SECURITIES AND EXCHANGE COMMISSION
Exchange Act of 1934
(Amendment No. )
QUINPARIO ACQUISITION CORP. 2
12935 N. FORTY DRIVE, SUITE 201
ST. LOUIS, MO 63141
TO BE HELD JANUARY 19, 2017May 4, 2023
TO THE STOCKHOLDERS OF QUINPARIO ACQUISITION CORP. 2:
You are cordially invited to attend the special meeting
The Extension Amendment is more fully described
The purposerange of 1-for-100 to 1-for-200, to be determined at the discretion of Exela’s Board of Directors and publicly announced during 2023, whereby each outstanding 100 to 200 shares would be combined, converted and changed into 1 share of Exela’s common stock.
The holders of shares of common stock issued in the Company’s IPO (the “public shares”) who vote either for or against the Extension Amendment may elect to convert their public shares into their pro rata portion of the funds held in the trust account establishedsufficient votes at the time of the IPO (the “trust account”) if the Extension is implemented (the “Conversion”). The Company estimates that the per-share pro rata portion of the trust account will be approximately $10.02 at the time of the special meeting. The closing price of the Company’s common stock on December 27, 2016 was $9.95. Accordingly, if the market price weremeeting to remain the same until the date ofapprove Proposal 1.
Holders of public shares who do not vote at all at the special meeting would retain their current right of automatic redemption on January 22, 2017 even if the amendment is adopted and their shares will be redeemed on such date.
If the Extension Amendment proposal is approved, holders of public shares who vote at the special meeting and do not convert their public shares now will retain their conversion rights and their ability to vote on a business combination through the Extended Date.
If the Extension Amendment proposal is not approved, as contemplated by our IPO prospectus and in accordance with our charter,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares with the aggregate amount then on deposit in the trust account and (iii) thereafter seek to dissolve and liquidatetime as described in more detailthe accompanying Proxy Statement and, at any reconvened meeting, action with respect to the matters specified in this proxy statement.
Subjectnotice may be taken without further notice to the foregoing,shareholders, unless required by applicable law or the affirmative vote of at least 65%bylaws of the Company’s outstanding common stock voting for the Extension Amendment proposal will be required to approve the Extension Amendment.
Company.
After careful consideration of all relevant factors, the Company’s board of directors has determined that the Extension Amendment proposal is fair to andattend in the best interests of the Company and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposal.
Under Delaware law and the Company’s bylaws, no other business may be transacted at the special meeting.
Enclosed is the proxy statement containing detailed information concerning the Extension Amendment and the special meeting.person. Whether or not you plan to attend the special meeting, we urgeSpecial Meeting virtually, I hope that you to read this material carefully andwill vote your shares.
I look forward to seeing you at the meeting.
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Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure thatpossible. Please review the instructions on the proxy or voting instruction card regarding your shares are represented at the special meeting. voting options.
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ST. LOUIS, MO 63141
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 19, 2017
PROXY STATEMENT
Our Common Stock is publicly traded and listed on The special meetingNasdaq Capital Market under the symbol “XELA”.
The purposetrades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the Extension Amendment is to allowstock price than commissions on higher-priced stocks, the Company more time to complete an initial business combination.
The holderscurrent average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. However, some investors may view the Reverse Stock Split negatively because it reduces the number of shares of common stock issuedCommon Stock available in the Company’s initial public offering (the “IPO”,market.
Approval of the Extension Amendment isour Common Stock. As a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion and holders who do not vote on the Extension Amendment proposal.
If the Extension Amendment is approved, the amount remaining in the trust account may be only a small fraction of the approximately $350 million that was in the trust account as of December 27, 2016. In such event, the Company may need to obtain additional funds to complete a business combination andresult, there can be no assurance that such fundsthe Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Stock Split, that the market price of our Common Stock will not decrease in the future, or that our Common Stock will achieve a high enough price per share to permit its continued listing by Nasdaq.
If the Extension Amendment proposal is not approved, as contemplated by our IPO prospectus andreduction in accordance with our charter,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of thenshares of our Common Stock outstanding public shares, which redemptionbefore the Reverse Stock Split.
The Company’s initial stockholders prior to the IPO have waived their rights to participate in any liquidation distribution with respect to the 8,750,000 shares acquired by them prior to the IPO (“insider shares”). As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event1-for-150, we wind up.
