XBP Europe Holdings Terminates Agreement, Incurs Obligation

TL;DR

XBP Europe Holdings just terminated a deal and took on new debt. Watch out.

AI Summary

XBP Europe Holdings, Inc. announced on June 26, 2024, the termination of a material definitive agreement and the creation of a direct financial obligation. The company, formerly known as CF Acquisition Corp. VIII, is incorporated in Delaware and operates in the business services sector.

Why It Matters

This filing indicates a significant change in the company's contractual and financial standing, potentially impacting its future operations and obligations.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and the creation of a new financial obligation suggest potential financial distress or strategic shifts that could pose risks.

Key Players & Entities

• XBP Europe Holdings, Inc. (company) — Registrant
• CF Acquisition Corp. VIII (company) — Former company name
• June 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, Par Value $0.0001 per share XBP The Nasdaq Global Mar
• $11.50 — of common stock at an exercise price of $11.50 XBPEW The Nasdaq Capital Market Ch

Filing Documents

• xbp-20240626x8k.htm (8-K) — 69KB
• xbp-20240626xex10d1.htm (EX-10.1) — 2978KB
• xbp-20240626xex99d1.htm (EX-99.1) — 17KB
• xbp-20240626xex10d1001.jpg (GRAPHIC) — 5KB
• xbp-20240626xex99d1001.jpg (GRAPHIC) — 4KB
• 0001558370-24-009618.txt ( ) — 3519KB
• xbp-20240626.xsd (EX-101.SCH) — 4KB
• xbp-20240626_def.xml (EX-101.DEF) — 14KB
• xbp-20240626_lab.xml (EX-101.LAB) — 20KB
• xbp-20240626_pre.xml (EX-101.PRE) — 14KB
• xbp-20240626x8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement Entry into Facilities Agreement On June 26, 2024 (the " Effective Date "), XBP Europe, Inc., a corporation formed under the laws of Delaware (" XBP Europe ," and together with its subsidiaries, the " XBP Group "), and a wholly-owned subsidiary of XBP Europe Holdings, Inc. (the " Company "), entered into an Facilities Agreement, by and among (i) XBP Europe, as parent and guarantor, (ii) Exela Technologies Limited, a limited company formed under the laws of England and Wales (" ETL ") and Banctec Holding N.V. (" Banctec ," and collectively with ETL, the " Borrowers "), as borrowers and guarantors, (iii) certain subsidiaries of the XBP Group named in the Facilities Agreement, as guarantors (collectively, all guarantors under the Facilities Agreement, the " Guarantors ") and (iv) HSBC UK Bank plc, a public limited company formed under the laws of England and Wales, as lender, administrative agent and security agent under the Facilities Agreement (in all such capacities, " HSBC "). The Facilities Agreement provides the Borrowers with senior secured financing consisting of: a four-year, single draw, senior secured, pound sterling-denominated, facility A term loan facility in an aggregate principal amount of 3.0 million (the " Term Loan A Facility "); and a four-year, single draw, senior secured, Euro-denominated, facility B term loan facility in an aggregate principal amount of 10.5 million (the " Term Loan B Facility ," and, collectively with the Term Loan A Facility, the " Term Loan Facilities "); and a three-year, multi-draw, multi-currency, pound sterling-denominated, senior secured revolving credit facility in an aggregate principal amount of 12.0 million (the " Revolving Credit Facility " and, together with the Term Loan Facilities, the " Senior Credit Facilities "). The Term Loan Facilities mature four years after the Effective Date. The Revolving Credit Facility matures three years after the Effective Da

Use of Proceeds

Use of Proceeds In accordance with the Facilities Agreement: The Borrowers will use the amounts provided by the Term Loan Facilities to repay in full all outstanding indebtedness under (i) a term and revolving facilities agreement, dated October 31, 2019, by and between HSBC and ETL, as amended from time to time (the " Prior HSBC Facility ") and (ii) a committed facility letter dated May 9, 2022 provided by HSBC to ETL (collectively, with the Prior HSBC Facility, the " Existing HSBC Indebtedness "), and to pay related fees and expenses in connection with the Existing HSBC Indebtedness. the Borrowers are permitted to use the Revolving Credit Facility for the general corporate purposes of the XBP Group, including but not limited to (a) certain, permitted acquisitions, as specified in the Facilities Agreement and (b) up to 3.0 million for capital expenditures of the XBP Group. In addition, an additional 14.0 million extension of credit under the Revolving Credit Facility may be made available to the Borrowers (at HSBC's discretion) for acquisitions by, and capital expenditures of, the XBP Group, as specified in the Facilities Agreement. Security and Guarantees

02

Item 1.02 Termination of a Material Definitive Agreement. Concurrently with the Company's entry into the Senior Credit Facilities described in Item 1.01 above, the Company terminated the Existing HSBC Indebtedness using cash drawn from the Term Loan Facilities. No termination penalties were incurred by the Company in connection with the termination of the debt facilities and agreements associated with the Existing HSBC Indebtedness. Furthermore, the Company's current non-recourse factoring program pursuant to a certain secured borrowing facility entered into by certain entities in the XBP Group on September 15, 2023 (the " Factoring Agreement ") wherein an unrelated third party (the " Factor ") provides financing to certain subsidiaries of the Company by purchasing certain approved and partially approved accounts receivables (as specified in the Factoring Agreement) up to a maximum amount of 15.0 million while assuming the risk of non-payment on the purchased accounts receivables up to the level of approval is not impacted by the entry of the XBP Group into the Senior Credit Facilities as disclosed in this current report on Form 8-K.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 under the heading "Entry into Facilities Agreement" above is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 27, 2024, the Company issued a press release announcing its entry into the Facilities Agreement, a copy of which the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K . The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1# Facilities Agreement, dated June 26, 2024, by and among (i) XBP Europe, as Parent and Guarantor, (ii) Exela Technologies Limited and Banctec Holdings N.V., as Borrowers and Guarantors, (iii) certain subsidiaries of the XBP Group named in the Facilities Agreement, as Guarantors and (iv) HSBC UK Bank plc, as Lender, Administrative Agent and Security Agent under the Facilities Agreement. 99.1 Press release, dated June 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL) # Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission. SIGNATURE 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. Dated: June 28, 2024 XBP EUROPE HOLDINGS, INC. By: /s/ Dejan Avramovic Name: Dejan Avramovic Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR