Xerox expects roughly $53M debt cut from note exchange
If completed, the exchange is expected to reduce overall debt principal by approximately $53 million and extend $121 million of debt maturing in 2028 to 2030.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Xerox Holdings Corporation (XRX) entered an exchange support agreement for an offer covering approximately $174.0 million aggregate principal amount of its 5.500% Senior Notes due 2028, about 31.1% of outstanding principal. Under the proposed terms, each $1,000 principal amount exchanged would receive $690 principal amount of Xerox Corporation’s newly issued 10.250% Senior Secured First Lien Notes due 2030 and $60 in value of Holdings common stock, or, in limited circumstances, an additional $60 principal amount of new notes.
The exchange is expected to close on or about November 13, 2026, subject to limited conditions; the early exchange deadline is November 12, 2026. It is structured as a cashless exchange other than transaction expenses, and cash interest is expected to remain approximately neutral. Upon completion, overall debt principal is expected to fall by approximately $53 million, while $121 million of debt maturing in 2028 is expected to extend to 2030. The term-loan amendment was entered into but becomes operative only at settlement; it would add a negative covenant limiting the companies’ ability to permit certain entities to incur debt or issue equity. The companies also agreed to use commercially reasonable efforts to have Holdings file a resale registration statement for exchange shares on or before settlement.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Approximately $53 million expected debt-principal reduction; $121 million of 2028 debt expected to extend to 2030.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
cashless exchange financial
pari passu financial
negative covenant financial
Early Exchange Deadline financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the terms of XRX’s 2028 note exchange?
How much debt does XRX expect to reduce or extend?
When do XRX’s term-loan amendment provisions take effect?
AI-generated analysis. How Rhea-AI works. Not financial advice.
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Name of each exchange on which registered | ||
Item 1.01. Entry Into a Material Definitive Agreement.
On October 29, 2026, Xerox Corporation (“Xerox”), Xerox Holdings Corporation (“Holdings” and together with Xerox, the “Companies”), the subsidiary guarantors named therein (the “Guarantors”) and certain holders of 5.500% Senior Notes due 2028 of Holdings (the “2028 Notes”), the Existing First Lien Notes (as defined below) and/or term loans under the Term Loan Credit Agreement (as defined below), or their investment advisors, sub-advisors or managers (each, a “Consenting Holder” and collectively, the “Consenting Holders” and, together with the Companies and the Guarantors, the “ESA Parties”) entered into an exchange support agreement (the “Exchange Support Agreement”) pursuant to which, the ESA Parties have agreed to the terms of and to support the transactions described below.
The transactions (collectively, the “Transactions”) include (A) the commencement of an exchange offer (the “Exchange Offer”) to exchange approximately $174.0 million aggregate principal amount of 2028 Notes held by the Consenting Holders (representing approximately 31.1% of the outstanding aggregate principal amount of the 2028 Notes) for, per $1,000 principal amount of 2028 Notes exchanged in the Exchange Offer: (i) $690.00 aggregate principal amount of 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030 newly issued by Xerox (the “New 1L Exchange Notes”), with terms, priority, and collateral substantially identical to those of the Existing First Lien Notes under the Existing First Lien Indenture (as defined below), as modified by the Supplemental Indenture (as defined below), and (ii) 3,872,062 shares of common stock, par value $1.00 per share, of Holdings (the “Common Stock”) or, in limited circumstances, an additional $60.00 principal amount of New 1L Exchange Notes, and (B) (i) an amendment (the “Term Loan Credit Agreement Amendment”) to the First Lien Term Loan Credit Agreement, dated as of November 17, 2023, among Xerox, as borrower, Holdings, as guarantor, the other guarantors party thereto, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Term Loan Credit Agreement”) and (ii) a supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of April 11, 2025, among Xerox, as issuer, Holdings, as guarantor, the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to the 10.250% Senior Secured First Lien Notes due 2030 (the “Existing First Lien Notes”) of Xerox (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing First Lien Indenture”), in each case, to add a negative covenant limiting the Companies’ ability to permit certain entities to incur additional debt or issue additional equity.
