100
|
%
|
|
Exela Technologies ECM Solutions GmbH
|
|
Germany
|
|
|
100
|
%
|
|
Exela Technologies GmbH
|
|
Germany
|
|
|
100
|
%
|
|
Exela Technologies Holding GmbH
|
|
Germany
|
|
|
100
|
%
|
|
Exela Technologies Ibercia S.A.
|
|
Spain
|
|
|
100
|
%
|
|
Exela Technologies Limited
|
|
U.K.
|
|
|
100
|
%
|
|
Exela Technologies Private Ltd.
|
|
India
|
|
|
100
|
%
|
|
Exela Technologies S.A.
|
|
France
|
|
|
100
|
%
|
|
Exela Technologies s.p. z.o.o.
|
|
Poland
|
|
|
100
|
%
|
|
Exela Technologies Services SA
|
|
Belgium
|
|
|
100
|
%
|
|
Exela Technologies Services SAS
|
|
France
|
|
|
100
|
%
|
|
Exela Technologies, Inc.
|
|
Delaware
|
|
|
100
|
%
|
|
Fedaso France SAS
|
|
France
|
|
|
100
|
%
|
|
Fedaso SA
|
|
Morocco
|
|
|
100
|
%
|
|
FTS Parent Inc.
|
|
Delaware
|
|
|
100
|
%
|
|
Glo-X, Inc.
|
|
Oklahoma
|
|
|
100
|
%
|
|
Name of Affiliate
|
|
Jurisdiction of
Incorporation
|
|
|
% Owned by
Applicant
|
|
|
GP Auto Empire Ltd.
|
|
|
Ireland
|
|
|
|
100
|
%
|
|
GP 2XCV Holdings, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
GP 2XCV LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
HOV Enterprise Services, Inc.
|
|
|
New Jersey
|
|
|
|
100
|
%
|
|
HOV Global Services Ltd.
|
|
|
U.K.
|
|
|
|
100
|
%
|
|
HOV Services, (Beijing) Ltd.
|
|
|
China
|
|
|
|
100
|
%
|
|
HOV Services, (Nanchang) Ltd.
|
|
|
China
|
|
|
|
100
|
%
|
|
HOV Services, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
HOV Services, LLC
|
|
|
Nevada
|
|
|
|
100
|
%
|
|
HOVG, LLC
|
|
|
Nevada
|
|
|
|
100
|
%
|
|
Ibis Consulting, Inc.
|
|
|
Rhode Island
|
|
|
|
100
|
%
|
|
Imagenes Digitales S.A. de C.V.
|
|
|
Mexico
|
|
|
|
100
|
%
|
|
J & B Software, Inc.
|
|
|
Pennsylvania
|
|
|
|
100
|
%
|
|
Kinsella Media, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Lason International, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
LexiCode Healthcare, Inc.
|
|
|
Philippines
|
|
|
|
100
|
%
|
|
Managed Care Professionals, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Merco Holdings, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Meridian Consulting Group, LLC
|
|
|
Nevada
|
|
|
|
100
|
%
|
|
Novitex Acquisition, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Novitex Enterprise Solutions Canada, Inc.
|
|
|
Canada
|
|
|
|
100
|
%
|
|
Novitex Government Solutions, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Novitex Holdings, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Novitex Intermediate, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
O.T. Drescher AG
|
|
|
Switzerland
|
|
|
|
100
|
%
|
|
Orone Contract SARL
|
|
|
Morocco
|
|
|
|
100
|
%
|
|
Pangea Acquisitions, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Plexus Europe Ltd.
|
|
|
U.K.
|
|
|
|
100
|
%
|
|
Promotora de Tecnolgia, S.A. de C.V.
|
|
|
Mexico
|
|
|
|
100
|
%
|
|
RC4 Capital, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Recognition de Mexico S.A. de C.V.
|
|
|
Mexico
|
|
|
|
100
|
%
|
|
Recognition Mexico Holding, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Regulus America LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Regulus Group II LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Regulus Group LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Regulus Holding Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Regulus Integrated Solutions LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Regulus West LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Rust Consulting, Inc.
|
|
|
Minnesota
|
|
|
|
100
|
%
|
|
Rustic Canyon III, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
S-Corp Philippines, Inc.
|
|
|
Philippines
|
|
|
|
100
|
%
|
|
SDS Applications Limited
|
|
|
U.K.
|
|
|
|
100
|
%
|
|
SDS Trading Applications Limited
|
|
|
U.K.
|
|
|
|
100
|
%
|
|
Services Integration Group, L.P.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
SIG-G.P., L.L.C.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
SourceCorp BPS, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
Sourcecorp de Mexico S.A. de C.V.
|
|
|
Mexico
|
|
|
|
100
|
%
|
|
Name of Affiliate
|
|
Jurisdiction of
Incorporation
|
|
|
% Owned by
Applicant
|
|
|
SourceCorp Legal, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
SourceCorp Management, Inc.