If the Company liquidates, Quinpario Partners LLC, an affiliate of certain of the Company’s officers and directors, and Jeffry N. Quinn, the Company’s former chairman of the board, have agreed that they will be liable to pay debts and obligations to third parties or target businesses that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of this offering not held in the trust account but only if, and to the extent, that the claims would otherwise reduce the amount in the trust account payable to its public stockholders in the event of a liquidation, and only if such a third party or prospective target business did not execute a valid and enforceable waiver. There is no assurance, however, that they will be able to satisfy those obligations. Based on the cash available to the Company outside of its trust account for working capital and the Company’s outstanding expenses owed to all creditors (both those that have signed trust fund waivers and those that have not), it is not anticipated that Quinpario Partners LLC or Mr. Quinn will have any indemnification obligations. Accordingly, regardless of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be $10.00, plus interest. Nevertheless, the Company cannot assure you that the post-split market price of our Common Stock would be $10.50 (that is, $0.07 multiplied by 150) per share distributionor greater. The market price of our Common Stock may fluctuate and potentially decline after the Reverse Stock Split.
Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extentauthorized shares of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because the Companyour Common Stock will not be complying with Section 280reduced proportionately, the reverse stock split will increase the Board’s ability to issue authorized and unissued shares without further stockholder action. Without taking into account the impact of the DGCL, Section 281(b)proposed reverse stock split, we already have a substantial number of authorized but unissued shares of stock, the issuance of which would be dilutive to our existing stockholders and may cause a decline in the trading price of our Common Stock. With respect to authorized but unissued and unreserved shares, we could also use such shares to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management. Other than the foregoing, there are no existing plans, arrangements or understandings relating to the issuance of any of the DGCL requires usauthorized, but unissued and unreserved shares, whether available as a result of the proposed reverse stock split or otherwise.
If the Extension Amendment proposal is approved, the Company will (i) remove from the trust account an amount (the “Withdrawal Amount”) equalamendment to the pro rata portion of funds availableCOI, in the trust account relating to the converted public shares and any public shares that were not voted at all at the special meeting and (ii) deliver to the holders of such converted public shares or unvoted shares, as the case may be, their pro rata portion of the Withdrawal Amount. Subject to the next paragraph, the remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who vote at the special meeting and do not convert their public shares now will retain their conversion rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment is approved.
If the Extension Amendment is approved, the approval by holders that voted in favor of the Extension Amendment and did not elect to have their shares converted into a pro rata portion of the funds in the trust account will constitute their consent for the Company to remove from the trust account any interest earned on the funds held in the trust account related to their shares, net of taxes payable, for the Company’s working capital requirements. At the time the Extension Amendment becomes effective, the Company will also amend the trust account agreement to permit the withdrawal of this accumulated interest. Holders that voted and elected to convert their shares or that did not vote at all at the special meeting will still be paid their pro rata portion of the accumulated interest through the date of their conversion or redemption.
The record date for the special meeting is December 27, 2016. Record holders of shares of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 43,750,000 outstanding shares of Company common stock, including 35,000,000 outstanding public shares. The Company’s warrants do not have voting rights.
This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement is dated December 30, 2016 and is first being mailed to stockholders on or about that date.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.
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FORWARD-LOOKING STATEMENTS
We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:
We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and the Company’s ability to finance and consummate a business combination following the distribution of funds from the trust account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.
All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
We are a Delaware company incorporated on July 15, 2014 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
On January 22, 2015, we consummated our IPO of 35,000,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $350,000,000.
Prior to our IPO, our officers, directors and their affiliates purchased an aggregate of 8,750,000 insider shares from us for an aggregate purchase price of $25,000, and simultaneously with the consummation of the IPO, the insiders purchased an aggregate of 18,000,000 warrants (the “private warrants”) for an aggregate purchase price of $9,000,000. The net proceeds of the IPO plus the proceeds of the sale of the private warrants were deposited in the trust account. As of the record date, the Company had approximately $350,000,000 of cash in the trust account.
The mailing address of the Company’s principal executive office is 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141, and its telephone number is (314) 548-6200.
THE EXTENSION AMENDMENT PROPOSAL
The Extension Amendment
The Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date so as to give the Company more time to complete an initial business combination. Approval of the Extension Amendment is a condition to the implementation of the Extension. A copy of the proposed amendment to the charter of the Company isCOI attached to this proxy statement asin Annex A.
