SAN ANTONIO, March 28, 2024 (GLOBE NEWSWIRE) -- Rackspace Technology® (https://www.rackspace.com/) (NASDAQ: RXT) ("Rackspace" or the "Company"), a leading end-to-end hybrid, multicloud, and AI technology solutions company, today announced the early tender results of the previously announced offer by its indirect subsidiary Rackspace Finance, LLC (the "New Issuer"), to eligible holders in respect of any and all of the 3.50% First-Priority Senior Secured Notes due 2028 (the "Existing Secured Notes") issued by its indirect subsidiary Rackspace Technology Global, Inc., to (i) (A) exchange certain of those Existing
Secured Notes for new 3.50% FLSO Senior Secured Notes due 2028 (the "Exchange Notes") issued by the New Issuer and (B) have purchased for cancellation certain
of those Existing Secured Notes by the New Issuer for cash (collectively, the "Exchange Offer"), and (ii) fund (the "Funding Offer" and, together with the Exchange Offer, the "Offers") new senior secured first lien first out term loans
(the "New FLFO Term Loans") of the New Issuer, in each case, subject to the terms and conditions of the offering memorandum dated March 14, 2024 (as supplemented or otherwise modified from time to time, the "Offering Memorandum").
As of 5:00 p.m., New York City time, on March 28, 2024 (the "Early Participation
Time"), the New Issuer received from eligible holders valid and unwithdrawn tenders, as reported by Epiq Corporate Restructuring, LLC (the "Transaction Agent" or "Epiq"), the transaction agent, representing $133,271,000 in aggregate
principal amount of Existing Secured Notes (or 73.1% of the outstanding Existing
Secured Notes). The New Issuer expects to settle the Exchange Offer with respect
to such Existing Secured Notes on April 2, 2024 (the "Early Settlement Date").
The following table summarizes certain terms of the Exchange Offer, including the consideration eligible holders will receive in respect of the Existing Secured Notes tendered on or prior to the Early Participation Time and after the
Early Participation Time. Eligible holders must validly tender (and not validly withdraw) all of such holder's Existing Secured Notes to participate in the Exchange Offer. Partial tenders of Existing Secured Notes will not be accepted.

                   Early Exchange Consideration for
                   each $1,000 Principal Amount of      Late Exchange Consideration for
                  Existing Secured Notes Tendered on    each $1,000 Principal Amount of
                        or Prior to the Early           Existing Secured Notes Tendered
                          Participation Time           After the Early Participation Time
                 ------------------------------------ -----------------------------------
                   With respect                         With respect
                     to $700        With respect to       to $670        With respect to
                    Principal       $300 Principal       Principal       $330 Principal
                    Amount of          Amount of         Amount of          Amount of
     CUSIP           Existing      Existing Secured       Existing      Existing Secured
 Numbers(()(1))   Secured Notes          Notes         Secured Notes          Notes

---------------- ---------------- ------------------- ---------------- ------------------

                                    $0.7875 in cash                      $0.7875 in cash
                     $700 of          (the "Early         $670 of          (the "Late
   750098 AB1        Exchange           Payment           Exchange           Payment
   U7502E AB0     Notes(()(2)())   Amount")(()(3)())   Notes(()(2)())   Amount")(()(3)())

___________________________________

 ((1)  No representation is made  as to the correctness  or accuracy of the CUSIP numbers
 listed  in this  release or  printed on  the Existing  Secured Notes.  CUSIP numbers are

provided solely for convenience.)

 ((2)  Holders of Existing Secured  Notes that are accepted  for exchange pursuant to the
 Exchange  Offer will be entitled  to receive accrued and  unpaid interest in cash on the
 Existing  Secured  Notes  exchanged  for  Exchange  Notes  up  to,  but excluding, March

12, 2024. Interest on the Exchange Notes will accrue from March 12, 2024, with the first
interest payment occurring on August 15, 2024.)

 ((3)  No additional  payment will  be made  for accrued  and unpaid interest on Existing
 Secured  Notes purchased and cancelled for the  Early Payment Amount or the Late Payment