|
|
|
Texas
|
|
|
|
100
|
%
|
|
SOURCECORP, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
SourceHOV Canada
|
|
|
Nova Scotia
|
|
|
|
100
|
%
|
|
SourceHOV HealthCare, Inc.
|
|
|
South Carolina
|
|
|
|
100
|
%
|
|
SourceHOV Holdings, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
SourceHOV India Pvt. Ltd.
|
|
|
India
|
|
|
|
100
|
%
|
|
SourceHOV LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
TRAC Holdings, LLC
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
TRAC, LLC
|
|
|
Nevada
|
|
|
|
100
|
%
|
|
TransCentra, Inc.
|
|
|
Delaware
|
|
|
|
100
|
%
|
|
United Information Services, Inc.
|
|
|
Iowa
|
|
|
|
100
|
%
|
MANAGEMENT AND CONTROL
ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the names of, and all offices held by,
all directors and executive officers (as defined in Sections 303(5) and 303(6) of the Trust Indenture Act of 1939), respectively,
of the Company. The mailing address for each executive officer and director listed below is c/o Exela Technologies, Inc., Attention:
General Counsel, 2701 E. Grauwyler Road, Irving, Texas 75061.
|
Name
|
|
Position
|
|
Martin P. Akins
|
|
Director
|
|
Marc A. Beilinson
|
|
Director
|
|
Par Chadha
|
|
Director, Chairman of the Board of Directors
|
|
Sharon Chadha
|
|
Director
|
|
J. Coley Clark
|
|
Director
|
|
Ronald Cogburn
|
|
Chief Executive Officer and Director
|
|
Mark D. Fairchild
|
|
President, Exela Smart Office
|
|
Srini Murali
|
|
President, Americas and APAC
|
|
John H. Rexford
|
|
Director
|
|
James G. Reynolds
|
|
Director
|
|
Vitalie Robu
|
|
President, EMEA
|
|
Shrikant Sortur
|
|
Chief Financial Officer
|
|
William L. Transier
|
|
Director
|
|
Suresh Yannamani
|
|
President
|
ITEM 5. PRINCIPAL OWNERS OF VOTING SECURITIES.
The following sets forth information as to each person owning 10% or
more of the voting securities of the Company as of January 25, 2022:
Name and
Complete Mailing
Address
|
|
Title of Class Owned
|
|
Amount Owned
|
|
|
Percentage of
Voting Securities
of Each Class Owned
|
|
|
Percentage of
Combined Voting
Power Post-
Offering
|
|
|
Various entities affiliated with HGM(1), 8550 West Desert Inn Road, Suite 102-452, Las Vegas, NV 89117
|
|
Common stock
|
|
|
25,264,135
|
|
|
|
7.2
|
%
|
|
|
10.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: 10.1
|
%
|
|
|
(1)
|
Information based on Amendment Number 11 to Schedule 13D, filed with the SEC on March 26, 2020, by Mr. Par S. Chadha, HandsOn
Global Management, LLC, a Delaware limited liability company, Ex-Sigma 2 LLC, a Delaware limited liability company, Ex-Sigma LLC, a Delaware
limited liability company, HOVS LLC, a Delaware limited liability company, HandsOn Fund 4 I, LLC, a Nevada limited liability company,
HOV Capital III, LLC, a Nevada limited liability company, HOV Services Ltd., an Indian limited company, Adesi 234 LLC, a Nevada limited
liability company, HOF 2 LLC, a Nevada limited liability company, HandsOn 3, LLC, a Nevada limited liability company, SoNino LLC, The
Beigam Trust, The Rifles Trust, SunRaj LLC, Pidgin Associates LLC, Andrej Jonovic, Shadow Pond LLC, Ronald C. Cogburn, Kanwar Chadha,
Surinder Rametra, Suresh Yannamani, Mark D. Fairchild, Sanjay Kulkarni, Shrikant Sortur, Anubhav Verma, Edward J. Stephenson, Eokesh Natarajan,
Matt Reynolds, Carlos Mallen, and Mark Olschanski (collectively, the “HGM Reporting Persons”), as well as Form 4s filed
by the HGM Reporting Persons, and the books and records of the Company. According to the Schedule 13D, pursuant to voting agreements,
HGM may direct each of the HGM Reporting Persons on the voting of their shares with respect to certain matters and thus, HGM, and by virtue
of his control of HGM Mr. Chadha, may be deemed to beneficially own the 25,264,135 shares of Common Stock attributable to the HGM
Reporting Persons, including 23,487,517 shares of Common Stock, 1,009,033 shares of Common Stock issuable upon conversion of 2,127,063
shares of the Series A Perpetual Convertible Preferred Stock (“Series A Preferred Stock”) held by HGM Reporting
Persons as of January 25, 2022, 438,598 shares issuable in connection with vested or imminently vesting RSUs and 328,986 shares issuable
upon exercise of vested options held by certain HGM Reporting Persons. Percent of class, in the case of HGM refers to 350,520,544 shares
of Common Stock outstanding, and includes the shares of Common Stock issuable upon conversion of shares of the Series A Preferred
Stock, shares issuable upon exercise of vested options and the vesting RSUs.
|
ITEM 6. UNDERWRITERS.
|
|
(a)
|
Within the past three years, the following persons acted as an underwriter for the Company’s Common Stock.
|
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171
BNP Paribas Securities Corp.