All holders of the Company’s public shares, whether they vote for or against the Extension Amendment, are entitled to convert all or a portion of their public shares into their pro rata portion of the trust account, provided that the Extension is implemented. We will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion. Additionally, holders of public shares who do not vote at all at the special meeting would retain their current right of automatic redemption on January 22, 2017 even if the amendment is adopted and their shares will be redeemed on such date.
A. The Company estimates that the per-share pro rata portion of the trust account will be approximately $10.02 at the time of the special meeting. The closing price of the Company’s common stock on December 27, 2016 was $9.95. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving $0.07 more than if he sold his stock in the open market. The Company cannot assure stockholders that they will be able to sell their shares of Company common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
If the Extension Amendment is approved, the approval by holders that voted in favor of the Extension Amendment and did not seek to convert their shares will constitute their consent for the Company to remove from the trust account any interest earned on the funds held in the trust account, net of taxes payable, for the Company’s working capital requirements. At the time the Extension Amendment becomes effective, the Company will also amend the trust account agreement to permit the withdrawal of this accumulated interest. Holders that voted and elected to convert their shares or that did not vote at all at the special meeting will still be paid their pro rata portion of the accumulated interest through the date of their conversion.
If the Extension Amendment proposal is not approved,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors dissolvewill consider, among other factors, prevailing market conditions, the likely effect of the Reverse Stock Split on the trading price of our Common Stock and liquidate, subject (in the case of (ii) and (iii) above) toon our obligations under Delaware law to provide for claims of creditorscompliance with applicable Nasdaq listing requirements, and the requirements of other applicable law.
Reasons for the Proposal
The Company’s IPO prospectusmarketability and charter provided that the Company had until January 22, 2017 to complete a business combination. The Company and its officers and directors agreed that it would not seek to amend the Company’s charter to allow for a longer period of time to complete a business combination unless it provided dissenting holders of public shares with the right to seek conversion of their public shares in connection therewith. The Company has determined that it will not be able to consummate a business combination by January 22, 2017. Accordingly, the Company is proposing the Extension Amendment proposal to allow for a longer period of time to complete a business combination and comply with the IPO prospectus.
If the Extension Amendment Proposal Is Not Approved
If the Extension Amendment is not approved,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approvalliquidity of our remaining stockholders and ourCommon Stock. The board of directors dissolve and liquidate, subject (inwill also determine the case of (ii) and (iii) above)appropriate timing for filing the amendment to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to the Company’s warrants which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Quinpario Partners LLC has agreed to advance it the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.
If the Extension Amendment Is Approved
If the Extension Amendment is approved, the Company will file an amendment to the charterCOI with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. If, for any reason, the board of directors deems it advisable, the board of directors in its sole discretion, may abandon the form ofAnnex A hereto to extend theReverse Stock Split at any time it has to complete a business combination until the Extended Date. The Company will then continue to work to consummate a business combination by the Extended Date. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants will remain publicly traded. The warrants will remain outstanding in accordance with their terms. The warrants, by their terms, become exercisable upon the consummation of any business combination on or prior to the Extended Date.
You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to convert your public shares, you will retain the right to vote on any proposed business combination when and if it is submitted to stockholders and the right to convert your public shares into a pro rata portion of the trust account in the event the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
If the Extension Amendment proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the trust account if the Extension Amendment proposal is approved, and the amount remaining in the trust account may be only a small fraction of the approximately $350 million that was in the trust account as of December 27, 2016. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion and holders who do not vote on the Extension Amendment proposal.
Conversion Rights
If the Extension Amendment proposal is approved, and the Extension is implemented, each public stockholder may seek to convert his public shares for a pro rata portion of the funds available in the trust account, less any taxes owed on such funds but not yet paid.
To demand conversion, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided, and, at the same time, elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind, Mzimkind@continentalstock.com, prior to the vote for the Extension Amendment or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension Amendment and Conversion. The requirement for physical or electronic delivery prior to the vote at the special meeting ensures that a converting holder’s election is irrevocable once the Extension Amendment is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the special meeting.
Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to convert may be unable to meet the deadline for tendering their shares before exercising their conversion rights and thus will be unable to convert their shares.
Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment will not be converted into a pro rata portion of the funds held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to convert its shares, the stockholder may withdraw the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the special meeting not to convert your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public stockholder tenders shares and the Extension Amendment is not approved or is abandoned, these shares will not be converted and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment will not be approved or will be abandoned. The Company anticipates that a public stockholder who tenders shares for conversion in connection with the vote to approve the Extension Amendment would receive payment of the conversion price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are converted for cash or returned to such stockholders.