Amount (together with the Early Payment Amount, the "Payment Amounts"), as applicable.)
As of 5:00 p.m., New York City time, on March 28, 2024, the right to withdraw tenders of Existing Secured Notes expired. Accordingly, Existing Secured Notes tendered for exchange may not be validly withdrawn, unless required by applicable law, or the New Issuer determines in the future and in its sole discretion to permit withdrawal rights.
Eligible holders who tender (and do not validly withdraw) all of their Existing Secured Notes after the Early Participation Time but at or prior to the Expiration Time, and their Existing Secured Notes are accepted, will receive the
Late Exchange Consideration described above.
Eligible holders that validly tendered (and did not validly withdraw) all of such holder's Existing Secured Notes in the Exchange Offer at or prior to the Early Participation Time ("Participating Eligible Holders") had the right to purchase New FLFO Term Loans in an aggregate principal amount equal to $102.04481 per $1,000 principal amount of Existing Secured Notes tendered by the
Eligible Holder. The purchase price to receive the New FLFO Term Loans is a cash
payment equal to $101.02436 per $1,000 principal amount of Existing Secured Notes tendered by such Participating Eligible Holder (which reflects an original
issue discount of 1.0%) (the "Funding Amount"). Participating Eligible Holders may elect to participate in the Funding Offer by properly completing and delivering to the Transaction Agent (as defined herein) certain lender documentation at or prior to 11:59 p.m., New York City time, on March 28, 2024
(such time and date, as the same may be extended, the "Funding Election Time") and, promptly following the Funding Election Time, the Fronting Lender (as defined herein) will enter into a trade with each such holder validly participating in the Funding Offer for the delivery of the Funding Amount and settlement of the New FLFO Term Loans. The New FLFO Term Loans are currently held by the Fronting Lender; as a result, any holder validly participating in the Funding Offer will receive its New FLFO Term Loans from the Fronting Lender.
Eligible holders may participate in the Exchange Offer without participating in the Funding Offer or delivering the lender documentation, and the New Issuer may
accept validly tendered (and not validly withdrawn) Existing Secured Notes from an eligible holder pursuant to the Exchange Offer that fails to deliver the Funding Amount in connection with the Funding Offer.
The Exchange Offer will expire at 5:00 p.m., New York City time, on April 11, 2024, unless extended (the "Expiration Time"). For Existing Secured Notes that have been validly tendered after the Early Participation Time but at or prior to the Expiration Time and not subsequently validly withdrawn and that are
accepted in the Exchange Offer, the settlement date is expected to occur promptly after the Expiration Time (the "Final Settlement Date"). The Final Settlement Date is expected to occur on April 15, 2024 (the second business day after the Expiration Time). The Early Settlement Date or Final Settlement Date may change without notice.
Consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of the conditions set forth in the Offering Memorandum.
The Exchange Offer is only being made, and the Exchange Notes are only being offered and issued to holders of Existing Secured Notes who are (x) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (y) not "U.S. persons" as defined in Rule 902 under the Securities Act and in compliance with Regulation S under the Securities Act. The holders of Existing Secured Notes who
are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to as "eligible holders."
The New Issuer is making the Offers only to eligible holders through, and pursuant to, the terms of the Offering Memorandum. The complete terms and conditions of the Offers are set forth in the Offering Memorandum. None of Rackspace, the New Issuer, the Guarantors (as defined in the Offering Memorandum), the Transaction Agent, the Fronting Lender, or any other person takes any position or makes any recommendation as to whether or not eligible holders should participate in the Offers.
Only eligible holders may receive a copy of the Offering Memorandum and participate in the Offers. We have retained Epiq to act as transaction agent for
the Offers and Jefferies Capital Services, LLC to act as the fronting lender for
the Funding Offer (the "Fronting Lender"). Holders of Existing Secured Notes wishing to certify that they are eligible holders in order to be eligible to receive a copy of the Offering Memorandum should complete the eligibility letter
and return it to Epiq as directed therein. Holders of Existing Secured Notes may
complete the eligibility letter on-line at https://epiqworkflow.com/cases/RackspaceEL or obtain a PDF copy of the eligibility letter by requesting a copy from tabulation@epiqglobal.com (mailto:tabulation@epiqglobal.com) and referencing "Rackspace" in the subject line. The eligibility letter can be returned via the online portal or by emailing a scan of both pages of the fully completed letter to Epiq at Tabulation@epiqglobal.com and referencing "Rackspace" in the subject line. Once your response has been reviewed and cleared by Epiq, you will receive the Offering Memorandum from Epiq by email.
This press release is for informational purposes only and does not constitute an
offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The Exchange Offer is being made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, has not been registered with the U.S. Securities and Exchange Commission (the "SEC") and relies on exemptions under state securities laws.
About Rackspace Technology
Rackspace Technology (https://www.rackspace.com/) is a leading end-to-end hybrid, multicloud, and AI solutions company. We design, build, and operate our customers' cloud environments across all major technology platforms, irrespective of technology stack or deployment model. We partner with our customers at every stage of their cloud journey, enabling them to modernize applications, build new products, and adopt innovative technologies.
Forward-Looking Statements
The Company has made statements in this press release that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this press release are, or could be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements include statements related to the Offers and the Company's ability to consummate the Offers within the time period expected, or at all. Any forward-looking statement
made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward- looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such
as "expects," "intends," "will," "anticipates," "believes," "confident," "continue," "propose," "seeks," "could," "may," "should," "estimates," "forecasts," "might," "goals," "objectives," "targets," "planned," "projects," and similar expressions. These forward-looking statements are based on management's current beliefs and assumptions and on information currently available to management. The Company cautions that these statements are subject to risks and uncertainties, many of which are outside of its control, and could cause future events or results to be materially different from those stated or implied in this press release, including among others, risk factors that are described in the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein.
Media Contact
Natalie Silva
publicrelations@rackspace.com (mailto:publicrelations@rackspace.com)
Investor Relations Contact
Sagar Hebbar
ir@rackspace.com (mailto:ir@rackspace.com)
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