SCHEDULE 13D/A: XBP Europe Holdings Undergoes Significant Beneficial Ownership Shift and Control Transfer

A recent SEC filing reveals a major restructuring of beneficial ownership and voting control over XBP Europe Holdings, Inc., with Exela Technologies relinquishing majority control to a newly appointed Trustee.

Summary

• This Amendment No. 1 to Schedule 13D updates the beneficial ownership of XBP Europe Holdings, Inc. (the "Issuer") following several key transactions.
• The Issuer issued 1,680,000 shares of Common Stock (MIPA Shares) to Exela Technologies, Inc. ("Exela") on March 25, 2025, in exchange for 100% of the membership interests in GP 2XCV Holdings LLC.
• Exela intends to transfer these 1,680,000 MIPA Shares to its indirect wholly owned subsidiary, GP 3XCV LLC.
• On March 25, 2025, ETI-XCV, LLC granted an Irrevocable Proxy and Power of Attorney to Bernard Zuroff (the "Trustee") concerning XCV-EMEA, LLC, granting him sole and exclusive authority over XCV-EMEA's management, policies, and operations, including voting rights.
• Following the Irrevocable Proxy, the Limited Liability Company Agreement (LLCA) of XCV-EMEA was amended, rendering ETI-XCV's membership interest non-voting and vesting voting interest solely in the Trustee.
• As a result, Exela Technologies, Inc., ETI-XCV, LLC, and ETI-XCV Holdings, LLC (collectively, the "ETI Entities") have relinquished their ability to direct or influence the voting and management of XCV-EMEA and its subsidiaries, including BTC International Holdings, Inc., which holds 21,802,364 shares (the "Merger Shares") of the Issuer.
• The ETI Entities now disclaim beneficial ownership of the Merger Shares, except to the extent of their pecuniary interest.
• Bernard Zuroff (Trustee) is now deemed to beneficially own the 21,802,364 Merger Shares, representing 61.59% of the Issuer's Common Stock outstanding, due to his exclusive voting and control rights over XCV-EMEA, though he disclaims any pecuniary interest.
• BTC International Holdings, Inc. and XCV-EMEA, LLC each beneficially own 21,802,364 shares, representing 61.59% of the Issuer's Common Stock.
• Exela Technologies, Inc. beneficially owns 1,680,000 shares, representing 4.98% of the Issuer's Common Stock.
• The total number of Common Stock shares outstanding for XBP Europe Holdings, Inc. as of March 25, 2025, is 35,400,153.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily reporting factual changes in beneficial ownership and control. It does not present positive or negative financial performance, but rather a structural reorganization.

Risks

• The document does not explicitly state new risks, but the shift in control and beneficial ownership could introduce new strategic directions or operational changes that may carry inherent risks not detailed in this filing.

Future Outlook

The document does not provide specific forward-looking statements or guidance regarding the Issuer's future operations or financial performance, focusing solely on changes in beneficial ownership and control.

Industry Context

This filing primarily details a change in the control structure of a publicly traded company's majority shareholder. Such changes can reflect internal corporate restructuring or strategic shifts within the broader business services or technology sectors, but this document does not provide specific industry-wide context beyond the ownership transfer.

Management Changes

Corporate Governance

Related Party Transactions

• The Membership Interest Purchase Agreement (MIPA) involved XBP Europe Holdings, Inc. issuing shares to Exela Technologies, Inc., which is a related entity through previous ownership structures and common management (Par Chadha).

Stakeholder Impact

• Shareholders: The change in beneficial ownership and control of the majority shareholder (XCV-EMEA, LLC, now controlled by Bernard Zuroff) could lead to shifts in strategic direction or corporate policies for XBP Europe Holdings, Inc., potentially impacting shareholder value.
• Management: The ETI Entities, including Exela, have relinquished their ability to direct or influence the voting and management of XCV-EMEA, which may affect their strategic involvement with XBP Europe Holdings, Inc.

Next Steps

• Exela Technologies, Inc. intends to transfer the 1,680,000 MIPA Shares to its indirect wholly owned subsidiary, GP 3XCV LLC.

Key Dates

Keywords

XBP Europe Holdings, Exela Technologies, Beneficial Ownership, Schedule 13D/A, Corporate Control, Irrevocable Proxy, Membership Interest Purchase Agreement, SEC Filing, Shareholder Structure, Corporate Governance