If properly demanded, the Company will convert each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filingeffectiveness of the amendment to the charter. As of the record date, this would amount to approximately $10.02 per share. The closing price of the Company’s common stock on December 27, 2016 was $9.95. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving $0.07 more than if he sold his stock in the open market.
If you exercise your conversion rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand conversionour COI, without further action by tendering your stock certificate(s) toour stockholders. Assuming the Company’s transfer agent prior to the vote for the Extension Amendment. If the Extension Amendment is not approved or if it is abandoned, these shares will be redeemed in accordance with the terms of the charter promptly following the meeting as described elsewhere herein.
The Special Meeting
Date, Time and Place. The special meeting of the Company’s stockholders will be held at 11:00 a.m., EDT on January 19, 2017, at the offices of the Company’s counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174.
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned Company common stock at the close of business on December 27, 2016, the record date for the special meeting. At the close of business on the record date, there were 43,750,000 outstanding shares of Company common stock each of which entitles its holder to cast one vote per proposal. Company warrants do not carry voting rights.
If you do not want the Extension Amendment approved, you must abstain, not vote, or vote against the Extension Amendment. If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the stockholder meeting which is scheduled for January 19, 2017, you must demand conversion of your shares.
Proxies; Board Solicitation. Your proxy is being solicited by the Company’s board of directors on the proposal to approve the Extension Amendment being presented to stockholders at the special meeting. No recommendationdetermines that it is being made as to whether you should elect to convert your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.
Required Vote
The affirmative vote by holders of at least 65% of the Company’s outstanding common stock voting for the Extension Amendment is required to approve the Extension Amendment. All of the Company’s directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment. On the record date, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote 8,750,000 shares of Company common stock representing approximately 20.0% of the Company’s issued and outstanding common stock.
In addition, the Company’s directors, executive officers and their affiliates may choose to buy shares of Company public common stock in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment proposal and elected to convert their shares into a portion of the trust account. Any shares of Company public common stock purchased by affiliates will be voted in favor of the Extension Amendment proposal.
Interests of the Company’s Directors and Officers
When you consider the recommendation of the Company’s board of directors, you should keep in mind that the Company’s executive officers and members of the Company’s board of directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
Board Recommendation
After careful consideration of all relevant factors, the Company’s board of directors determined that the Extension Amendment is fair to and in the best interests of Exela and our stockholders to proceed with the Company and its stockholders.
The Board of Directors recommends that you vote “FOR”Reverse Stock Split, the Extension Amendment proposal. The Board of Directors expresses no opinion as to whether you should convert your public shares.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth certain information regarding the beneficial ownership of the Company’s common stockReverse Stock Split will be effective as of the record date by:
As of the record date, there were a total of 43,750,000 shares of common stock (including 35,000,000 public shares). Unless otherwise indicated, all persons namedand time set forth in the table have sole voting and investment power with respectamendment to all shares of common stock beneficially owned by them.
Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
Jeffry N. Quinn | 8,254,910 | (2) | 18.87 | % | ||||
Paul J. Berra, III | 0 | (3) | 0 | % | ||||
D. John Srivisal | 0 | (3) | 0 | % | ||||
A. Craig Ivey | 0 | (3) | 0 | % | ||||
Edgar G. Hotard | 50,000 | * | ||||||
W. Thomas Jagodinski | 50,000 | * | ||||||
Ilan Kaufthal | 50,000 | * | ||||||
Roberto Mendoza | 50,000 | * | ||||||
Dr. John Rutledge | 50,000 | * | ||||||
Shlomo Yanai | 50,000 | * | ||||||
Quinpario Partners 2, LLC | 8,254,910 | 18.87 | % | |||||
All directors and executive officers as a group (10 individuals) | 8,554,910 | 19.55 | % | |||||
BlueMountain Capital Management, LLC(4) | 3,443,088 | 7.89 | % | |||||
TD Asset Management, Inc.(5) | 3,359,100 | 7.68 | % | |||||
Fir Tree Inc.(6) | 2,610,000 | 6.0 | % | |||||
Deutsche Bank AG(7) | 3,027,926 | 6.92 | % | |||||
AQR Capital Management, LLC(8) | 3,500,000 | 7.58 | % | |||||
Weiss Asset Management LP(9) | 3,824,400 | 8.74 | % |
* Less than one percent.
