| Item 1.01 |
Entry into a Material Definitive Agreement |
On November 13, 2026 (the “Settlement Date”), Xerox Corporation (“Xerox”) and Xerox Holdings Corporation (“Holdings” and together with Xerox, the “Companies”), completed the previously announced exchange transactions pursuant to that certain exchange support agreement (the “Exchange Support Agreement”), dated as of October 29, 2026, by and among the Companies, the subsidiary guarantors named therein 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 (the “Consenting Holders”), whereby, among other things, the Companies entered into the Exchange Agreement (as defined below) pursuant to which the Consenting Holders holding 2028 Notes (the “Exchanging Holders”) exchanged $173,679,000 aggregate principal amount of 2028 Notes held by the Exchanging Holders (representing approximately 31.2% of the outstanding aggregate principal amount of the 2028 Notes) for (i) $121,086,000 aggregate principal amount of 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030 newly issued by Xerox (the “New 1L Exchange Notes”) and (ii) 3,872,062 shares of common stock, par value $1.00 per share, of Holdings (the “Exchange Common Stock” and such exchange transactions, the “Exchanges”).
Following the consummation of the Exchanges, $382,456,000 aggregate principal amount of 2028 Notes remain outstanding.
New 1L Exchange Notes Indenture
The New 1L Exchange Notes are governed by an indenture, dated as of the Settlement Date (the “Indenture”), among Xerox, Holdings, certain of Xerox’s domestic and foreign subsidiaries and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
The New 1L Exchange Notes bear interest at a rate of 10.250% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2027. The New 1L Exchange Notes are unconditionally guaranteed on a senior secured basis by Holdings and certain of Xerox’s domestic and foreign subsidiaries and, subject to certain exceptions and permitted liens, secured by security interests in substantially all of the assets of Xerox, Holdings and such subsidiaries (the “Xerox Collateral”) on a first-priority basis by the Xerox Collateral that is Fixed Asset Collateral (as defined in the Indenture) and on a second-priority basis by the Xerox Collateral that is Current Asset Collateral (as defined in the Indenture).
At any time and from time to time prior to October 15, 2027, some or all of the New 1L Exchange Notes are redeemable for cash at a redemption price equal to 100% of their principal amount, plus the applicable “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on October 15, 2027, some or all of the New 1L Exchange Notes are redeemable at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to October 15, 2027, up to 40% of the aggregate principal amount of the New 1L Exchange Notes are redeemable with funds from one or more equity offerings at a redemption price equal to 110.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, prior to October 15, 2027, during each 12-month period commencing with the issue date of the New 1L Exchange Notes, up to 10% of the aggregate principal amount of the New 1L Exchange Notes outstanding are redeemable at a redemption price equal to 103% of the principal amount of the New 1L Exchange Notes redeemed plus accrued and unpaid interest.
If Xerox experiences a Change of Control Triggering Event (as defined in the Indenture), Xerox will be required to offer to repurchase the New 1L Exchange Notes, at 101% of the principal amount of such New 1L Exchange Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Indenture contains covenants that, among other things, limit the ability of Xerox, Holdings and Xerox’s restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, prepay, redeem or repurchase certain subordinated debt, issue certain preferred stock or similar equity securities, make loans and investments, sell or otherwise dispose of assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all assets. Additionally, the Indenture contains a covenant limiting the Companies’ ability to permit certain entities relating to the joint venture previously announced in February 2026 to incur additional debt or issue additional equity (the “IPCo Covenant”).
