SCHEDULE: HoldCo Entities Take 6.7% Stake in XBP Global Post-Bankruptcy

A group of investment entities led by HoldCo Asset Management, LP acquired a 6.7% beneficial ownership in XBP Global Holdings, Inc. common stock as part of a Chapter 11 reorganization plan.

Summary

• HOF III Liquidating Partnership LP and related entities (the "Reporting Persons") acquired 7,871,416 shares of XBP Global Holdings, Inc. common stock, representing 6.7% of the outstanding shares.
• This acquisition was part of the Chapter 11 Plan of Reorganization for Exela Technologies BPA, LLC and its affiliates, which became effective on July 29, 2025.
• The shares were received in exchange for certain 11.5% First-Priority Senior Secured Notes due April 2026.
• Additionally, HOF III received approximately $15,383,073 million in 12.000% First-Priority Senior Secured Notes due 2030 and funded $3,333,648 of New Money Loans as part of the restructuring.

Sentiment

Score: 6

Explanation: The filing details a significant ownership acquisition by a group of investors as a result of a Chapter 11 bankruptcy reorganization. While the bankruptcy itself is a negative event for the issuer, the completion of the restructuring and the acquisition of a substantial stake by new investors can be seen as a step towards stabilization and potential future value creation for the reorganized entity. The sentiment is neutral to slightly positive as it represents the execution of a planned restructuring.

Positives

• The successful emergence of Exela Technologies BPA, LLC (a subsidiary/affiliate of the Issuer) from Chapter 11 bankruptcy, indicating a completed restructuring process.
• The Reporting Persons' acquisition of a significant equity stake (6.7%) and new debt instruments in the reorganized entity, potentially signaling confidence in the restructured business.
• The funding of new money loans ($3,333,648 by HOF III as part of a $40 million total) provides fresh capital for the reorganized entity.

Negatives

• The underlying reason for the transaction is the Chapter 11 bankruptcy of Exela Technologies BPA, LLC and its affiliates, which indicates past financial distress for the Issuer's related entities.
• The exchange of existing notes for equity and new debt implies a significant restructuring of prior obligations, likely involving haircuts for previous creditors.

Risks

• The Reporting Persons may sell some or all of their shares, which could put downward pressure on the stock price.
• Future actions by the Reporting Persons could include proposing changes to the Issuer's capitalization, ownership structure, or board composition, which may or may not align with other shareholders' interests.
• The Issuer's financial and operational performance post-restructuring remains a risk factor.

Future Outlook

The Reporting Persons intend to continuously review their investment in XBP Global Holdings, Inc. and may take various actions, including purchasing or selling additional shares, engaging in hedging transactions, or proposing changes to the Issuer's capitalization, ownership, or board structure, or suggesting improvements to financial and operational performance.

Industry Context

This filing reflects a specific corporate restructuring event following a Chapter 11 bankruptcy. It highlights the process by which creditors can convert debt into equity and new debt instruments in a reorganized entity. This is common in distressed asset investing and corporate turnarounds, where investors seek to capitalize on undervalued assets post-restructuring.

Comparison to Industry Standards

• This is a specific ownership disclosure related to a bankruptcy restructuring, not a performance report. Direct comparisons to industry-standard financial results or operational benchmarks are not applicable based on the content of this filing.
• The transaction itself is a standard mechanism for debt-to-equity conversion in bankruptcy proceedings.

Legal Proceedings

• Exela Technologies BPA, LLC and certain subsidiaries commenced voluntary Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas on March 3, 2025.
• The Bankruptcy Court entered an order on June 23, 2025, confirming the Debtors' Amended Joint Plan of Reorganization.

Stakeholder Impact

• Shareholders: Existing shareholders of XBP Global Holdings, Inc. may experience dilution or changes in ownership structure due to the new equity issued as part of the reorganization. The entry of a significant new shareholder group could influence future corporate strategy.
• Creditors: Creditors of Exela Technologies BPA, LLC (specifically holders of the 11.5% First-Priority Senior Secured Notes and DIP Facility claims) received equity and new debt instruments as part of the Plan of Reorganization, indicating a resolution of their claims.
• Company (XBP Global Holdings, Inc.): The company benefits from the completion of the restructuring of its affiliates, which provides a clearer path forward and new capital through the "New Money Loans."

Next Steps

• The Reporting Persons will continue to review their investment in XBP Global Holdings, Inc.
• Potential future actions by the Reporting Persons include engaging with management and the Board, discussing with other stockholders, making recommendations on capitalization or board structure, exploring business combinations or dispositions, purchasing or selling additional shares, or engaging in hedging transactions.

Key Dates

Recommendation

This filing is a Schedule 13D, indicating a significant ownership stake acquired as a result of a bankruptcy reorganization. While the completion of the restructuring is a positive step for the company, the underlying bankruptcy signals past distress. The new investors' stated intent to potentially influence management, board structure, or even sell shares introduces uncertainty. A "hold" recommendation is appropriate as the market digests the implications of the restructuring and the intentions of this new significant shareholder group, awaiting further clarity on the company's post-bankruptcy operational and financial performance.

Keywords

XBP Global Holdings, Inc., Schedule 13D, beneficial ownership, Chapter 11, bankruptcy, reorganization, Exela Technologies, HOF III Liquidating Partnership, HoldCo Asset Management, common stock, secured notes, DIP facility, investment management