The holders of the insider shares outstanding prior to the Company’s IPO have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 80% of the insider shares, the earlier of one year after the date of the consummation of an initial business combination or if after 150 days after our initial business combination the closing price of the Company’s shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an initial business combination, or earlier if, subsequent to an initial business combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company stockholders having the right to exchange their shares for cash, securities or other property, and (2) with respect to the remaining 20% of the insider shares, the date of the consummation of an initial business combination.
If the Company is unable to effect a business combination and must liquidate the trust account, none of the initial stockholders will receive any portion of the liquidation proceeds with respect to their insider shares.
STOCKHOLDER PROPOSALS
If the Extension Amendment proposal is approved, the Company’s 2017 annual meeting of stockholders will likely be held on or about July 20, 2017, unless the date is changed by the Company’s board of directors. If you are a stockholder and you want to include a proposal in the proxy statement for the year 2017 annual meeting, you need to provide it to the Company by no later than approximately February 21, 2017. You should direct any proposals to the Company’s secretary at the Company’s principal office. If you are a stockholder and you want to present a matter of business to be considered or nominate a director to be elected at the year 2017 annual meeting, under the Company’s bylaws you must give timely notice of the matter or the nomination, in writing, to the Company’s secretary. To be timely, the notice has to be given between 60 and 90 days before the annual meeting date (or between April 21, 2017 and May 10, 2017, if the 2017 annual meeting is held on July 20, 2017).
If the Extension Amendment proposal is not approved, there will be no annual meeting in 2017.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by calling or writing the Company at the Company’s principal executive offices at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141.
WHERE YOU CAN FIND MORE INFORMATION
The Company files reports, proxy statements and other information with the SEC as required by the Securities Exchange Act of 1934, as amended. You may read and copy reports, proxy statements and other information filed by the Company with the SEC at its public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1004. The Company files its reports, proxy statements and other information electronically with the SEC. You may access information on the Company at the SEC website containing reports, proxy statements and other information at http://www.sec.gov. This proxy statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.
This proxy statement contains important business and financial information about usCOI that is not included in or deliveredfiled with this document. You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment by contacting us at the following address, telephone number or facsimile number:
Quinpario Acquisition Corp. 2
12935 N. Forty Drive, Suite 201
St. Louis, MO 63141Tel: (314) 548-6200
In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than January 9, 2017.
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
QUINPARIO ACQUISITION CORP. 2
Pursuant to Section 245 of the
Delaware General Corporation Law
The undersigned, being a duly authorized officer ofQUINPARIO ACQUISITION CORP. 2(the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
1. The name of the Corporation is Quinpario Acquisition Corp. 2.
2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware (the “Effective Time”).
3. This Amendment tooutstanding options or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
4. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the stock entitled to vote at a meeting of stockholdersexercise or conversion prices for these securities, will also be adjusted in accordance with ARTICLE SIXTHtheir terms, as of the AmendedEffective Time.
5. , stockholders will not be entitled to dissenters’ rights with respect to the proposed amendment to our COI to effect the Reverse Stock Split, and we do not intend to independently provide stockholders with any such right.