Pursuant to the Exchange Support Agreement, the Consenting Holders have agreed to, among other things: (i) participate in the Exchange Offer, including by delivering an exchange agreement (the form of which is attached to the Exchange Support Agreement, the “Exchange Agreement”) to formally exchange such Consenting Holders’ 2028 Notes in the Exchange Offer by November 12, 2026, the early exchange deadline for the Exchange Offer (the “Early Exchange Deadline”), subject to the conditions outlined in the Exchange Support Agreement, and (ii), to the extent they hold term loans under the Term Loan Credit Agreement, provide consent to implement the Term Loan Credit Agreement Amendment. Further, effective upon consummation of the Exchange Offer, each of the Consenting Holders has agreed (and each beneficial owner of New 1L Exchange Notes, by its acceptance thereof, will agree) not to institute, pursue or support any action or proceeding against the Companies, their subsidiaries or their respective affiliates and representatives and the agents, trustees and collateral agents under the Companies’ and their subsidiaries’ existing funded indebtedness, in each case, arising out of or relating to the joint venture previously announced in February 2026 and related transactions, subject to the conditions outlined in the Exchange Support Agreement. Concurrently, the Companies have agreed to, among other things, use commercially reasonable efforts to (i) take or cause to be taken all actions reasonably necessary to consummate the Transactions, including by entering into the Exchange Agreement, the Term Loan Credit Agreement Amendment and the Supplemental Indenture, and (ii) cause Holdings to file a registration statement for the resale of the Common Stock to be issued in the Exchange Offer on or prior to the settlement date of the Exchange Offer (the “Settlement Date”), in each case, as outlined in, and subject to the conditions of, the Exchange Support Agreement.
The Exchange Support Agreement may be terminated by the Consenting Holders that hold, in the aggregate, at least 66.67% of the outstanding principal amount of 2028 Notes held by all Consenting Holders, or the Companies, in certain circumstances including if, among others, the early settlement of the Exchange Offer is not consummated on or before November 20, 2026 (in the case of termination by the Consenting Holders), or the counterparty is in breach in any material respects of their obligations, representations, warranties or covenants contained in the Exchange Support Agreement (after an applicable cure period).
The Settlement Date is expected to occur on or about November 13, 2026, the business day following the Early Exchange Deadline.
Concurrently with entrance into the Exchange Support Agreement, the Companies entered into the Term Loan Credit Agreement Amendment as described above. Although the Term Loan Credit Agreement Amendment has been entered into, its operative provisions will become effective only upon the Settlement Date.
The information contained herein is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security.
The foregoing is a summary of the material terms of, and is qualified by, the full text of (i) the Exchange Support Agreement and the attachments included thereto (including the exchange offer terms summary and the forms of the Exchange Agreement, the indenture governing the New 1L Exchange Notes, the Term Loan Credit Agreement Amendment and the Supplemental Indenture), a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference and (ii) the Term Loan Credit Agreement Amendment, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 29, 2026, the Companies issued a press release announcing certain of the Transactions, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibits attached to this Form 8-K contain statements which are not historical facts that are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” “could,” “can,” “targeting,” “projecting,” “driving,” “future,” “plan,” “predict,” “may” or words of similar meaning and include, but are not limited to, statements regarding the Transactions, the anticipated closing of the Transactions and the Companies’ ability to realize the intended benefits of the Transactions. Forward-looking statements are not guarantees of future performance and the actual results of the Companies may differ significantly from the results discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this document or as of the date to which they refer. Factors that might cause such differences include, but are not limited to, those discussed in the Companies’ Securities and Exchange Commission filings, including the Companies’ reports on Forms 10-K and 10-Q. The Companies assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1* | Exchange Support Agreement, dated as of October 29, 2026, by and among Xerox Corporation, Xerox Holdings Corporation, the other guarantors party thereto and the Consenting Holders. | |
| 10.2 | Amendment No. 2, dated as of October 29, 2026, to the First Lien Term Loan Credit Agreement, dated as of November 17, 2023, among Xerox Corporation, Xerox Holdings Corporation, the other guarantors party thereto, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent. | |
| 99.1 | Press Release, dated October 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Companies treat as private or confidential. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Xerox Corporation | ||||||
| Date: October 29, 2026 |
By: | /s/ Charles Douglas Butler | ||||
| Name: Charles Douglas Butler | ||||||
| Title: Chief Financial Officer | ||||||
| Xerox Holdings Corporation | ||||||
| Date: October 29, 2026 |
By: | /s/ Charles Douglas Butler | ||||
| Name: Charles Douglas Butler | ||||||
| Title: Chief Financial Officer | ||||||
Exhibit 99.1
News from Xerox Holdings Corporation
Xerox Announces Exchange Transaction to Extend Portion of 2028 Debt Maturities and Reduce Overall Debt
NORWALK, Conn., Oct. 29, 2026 – Xerox Holdings Corporation (NASDAQ: XRX) today announced an exchange transaction (the “Exchange Transaction”) that will address approximately $174 million of its senior notes due in 2028 (the “2028 Notes”), extending those maturities to 2030 while reducing overall debt principal and preserving cash. The transaction represents another step in the company’s ongoing efforts to strengthen its balance sheet and reduce leverage.