787 7th Avenue, 8th Floor
New York, New York 10019
Cantor Fitzgerald & Co.
499 Park Avenue
New York, NY 10022
Mizuho Securities USA LLC
1271 Avenue of the Americas, 3rd Floor
New York, New York 10020
Needham & Company, LLC
250 Park Avenue
New York, NY 10177
|
|
(b)
|
No person is acting as an underwriter for the offer or sale of the New Notes proposed to be issued under the Indenture.
|
ITEM 7. CAPITALIZATION.
|
|
(a)
|
Set forth below is certain information as to each authorized class of securities of the Company as of January 25, 2022.
|
|
Title of Class
|
|
Amount
Authorized (Number of
Shares)
|
|
|
Amount
Outstanding
(Number of
Shares)
|
|
|
Common stock, par value of $0.0001 per share
|
|
|
1,600,000,000
|
|
|
|
348,743,927
|
|
|
Preferred stock, par value of $0.0001 per share
|
|
|
20,000,000
|
|
|
|
2,778,111
|
|
INDENTURE SECURITIES
ITEM 8. ANALYSIS OF INDENTURE PROVISIONS.
The New Notes will be subject to the Base Indenture,
as supplemented by the Supplemental Indenture. The following is a summary of the provisions of the Indenture required to be summarized
by Section 305(a)(2) of the Trust Indenture Act of 1939 and is not a complete description of the Indenture provisions discussed.
Holders of New Notes are encouraged to read the entire Indenture because many provisions that will control the rights of a holder of New
Notes are not described in this analysis. The description makes use of a number of terms defined in the Indenture and is qualified in
its entirety by express reference to the Base Indenture and the Supplemental Indenture included as Exhibits T3C.1 and T3C.2 hereto.
|
|
(a)
|
Events of Default; Withholding of Notice
|
An “Event of Default” will occur under the Indenture if:
|
|
(1)
|
default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period
of 30 days;
|
|
|
(2)
|
default in the payment of the principal of (or premium, if any, on) any Note;
|
|
|
(3)
|
default in the performance, or breach, of any covenant of the Company in this Indenture with respect to the Notes, and continuance
of such default or breach for a period of 60 days after there has been sent to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Notes, a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a “Notice of Default” hereunder;
|
|
|
(4)
|
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days; or
|
|
|
(5)
|
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of
a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by the Company of an
assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of any such action.
|
Except in the case of a Default or Event of Default in payment of principal
of, premium or interest on, any Note, the Trustee shall not be deemed to have knowledge of an Event of Default hereunder (except for those
described in paragraphs (1) and (2) above, if the Trustee is then the Paying Agent) unless a Responsible Officer of the Trustee
shall have actual knowledge thereof or shall have received written notice thereof from the Company or any Holder and such notice references
the Securities and this Indenture.
|
|
(b)
|
Authentication and Delivery of the New Notes; Use of Proceeds
|
Securities may be executed and delivered by the
Company in such aggregate principal amount outstanding of not more than the aggregate principal amount as specified in the supplemental
indenture of such series of Security, to the Trustee for authentication, accompanied by a Company Order directing such authentication
and specifying the amount of Securities to be authenticated, the applicable rate at which interest (if any) will accrue on such Securities,
the date on which the original issuance of such series of Securities is to be authenticated, the date from which interest (if any) will
begin to accrue, the date or dates on which interest (if any) on such Securities will be payable and the date on which the principal of
such Securities will be payable and other terms relating to such Securities. The Trustee shall thereupon authenticate and deliver such
Securities.
