Sec Form 13D Filing - Apollo Management Holdings GP LLC filing for Exela Technologies Inc. (XELA) - 2020-03-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Exela Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

7874U101

(CUSIP Number)

 

John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 11, 2020

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
Apollo Novitex Holdings, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
PN

 

2

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
Novitex Parent GP, LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
OO

 

3

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
Apollo Management VII, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) x

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
PN

 

4

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
AIF VII Management, LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
OO

 

5

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
Apollo Management, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
PN

 

6

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
Apollo Management GP, LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
OO

 

7

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
Apollo Management Holdings, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
PN

 

8

 

CUSIP No. 7874U101

13D

 

 

 

1

NAME OF REPORTING PERSON
Apollo Management Holdings GP, LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS
OO

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

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
0 shares of Common Stock

 

9

SOLE DISPOSITIVE POWER
0

 

10

SHARED DISPOSITIVE POWER
0 shares of Common Stock

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%

 

 

14

TYPE OF REPORTING PERSON
OO

 

9

 

Schedule 13D/A
Amendment No. 2

 

The information in this Amendment No. 3 to Schedule 13D (this “Second Amendment” or this “13D/A”) amends the Schedule 13D (the “Initial Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Novitex Parent, L.P. (“Parent”) and the other Reporting Persons therein described on July 24, 2017, relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Exela Technologies, Inc. (the “Issuer”), as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on October 10, 2017 and by Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on April 11, 2018.   As reported in Amendment Number 1, Parent distributed all its shares of Common Stock to its unitholders, including to Apollo Novitex Holdings, L.P. (“Novitex Holdings”), which is a limited partner and unitholder of Parent.  Accordingly, Parent is not included as a Reporting Person on this Schedule 13D/A.

 

Item 5.   Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a)   See Items 11 and 13 on the cover pages.

 

(b)   See Items 7 through 10 on the cover pages.

 

(c)   On March 11, 2020, Novitex Holdings sold 28,647,136 shares of the Issuer’s Common Stock, par value $0.0001 (“Exela Shares”), for $0.10 per share in a block sale.  Following the reported transaction, the Reporting Persons no longer hold any shares of Common Stock of the Issuer.

 

(d)   Not applicable.

 

(e)   March 11, 2020.

 

10

 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated:  March 13, 2020

 

 

APOLLO NOVITEX HOLDINGS, L.P.

 

 

 

By:

Novitex Parent GP, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

NOVITEX PARENT GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT VII, L.P.

 

 

 

 

By:

AIF VII Management, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AIF VII MANAGEMENT, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

11

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

 

By:

Apollo Management GP, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

 

By:

Apollo Management Holdings GP, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

12