The introduction and the following provisions (A) through (H) of this Article Sixth shall apply during the period commencing upon the filing of this Certificate of Incorporation and terminating upon the consummation of any “Business Combination” and may not be amended prior to the consummation of a Business Combination unless holders of at least 65%adoption of the then outstandingReverse
| | | Common as Converted | | | Common %(1) | | ||||||
Par S. Chadha(2) | | | | | 676,721 | | | | | | * | | |
Sharon Chadha(3) | | | | | 676,721 | | | | | | * | | |
James G. Reynolds(4) | | | | | 60,781 | | | | | | * | | |
Martin P. Akins(5) | | | | | 5,814 | | | | | | * | | |
Marc A. Beilinson(6) | | | | | 5,038 | | | | | | * | | |
J. Coley Clark(7) | | | | | 3,998 | | | | | | * | | |
William L. Transier(8) | | | | | 8,233 | | | | | | * | | |
Ronald C. Cogburn(9) | | | | | 8,961 | | | | | | * | | |
Shrikant Sortur(10) | | | | | 6,632 | | | | | | * | | |
All directors, named executive officers and other executive officers as a group (13 persons) | | | | | 809,700 | | | | | | * | | |
| | | Series A | | | Series A %(1) | | ||||||
Par S. Chadha(2) | | | | | 1,412,897 | | | | | | 50.9% | | |
Sharon Chadha(2) | | | | | 1,412,897 | | | | | | 50.9% | | |
James G. Reynolds(3) | | | | | 114,770 | | | | | | 4.1% | | |
Martin P. Akins | | | | | — | | | | | | — | | |
Marc A. Beilinson | | | | | — | | | | | | — | | |
J. Coley Clark | | | | | — | | | | | | — | | |
William L. Transier(4) | | | | | — | | | | | | — | | |
Ronald C. Cogburn | | | | | 10,494 | | | | | | * | | |
Shrikant Sortur | | | | | 393 | | | | | | * | | |
All directors, named executive officers and other executive officers as a group (13 persons) | | | | | 1,559,795 | | | | | | 56.1% | | |
| | | Series B | | | Series B %(1) | | ||||||
Par S. Chadha(2) | | | | | 550,340 | | | | | | 18.2% | | |
Sharon Chadha(2) | | | | | 550,340 | | | | | | 18.2% | | |
James G. Reynolds(3) | | | | | 37,500 | | | | | | 1.2% | | |
Martin P. Akins | | | | | 1,270 | | | | | | * | | |
Marc A. Beilinson | | | | | 1,425 | | | | | | * | | |
J. Coley Clark | | | | | 1,131 | | | | | | * | | |
William L. Transier(4) | | | | | 2,000 | | | | | | * | | |
Ronald C. Cogburn | | | | | 3,847 | | | | | | * | | |
Shrikant Sortur | | | | | 1,366 | | | | | | * | | |
All directors, named executive officers and other executive officers as a group (13 persons) | | | | | 613,198 | | | | | | 20.2% | | |
IN WITNESS WHEREOF, I have signed this Amendment to the Second Amended and Restated Certificate of Incorporation this 19th daywas duly authorized and adopted by the Corporation’s Board of January, 2017.
PROXY
Quinpario Acquisition Corp. 2
12935 N. Forty Drive, Suite 201
St. Louis, MO 63141
SPECIAL MEETING OF STOCKHOLDERS
JANUARY 19, 2017
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
QUINPARIO ACQUISITION CORP. 2
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
JANUARY 19, 2017
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receiptDirectors and stockholders in accordance with Section 242 of the NoticeGeneral Corporation Law of the State of Delaware and Proxy Statement, dated December 30, 2016,amends the provisions of the Company’s Second Amended and Restated Certificate of Incorporation.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE EXTENSION AMENDMENT CONSISTINGfull corporate or partnership name by authorized officer.
0000600152_2 R1.0.0.6 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy Statement is/are available at www.proxyvote.com EXELA TECHNOLOGIES, INC. Special Meeting of Stockholders May 4, 2023 9:00 AM, CT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Vincent Kondaveeti and Erik Mengwall, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot and upon such other business as may properly come before the meeting, all of the shares of Common Stock of Exela Technologies, Inc. that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at 9:00 AM, CT, on January 19, 2017:May 4, 2023, virtually via the Internet by visiting www.virtualshareholdermeeting.com/XELA2023SM, and any adjournment or postponement thereof. This notice of meeting and the accompany proxy, statement are available at http://www.cstproxy.com/quinparioacquisitioncorpII/2017.
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Only if you hold shares of the Corporation’s common stock issuedwhen properly executed, will be voted in the Corporation’s initial public offering, or public shares, may you exercise your conversion rights with respect to all or a portion of your public shares by marking the “Exercise Conversion Right” box below and indicating how many public shares for which you are exercisingmanner directed herein. If no such conversion rights in the space provided. If you exercise your conversion rights, then youdirection is made, this proxy will be exchangingvoted in accordance with the indicated numberBoard of your public shares for cashDirectors’ recommendations. Continued and you will no longer own such public shares.You will onlyto be entitled to receive cash for those public shares if you tender your stock certificates representing such converted public shares to the Corporation’s duly appointed agent PRIOR TO THE VOTE AT SUCH MEETING.signed on reverse side
EXERCISE CONVERSION RIGHTS ☐
CONVERT _____________ PUBLIC SHARES OF THE CORPORATION
Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1 AND WILL GRANT DISCRETIONARY AUTHORITYTO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.