There will be no proceeds (and therefore no application
of proceeds) from the issuance of the New Notes because the New Notes will be issued in exchange for shares of Common Stock of the Company
pursuant to the Offer to Exchange. No provisions are contained in the Indenture with respect to the Company’s use of proceeds of
the issuance of the New Notes.
|
|
(c)
|
Release and Substitution of
Property Subject to Lien of the Indenture
|
The New Notes are unsecured obligations of the
Company. As such, the New Notes are not secured by any lien on any property.
|
|
(d)
|
Satisfaction and Discharge
of the Indenture
|
The Company may discharge its obligations under
the Securities of each series (including the New Notes) (except for those surviving obligations specifically set forth in the Indenture)
when:
(1) either (i) all the Securities have
been delivered to the Trustee for cancellation, or (ii) the Securities not delivered to the Trustee for cancellation have become
due and payable or an irrevocable notice of redemption with respect to all the Securities has been sent by the Company in accordance with
the Indenture and the Company has irrevocably deposited in trust with the Trustee solely for the benefit of the holders money, government
notes or a combination thereof, in an amount sufficient to pay and discharge the entire debt on such Securities; and
(2) the Company has paid or caused to be paid
all sums payable under the Indenture by the Company.
Notwithstanding the satisfaction and discharge
of the Indenture, certain of the Company’s obligations shall survive as specified in the Indenture.
|
|
(e)
|
Evidence of Compliance with
Conditions and Covenants of the Indenture
|
The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending after the date hereof, an Officer’s Certificate signed by the principal
executive officer, principal financial officer or principal accounting officer stating whether or not to the best knowledge of the signer
thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions applicable to the Company
and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.
If any default or Event of Default under Section 5.1 has occurred and is continuing, within 30 days after its becoming aware of such
occurrence the Company shall deliver to the Trustee an Officer’s Certificate specifying such event and what action the Company is
taking or proposes to take with respect thereto.
ITEM 9. OTHER OBLIGORS.
None.
CONTENTS OF APPLICATION FOR QUALIFICATION
This Application for qualification comprises:
|
|
(a)
|
Pages numbered 1 to 12, consecutively.
|
|
|
(b)
|
The statement of eligibility and qualification on Form T-1 of U.S. Bank National Association, as trustee under the Indenture to be qualified
(filed herewith as Exhibit 25.1).
|
|
|
(c)
|
The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the Trustee:
|
|
Exhibit
|
Description
|
|
|
|
|
Exhibit T3A
|
Restated Certificate of Incorporation of Exela Technologies, Inc., dated July 12, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed with the Commission on July 18, 2017).
|
|
Exhibit T3B.1
|
Second Amended and Restated Bylaws of Exela Technologies, Inc., dated November 6, 2019 (incorporated herein by reference to Exhibit 3.2 to the Company's Form 10-Q for the quarter ended September 30, 2019 filed with the Commission on November 12, 2019).
|
|
Exhibit T3B.2
|
Certificate of Amendment to Bylaws of Exela Technologies, Inc., dated October 11, 2021 (incorporated by reference to Exhibit 3.2 to the
Company's Form 8-K filed with the Commission on October 12, 2021).
|
|
Exhibit T3B.3
|
Certificate of Amendment No. 2 to Bylaws of Exela Technologies, Inc., dated December 27, 2021 (incorporated by reference to Exhibit 3.2
to the Company's Form 8-K filed with the Commission on December 27, 2021).
|
|
Exhibit T3C
|
Certificate of Amendment to Bylaws of Exela Technologies, Inc., dated October 11, 2021 (incorporated by reference to Exhibit 3.2 to the
Company's Form 8-K filed with the Commission on October 12, 2021).
|
|
Exhibit T3D
|
Certificate of Amendment No. 2 to Bylaws of Exela Technologies, Inc., dated December 27, 2021 (incorporated by reference to Exhibit 3.2
to the Company's Form 8-K filed with the Commission on December 27, 2021).
|
|
Exhibit T3C.1*
|
Form of Indenture between the Company and U.S. Bank National Association, as Trustee.
|
|
Exhibit T3C.2*
|
Form of First Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee, relating to the Company’s 6.00% Senior Notes due 2029
|
|
Exhibit T3D
|
Not Applicable
|
|
Exhibit T3E.1
|
Offer to Exchange of the Company, dated January 26, 2022 (incorporated herein by reference to Exhibit (a)(1)(A) of the Company's Tender Offer Statement on Schedule TO filed on January 26, 2022).
|
|
Exhibit T3E.2
|
Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Company's Tender Offer Statement on Schedule TO filed on January 26, 2022).
|
|
Exhibit T3F
|
Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C1).
|
|
Exhibit 25.1*
|
Statement of Eligibility of U.S. Bank National Association as the Trustee on Form T-1 for the Form of Indenture.
|
* filed
herewith
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Exela Technologies, Inc., a corporation organized and existing under the laws of Delaware, has duly caused this application
to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the
City of New York, and the State of New York, on the 1st day of February, 2022.
|
|
Exela Technologies, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Shrikant Sortur
|
|
|
|
Name: Shrikant Sortur
|
|
|
|
Title: Chief Financial Officer
|
|
Attest:
|
/s/ Erik Mengwall
|
|
|
|
Name: Erik Mengwall
|
|
|
|
Title: Secretary
|
|
Exela Technologies (PK) (USOTC:XELAW)
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