SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO
(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

EXELA TECHNOLOGIES, INC.

(Name of Subject Company (Issuer) and Filing Person(Offeror))

Common Stock

(Title of Class of Securities)

30162V409

(CUSIP Numbers of Class of Securities)

Shrikant Sortur
Chief Financial Officer
Exela Technologies, Inc.
2701 E. Grauwyler Rd.
Irving, TX 75061
(844) 935-2832

(Name, address and phone number of person authorized to receive notices and communications on behalf of filing person)

With copies to:
Maurice M. Lefkort; Sean M. Ewen
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 728-8239; (212) 728-8867
Facsimile: (212) 728-9239; (212) 728-9867

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing**
$39,000,000.00	$3,615.30

*

Estimated solely for purposes of calculating the amount of the filing fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the product of (i) $0.39, the average of the high and low prices per share of the Issuer’s Common Stock on January 24, 2022 as reported on the Nasdaq Capital Market, and (ii) 100,000,000, the estimated number of shares of Common Stock to be exchanged in the transaction.

**

The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and the Fee Rate Advisory #1 for Fiscal Year 2022, issued August 23, 2021, by multiplying the transaction value by 0.0000927.

☐

Check box if any part of the fee is offset as provided by Rule 0-11(42) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number; or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐

third-party tender offer subject to Rule 14d-l.

☒

issuer tender offer subject to Rule 13e4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provisions(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 is a filing for exhibits only, specifically the Form of Indenture, Form of First Supplemental Indenture and Form of E-mail Communication. Except for the newly filed exhibits, the information contained in the Schedule TO (as defined below) remains unchanged. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Exchange (as defined below) and the Offer Documents (as defined below).

This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO (together with the Initial Schedule TO (as defined below), and as amended hereby, this “Schedule TO”) is filed by Exela Technologies, Inc., a Delaware corporation (“Exela” or the “Company”). This Schedule TO, amends and supplements the Tender Offer Statement on Schedule TO filed on January 26, 2022 (the “Initial Schedule TO”), and relates to the offer by the Company pursuant to Rule 13(e)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to exchange (the “Offer”) each 25 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) for a 6.00% senior unsecured note due March 31, 2029 (a “New Note”, and collectively, the “New Notes”) with each New Note having a principal amount equal to $25.00, for up to $100,000,000 aggregate principal amount upon the terms and subject to the conditions set forth in the Offer to Exchange, dated January 26, 2022 (as amended and supplemented from time to time, the “Offer to Exchange”) and the related offer materials (as amended and supplemented from time to time, the “Offer Documents”). Common Stock may only be tendered in increments of 25 shares.

Items 1 through 11.

The information set forth in the Offer to Exchange, and in the related Offering Documents, is incorporated herein by reference with respect to Items 1 — 11 of this Schedule TO.

Item 12.   Exhibits.

(a)(1)(A)	Offer to Exchange, dated January 26, 2022(1)
(a)(1)(B)	Letter of Transmittal(1)
(a)(1)(C)	Notice of Guaranteed Delivery(1)
(a)(1)(D)	Letter to Broker(1)
(a)(1)(E)	Letter to Clients(1)
(a)(1)(F)	Form of Summary Advertisement, dated January 26, 2022(1)
(a)(5)(A)	Press Release issued by the Company, dated January 26, 2022(1)
(a)(6)(A)	Exela Webpage(1)
(a)(7)(A)*	Form of E-mail Communication to be sent by the Company commencing January 31, 2022
(d)(1)*	Form of Indenture between the Company and U.S. Bank National Association, as Trustee.
(d)(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

*

Filed herewith.

(1)

Incorporated by reference from the Initial Schedule TO, filed by the Company with the Securities and Exchange Commission on January 26, 2022.

Item 13.   Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exela Technologies, Inc.

By:

/s/ Erik Mengwall

Name:
Tile:

Date: February 1, 2022

2

EXHIBIT INDEX

(a)(1)(A)	Offer to Exchange, dated January 26, 2022(1)
(a)(1)(B)	Letter of Transmittal(1)
(a)(1)(C)	Notice of Guaranteed Delivery(1)
(a)(1)(D)	Letter to Broker(1)
(a)(1)(E)	Letter to Clients(1)
(a)(1)(F)	Form of Summary Advertisement, dated January 26, 2022(1)
(a)(5)(A)	Press Release issued by the Company, dated January 26, 2022(1)
(a)(6)(A)	Exela Webpage(1)
(a)(7)(A)*	Form of E-mail Communication to be sent by the Company commencing January 31, 2022
(d)(1)*	Form of Indenture between the Company and U.S. Bank National Association, as Trustee.
(d)(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

*

Filed herewith.

(1)

Incorporated by reference from the Initial Schedule TO, filed by the Company with the Securities and Exchange Commission on January 26, 2022.

3