Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox Holdings”)
today announced the consideration payable in connection with the
previously announced cash tender offers for the 2024 Notes and 2025
Notes (each as defined below). The table below sets forth the Total
Consideration (as defined below) for each series of Notes.
Title of Security
CUSIP Number
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference Page
Fixed Spread
Early Tender Payment(1)(2)
Total Consideration(1)(2
3.800% senior notes due 2024
984121 CJ0
$300,000,000
UST 0.250% due 05/15/2024
FIT3
+0 bps
$30
$997.23
5.000% senior notes due 2025
98421 MAA4;
U98401 AA7
$750,000,000
UST 2.000% due 08/15/2025
FIT4
+85 bps
$30
$989.49
(1)
Per $1,000 amount.
(2)
The Total Consideration for each series of
Notes validly tendered prior to or at the Early Tender Date (as
defined below) and accepted for purchase is calculated using the
applicable Fixed Spread and is inclusive of the applicable Early
Tender Payment. The Total Consideration for each series of Notes
does not include the applicable Accrued Interest (as defined
below), which will be payable in addition to the applicable Total
Consideration. Capitalized terms are as defined below.
The tender offers are being made pursuant to the terms and
conditions set forth in the offer to purchase, dated March 4, 2024,
as amended by Xerox Holdings’ press release dated March 5, 2024 (as
amended, the "Offer to Purchase"). The tender offers comprise (i)
Xerox Holdings’ offer to purchase for cash up to $362 million
aggregate principal amount of its 5.000% senior notes due 2025 (the
“2025 Notes”) and (ii) Xerox Corporation’s (“Xerox” and, together
with Xerox Holdings, the “Company”) offer to purchase for cash any
and all of its 3.800% senior notes due 2024 (the “2024 Notes” and,
together with the 2025 Notes, the “Notes”) (collectively, the
“Tender Offers”). The Company refers investors to the Offer to
Purchase for the complete terms and conditions of the Tender
Offers.
The "Total Consideration" listed in the table above per $1,000
principal amount of each series of Notes was determined at 10:00
a.m., New York City time, on March 18, 2024. Only holders of Notes
who validly tendered and did not validly withdraw their Notes at or
prior to 5:00 p.m., New York City time, on March 15, 2024 (the
"Early Tender Date") are eligible to receive the Total
Consideration for Notes accepted for purchase. As previously
announced, the Company has elected to exercise its right to make
payment for the Notes that were validly tendered prior to or at the
Early Tender Date and that are accepted for purchase on March 20,
2024 (the "Early Settlement Date"). Holders will also receive
accrued and unpaid interest on Notes validly tendered and accepted
for purchase from the applicable last interest payment date up to,
but not including, the Early Settlement Date ("Accrued Interest").
Because the amount of 2025 Notes validly tendered and not validly
withdrawn exceeds the Maximum Tender Cap (as defined in the Offer
to Purchase), any such tendered 2025 Notes will be accepted on a
pro rata basis as set forth in the Offer to Purchase, subject to a
proration factor of approximately 66.608%. As described further in
the Offer to Purchase, any 2025 Notes tendered and not accepted for
purchase will be promptly credited to the tendering holder's
account.
Information Relating to the Tender Offers
Citigroup Global Markets Inc. is the dealer manager for the
Tender Offers. Investors with questions regarding the Tender Offers
may contact Citigroup Global Markets Inc. at (800) 558-3745
(toll-free). Global Bondholder Services Corporation is the tender
and information agent for the Tender Offers and can be contacted at
(855) 654-2014 (toll-free) or (212) 430-3774 (collect).
The Tender Offers are being made solely by means of the Offer to
Purchase. This press release shall not constitute an offer to
purchase or a solicitation of an offer to purchase any securities,
nor shall it constitute an offer, solicitation or sale of any
securities in any state or jurisdiction in which, or to any persons
to whom, such offering, solicitation or sale would be unlawful.
About Xerox Holdings Corporation (NASDAQ: XRX)
For more than 100 years, Xerox has continually redefined the
workplace experience. Harnessing our leadership position in office
and production print technology, we’ve expanded into software and
services to sustainably power the hybrid workplace of today and
tomorrow. Today, Xerox is continuing its legacy of innovation to
deliver client-centric and digitally-driven technology solutions
and meet the needs of today’s global, distributed workforce. From
the office to industrial environments, our differentiated business
and technology offerings and financial services are essential
workplace technology solutions that drive success for our clients.
At Xerox, we make work, work.
Forward-Looking Statements
This release and other written or oral statements made from time
to time by management contain “forward looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
The words “anticipate”, “believe”, “estimate”, “expect”, “intend”,
“will”, “should”, “targeting”, “projecting”, “driving” and similar
expressions, as they relate to us, our performance and/or our
technology, are intended to identify forward-looking statements.
These statements reflect management’s current beliefs, assumptions
and expectations and are subject to a number of factors that may
cause actual results to differ materially. Such factors include but
are not limited to: global macroeconomic conditions, including
inflation, slower growth or recession, delays or disruptions in the
global supply chain, higher interest rates, and wars and other
conflicts, including the current conflict between Russia and
Ukraine; our ability to succeed in a competitive environment,
including by developing new products and service offerings and
preserving our existing products and market share as well as
repositioning our business in the face of customer preference,
technological, and other change, such as evolving return-to-office
and hybrid working trends; failure of our customers, vendors, and
logistics partners to perform their contractual obligations to us;
our ability to attract, train, and retain key personnel; execution
risks around our Reinvention; the risk of breaches of our security
systems due to cyber, malware, or other intentional attacks that
could expose us to liability, litigation, regulatory action or
damage our reputation; our ability to obtain adequate pricing for
our products and services and to maintain and improve our cost
structure; changes in economic and political conditions, trade
protection measures, licensing requirements, and tax laws in the
United States and in the foreign countries in which we do business;
the risk that multi-year contracts with governmental entities could
be terminated prior to the end of the contract term and that civil
or criminal penalties and administrative sanctions could be imposed
on us if we fail to comply with the terms of such contracts and
applicable law; interest rates, cost of borrowing, and access to
credit markets; risks related to our indebtedness; the imposition
of new or incremental trade protection measures such as tariffs and
import or export restrictions; funding requirements associated with
our employee pension and retiree health benefit plans; changes in
foreign currency exchange rates; the risk that our operations and
products may not comply with applicable worldwide regulatory
requirements, particularly environmental regulations and directives
and anticorruption laws; the outcome of litigation and regulatory
proceedings to which we may be a party; laws, regulations,
international agreements and other initiatives to limit greenhouse
gas emissions or relating to climate change, as well as the
physical effects of climate change; and other factors as set forth
from time to time in the company’s Securities and Exchange
Commission filings, including the company’s Annual Report on Form
10-K for the year ended December 31, 2023.
The company intends these forward-looking statements to speak
only as of the date of this release and does not undertake to
update or revise them as more information becomes available, except
as required by law.
Xerox® is a trademark of Xerox in the United States and/or other
countries.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240318431926/en/
Media Contact: Justin Capella, Xerox, +1-203-258-6535,
Justin.Capella@xerox.com
Investor Contact: David Beckel, Xerox, +1-203-849-2318,
David.Beckel@xerox.com
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