XBP Global (XBP) Proxy Filing summary

Executive summary

• The proxy filing details the 2025 Annual Meeting, including proposals for director elections, auditor ratification, charter amendments, a major restructuring, and recapitalization following the acquisition of Exela Technologies BPA, LLC, which recently emerged from Chapter 11 bankruptcy.

• The BPA Group, now a subsidiary, is a global provider of transaction processing and digital business process services, with significant operations in the Americas and Asia.

• The restructuring plan reduces funded debt from $1.38 billion to $367 million, equitizes noteholder claims into XBP common stock, and provides for new exit financing and a shareholder rights plan.

• The company faces substantial risks, including high leverage, ongoing restructuring, and operational challenges, but expects to benefit from expanded global operations and improved capital structure.

Voting matters and shareholder proposals

• Proposals include electing two directors, ratifying UHY LLP as auditor, amending the charter (name change, share increase, governance changes), approving a large share issuance for restructuring, authorizing a reverse stock split, and allowing adjournment if needed.

• Charter amendments require majority or 75% approval, depending on the provision; the share issuance and reverse split are key to the restructuring.

• BTC International Holdings and management, controlling 71.2% of shares, intend to vote in favor, making approval of most proposals highly likely.

Board of directors and corporate governance

• Board will expand to seven members post-restructuring, with four nominees designated by consenting creditors and a lead independent director selected by the board.

• Current directors and officers have overlapping interests with major shareholders and will receive releases as part of the restructuring.

• The company will cease to be a “controlled company” after the restructuring, with no single shareholder holding a majority.