Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2022, certain subsidiaries of Exela Technologies, Inc., a Delaware
corporation (the "Company" or "us") entered into an Amended and Restated
Receivables Purchase Agreement (the "Receivables Purchase Agreement"), by and
among Exela Receivables 3, LLC (the "Seller"), a wholly-owned indirect
subsidiary of the Company, the purchasers (each, a "Purchaser" and collectively
the "Purchasers"), PNC Bank, National Association, as administrative agent (the
"Administrative Agent") and the Company, as initial servicer. Under the
Receivables Purchase Agreement, the Seller will sell receivables originated by
certain subsidiaries of the Company. The Seller may make investment requests
from time to time from the Purchasers under the Receivables Purchase Agreement,
which investment requests will be supported by the sold receivables and subject
to a capital coverage base, which is based on the outstanding balance of
eligible receivables less excess concentration amounts and reserves. The
Purchasers have committed an amount of up to $150 million under the Receivables
Purchase Agreement. The scheduled termination date of the Receivables Purchase
Agreement is June 17, 2025, subject to earlier termination due to a termination
event described in the Receivables Purchase Agreement.
On June 17, 2022 the Company made the initial investment request under the
Receivables Purchase Agreement and used a portion of the proceeds to repay the
Company's Existing Receivables Securitization Facility (as defined below). The
Company will use the remaining proceeds for general corporate purposes.
In connection with the Receivables Purchase Agreement, the parties also entered
(i) an Amended and Restated First Tier Receivables Purchase and Sale Agreement
(the "First Tier Purchase and Sale Agreement"), dated as of June 17, 2022, by
and among Exela Receivables 3 Holdco, LLC (the "Parent SPE"), a wholly-owned
indirect subsidiary of the Company, and certain other indirect, wholly-owned
subsidiaries of the Company listed therein (collectively, the "Originators"),
and the Company, as initial servicer, pursuant to which each Originator has sold
or contributed and will sell or contribute to the Parent SPE certain receivables
and related assets in consideration for a combination of cash and equity in the
Parent SPE, (ii) an Amended and Restated Second Tier Purchase and Sale Agreement
(the "Second Tier Purchase and Sale Agreement", and together with the First Tier
Purchase and Sale Agreement, the "Purchase and Sale Agreements"), dated as of
June 17, 2022, by and among, the Seller, the Parent SPE and the Company, as
initial servicer, pursuant to which Parent SPE has sold or contributed and will
sell or contribute to the Seller certain receivables and related assets in
consideration for a combination of cash and equity in the Seller, (iii) the
Amended and Restated Sub-Servicing Agreement (the "Sub-Servicing Agreement"),
dated as of June 17, 2022, by and among the Company and each Originator, (iv)
the Amended and Restated Pledge and Guaranty (the "Guaranty"), dated as of the
June 17, 2022, between the Parent SPE and the Administrative Agent, and (v) the
Performance Guaranty (the "Performance Guaranty"), dated as of June 17, 2022,
between the Company, as performance guarantor, and the Administrative Agent (and
together with all other certificates, instruments, UCC financing statements,
reports, notices, agreements and documents executed or delivered in connection
with the Receivables Purchase Agreement, the "Agreements").
The Seller, the Company, the Parent SPE and the Originators provide customary
representations and covenants under the Agreements. The Receivables Purchase
Agreement provides for certain termination events upon the occurrence of which
the Administrative Agent may declare the facility's termination date to have
occurred and declare the outstanding amounts and all other obligations of the
Seller to be immediately due and payable. The Receivables Purchase Agreement
aligns reporting obligations with the Company's other material indebtedness
agreements.
The foregoing description of the Agreements does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreements.
The Receivables Purchase Agreement, the First Tier Purchase and Sale Agreement,
the Second Tier Purchase and Sale Agreement, the Sub-Servicing Agreement, the
Guaranty, and the Performance Guaranty, copies of which are attached hereto as
Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit
10.6, respectively, are incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
On June 17, 2022, the Company repaid in full the 11.25% loans outstanding under
the Loan and Security Agreement (the "Existing Receivables Securitization
Facility"), dated as of December 17, 2020, by and among Exela Receivables 3,
LLC, the lenders party thereto, Alter Domus (US), LLC, as administrative agent,
and the Company, as initial servicer. The aggregate outstanding principal
amount of loans under the Existing Receivables Securitization Facility was
approximately $91.9 million. The early termination of the facility triggered an
early termination fee of $ 2,758,418.01 and required repayment of approximately
$95.2 million in respect of principal, accrued interest and fees. All
obligations under the Existing Receivables Securitization Facility (other than
contingent indemnification obligations that expressly survive termination) have
been terminated upon repayment. A description of the Existing Receivables
Securitization Facility is set forth in the Company's Current Report on Form 8-K
filed on December 17, 2020.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Amended and Restated Receivables Purchase Agreement, dated as of June
17, 2022, by and among the Seller, the Purchasers, PNC Bank, National
Association, as Administrative Agent and the Company, as initial
servicer.
10.2 First Tier Receivable Purchase and Sale Agreement, dated as of June
17, 2022, by and among Parent SPE, and certain other indirect,
wholly-owned subsidiaries of the Company listed therein, and the
Company, as initial servicer.
10.3 Second Tier Receivables Purchase and Sale Agreement, dated as of June
17, 2022, by and among, the Seller, the Parent SPE and the Company, as
initial servicer, pursuant to which Parent SPE has sold or contributed
and will sell or contribute to the Seller certain receivables and
related assets in consideration for a combination of cash and equity in
the Seller.
10.4 Amended and Restated Sub-Servicing Agreement, dated as of June 17,
2022, by and among the Company and each Originator.
10.5 Amended and Restated Pledge and Guaranty, dated as of the June 17,
2022, between the Parent SPE and the Administrative Agent
10.6 Performance Guaranty, dated as of June 17, 2022, between the Company,
as performance guarantor, and the Administrative Agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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