UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02. | Termination of a Material Definitive Agreement. |
On August 27, 2021, ExlService Holdings, Inc. (the “Company”) entered into a Payoff and Termination Agreement (the “Payoff and Termination Agreement”) with Orogen Echo LLC (“Orogen”), an affiliate of The Orogen Group, pursuant to which the parties thereto agreed to (i) a negotiated private exchange and prepayment of the Company’s $150,000,000 aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024 (the “Notes”) and (ii) except as set forth in the Payoff and Termination Agreement, terminate the Investment Agreement, dated as of October 1, 2018, between the Company and Orogen (the “Investment Agreement”) related to the initial issuance of the Notes and other matters set forth therein.
In accordance with the terms of the Payoff and Termination Agreement, the Company settled its outstanding obligations under the Notes by making a cash payment to Orogen of $200 million, plus accrued and unpaid interest under the Notes through, and including, August 26, 2021, and by issuing directly to Orogen 310,394 shares of the Company’s common stock, which share amount was calculated using a 20-day volume weighted average price ending on, and including, August 26, 2021. In addition, subject to certain exceptions, Orogen agreed to a 90-day lock-up with respect to the transferability of shares of the Company’s common stock issued pursuant to the Payoff and Termination Agreement.
The Company satisfied the cash payment obligation under the Payoff and Termination Agreement with cash drawn from its existing Credit Agreement, dated as of November 21, 2017 (as amended, restated, amended and restated, modified or supplemented from time to time through the date hereof, the “Credit Agreement”), by and among the Company, each other Loan Party (as defined in the Credit Agreement), Citibank N.A., as administrative agent, and certain Lenders (as defined in the Credit Agreement) party to the Credit Agreement.
As a result of settlement of the Notes, as of August 27, 2021, the Indenture governing the Notes, dated as of October 4, 2018, between the Company and Citibank, N.A., as trustee (the “Indenture”), has been satisfied and discharged in accordance with its terms.
The foregoing description is not complete and qualified in its entirety by reference to the terms of the Payoff and Termination Agreement, a copy of which is filed herewith as Exhibit 10.1.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The issuance of shares of the Company’s common stock pursuant to the Payoff and Termination Agreement was made in a private exchange pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) of the Securities Act. The information contained in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01. | Other Events. |
As a result of the termination of the Investment Agreement, Orogen will no longer be entitled to nominate a member of the Company’s board of directors (the “Board”). However, Orogen’s current nominee, Mr. Vikram Pandit, Chairman and Chief Executive Officer of The Orogen Group, will continue to serve on the Board, subject to the Company’s by-laws.
On August 27, 2021, the Company issued a press release announcing its entry into the Payoff and Termination Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Payoff and Termination Agreement between ExlService Holdings, Inc. and Orogen Echo, LLC, dated August 27, 2021 | |
| 99.1 | Press Release, dated August 27, 2021. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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EXLSERVICE HOLDINGS, INC. (Registrant)
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| Date: August 27, 2021 | By: |
/s/ AJAY AYYAPPAN |
| Name: | Ajay Ayyappan | |
| Title: | General Counsel and Corporate Secretary | |