“Following the open market purchases earlier this year, this transaction is yet another step that we’ve taken to proactively address our upcoming maturities. It addresses more than 30% of our outstanding 2028 Notes while reducing debt principal and preserving liquidity to support the business,” said Chuck Butler, chief financial officer at Xerox. “We appreciate the constructive partnership with our largest lenders and remain focused on strengthening our balance sheet and reducing leverage.”
Transaction Details
The Exchange Transaction is anchored by an ad hoc group of first lien lenders and provides for holders of approximately $174 million of 2028 Notes to exchange their notes for a combination of Xerox Corporation’s newly issued first lien senior secured notes due October 2030 (the “New First Lien Notes”), and shares of Xerox common stock.
For each $1,000 principal amount of 2028 Notes exchanged, participating holders will receive $690 principal amount of New First Lien Notes and $60 in value of Xerox common stock (based on a discount to the pre-announcement VWAP), or additional New First Lien Notes in certain limited circumstances.
The New First Lien Notes will be largely identical to the existing first lien notes due October 2030 and will rank pari passu with the company’s existing first lien debt. The transaction is structured as a cashless exchange, other than transaction expenses, and is expected to keep cash interest approximately neutral. It is expected to close on or about November 13, 2026, subject to certain limited conditions.
Upon completion, the transaction is expected to reduce overall debt principal by approximately $53 million and extend $121 million of debt maturing in 2028 to 2030.
This communication 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.
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© 2026 Xerox Corporation. All rights reserved. Xerox® and the Xerox logo are trademarks of XRX Brandco LLC in the United States and/or other countries. Lexmark® is a trademark of Lexmark International, Inc. in the United States and/or other countries.
News from Xerox Holdings Corporation
Advisors
Lazard is serving as financial advisor to Xerox and Simpson Thacher & Bartlett LLP is serving as legal advisor. Moelis & Company LLC is serving as financial advisor to the ad hoc group of first lien lenders and Gibson, Dunn & Crutcher LLP is serving as legal advisor.
Forward-Looking Statement
This presentation 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 and involve certain risks and uncertainties. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “would”, “could”, “can”, “should”, “targeting”, “projecting”, “driving”, “future”, “plan”, “predict”, “may” and similar expressions are intended to identify forward-looking statements. The Company’s actual results may differ significantly from the results discussed in the forward-looking statements. These statements reflect management’s current beliefs and assumptions and are subject to a number of other factors that may cause actual results to differ materially.
Such factors include but are not limited to: applicable market conditions; 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, 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 capital, 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 we may be subject to new or heightened regulatory or operation risks as a result of our, or third parties,’ use or anticipated use of artificial intelligence technologies; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a
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© 2026 Xerox Corporation. All rights reserved. Xerox® and the Xerox logo are trademarks of XRX Brandco LLC in the United States and/or other countries. Lexmark® is a trademark of Lexmark International, Inc. in the United States and/or other countries.
News from Xerox Holdings Corporation
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; our ability to successfully integrate the Lexmark business and realize the anticipated benefits thereof, including expected synergies; and other factors that are set forth from time to time in the Company’s Securities and Exchange Commission filings, including the combined Annual Report on Form 10-K of Xerox Holdings and Xerox Corporation.
These forward-looking statements speak only as of the date hereof or of the date to which they refer, and the Company assumes no obligation to update or revise any forward-looking statements as a result of new information or future events or developments, except as required by law.
ABOUT XEROX HOLDINGS CORPORATION (NASDAQ: XRX)
Xerox is a global technology company with more than 120 years of innovation leadership. We design, manufacture, deliver, and support print, IT, and digital services for nearly 200,000 clients worldwide. Our integrated, AI-powered portfolio includes managed and production print, document management, workflow automation, cybersecurity, cloud managed services, IT infrastructure, and collaboration technology. Serving clients from growing SMBs to 90 percent of the Fortune 500, Xerox supports leading healthcare, government, financial services, education, legal, retail, and commercial organizations. Through direct sales and a global network of channel partners, we deliver the technology, expertise, and support organizations need to operate efficiently, securely, and at scale.
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Media Contact
Justin Capella, Xerox, Justin.Capella@xerox.com
Investor Contact
Greg Stein, Xerox, Greg.Stein@xerox.com
Note: To receive RSS news feeds, visit www.news.xerox.com. For open commentary, industry perspectives and views, visit www.linkedin.com/company/xerox or www.youtube.com/XeroxCorp.
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© 2026 Xerox Corporation. All rights reserved. Xerox® and the Xerox logo are trademarks of XRX Brandco LLC in the United States and/or other countries. Lexmark® is a trademark of Lexmark International, Inc. in the United States and/or other countries.