ExlService Holdings Files Material Definitive Agreement 8-K

TL;DR

EXLS filed an 8-K for a material definitive agreement, details TBD.

AI Summary

On March 15, 2024, ExlService Holdings, Inc. filed an 8-K report detailing a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for ExlService Holdings, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• ExlService Holdings, Inc. (company) — Registrant
• March 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share EXLS NASDAQ I
• $500 million — t of the Company's previously announced $500 million common stock repurchase program. Under
• $125 million — Company will pay an aggregate amount of $125 million to Citibank for an initial number of sh

Filing Documents

• tm248965d1_8k.htm (8-K) — 31KB
• tm248965d1_ex10-1.htm (EX-10.1) — 240KB
• tm248965d1_ex10-1img001.jpg (GRAPHIC) — 1KB
• 0001104659-24-035232.txt ( ) — 492KB
• exls-20240315.xsd (EX-101.SCH) — 3KB
• exls-20240315_lab.xml (EX-101.LAB) — 33KB
• exls-20240315_pre.xml (EX-101.PRE) — 22KB
• tm248965d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 15, 2024, ExlService Holdings, Inc. (the "Company") entered into a master confirmation (the "Master ASR Confirmation") and a supplemental confirmation (together with the Master ASR Confirmation, the "ASR Agreement"), with Citibank, N.A. ("Citibank"), as part of the Company's previously announced $500 million common stock repurchase program. Under the ASR Agreement, the Company will pay an aggregate amount of $125 million to Citibank for an initial number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at the beginning of the transaction. The Company plans to fund the repurchase with available cash on hand and/or borrowing from its credit facility.The ultimate number of shares of Common Stock that the Company will repurchase under the ASR Agreement will be based on the average of the daily volume-weighted average prices of the Common Stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At final settlement, Citibank may be required to deliver additional shares of Common Stock to the Company or, under certain circumstances, the Company may be required to make a cash payment or deliver shares of Common Stock, at its election, to Citibank. The ASR Agreement contains the principal terms and provisions governing the accelerated share repurchase, including, but not limited to, the mechanism used to determine the number of shares of Common Stock that will be delivered, the required timing of delivery of the shares, the circumstances under which adjustments may be made to the transactions, the circumstances under which the transaction may be terminated prior to its scheduled maturity and various acknowledgments, representations and warranties made by the Company and Citibank to one another. From time to time, Citibank and/or its affiliates have directly and indirectly engaged,

01. Financial Statement and

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Number Description 10.1 Master Confirmation – Variable Tenor Accelerated Stock Repurchase, dated as of March 15, 2024, between ExlService Holdings, Inc. and Citibank, N.A. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXLSERVICE HOLDINGS, INC. (Registrant) Date: March 18, 2024 By: /s/ Ajay Ayyappan Name: Ajay Ayyappan Title: Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR