Xerox (NYSE:XRX) announced today the initial settlement of its
offer to purchase $300 million in debt and exchange an additional
$300 million of existing debt for new 4.070% senior notes due March
17, 2022 (the “new notes”).
In accordance with the terms of the company’s private offers
(the “offers”) to exchange certain existing notes listed in the
table below, Xerox delivered today an aggregate principal amount of
$300 million of new notes and paid an aggregate of approximately
$322 million cash consideration. This settlement is for the
existing notes accepted for purchase and exchange, plus accrued and
unpaid interest on those existing notes from the last interest
payment date to, but not including, today, and cash in lieu of
fractional portions of new notes. Existing notes accepted for
tender were retired and cancelled. Existing notes not accepted for
tender will be returned to their tendering eligible holders.
The table below shows the principal amount of each series of
existing notes accepted for purchase and exchange at 2:00 p.m. ET
on March 14, 2017 (the “early acceptance date”), and the principal
amount of cash and new notes delivered today for each series of
existing notes accepted for purchase and exchange pursuant to the
offers (not including accrued and unpaid interest on such existing
notes or cash in lieu of fractional portions of new notes).
Principal Amount Delivered
CUSIP Number Title of Series
Aggregate
PrincipalAmountOutstanding
Principal Amount ofExisting
NotesAccepted forExchange
NewNotes
CashConsideration
984121BW2 6.350% Senior Notes due 2018 $1,000,000,000 $259,999,000
$129,980,000 $143,444,048 984121CA9 5.625% Senior Notes due 2019
$650,000,000 $96,362,000 $48,161,000 $55,914,051 984121CG6 2.750%
Senior Notes due 2019 $500,000,000 $94,016,000 $47,000,000
$47,780,812 984121CH4 2.800% Senior Notes due 2020 $400,000,000
$87,233,000 $43,600,000 $43,455,119 984121CM3 3.500% Senior Notes
due 2020 $400,000,000 $37,802,000 $18,897,000 $19,621,128 984121CK7
2.750% Senior Notes due 2020 $400,000,000 $24,795,000 $12,362,000
$12,226,662
The terms and conditions of the offers are described in an
offering memorandum dated February 28, 2017 (as it may be amended
or supplemented from time to time, the “offering memorandum”) and
the accompanying letter of transmittal (as it may be amended or
supplemented from time to time, the “letter of transmittal” and,
together with the offering memorandum, the “offer documents”).
The offers will expire at 11:59 p.m. ET on March 27, 2017,
unless extended. Xerox accepted for purchase and exchange existing
notes validly tendered (and not validly withdrawn) at or prior to
5:00 p.m. ET, on March 13, 2017 (the “early participation date”),
in accordance with the offers, at the early acceptance date. Xerox
does not expect to accept for purchase and exchange any existing
notes tendered after the early participation date.
This press release is not an offer to sell or a solicitation of
an offer to buy any securities in any jurisdiction or under any
circumstances in which the offer or sale is unlawful. Xerox has not
registered the new notes or the offering thereof under the
Securities Act of 1933, as amended, which Xerox refers to as the
“Securities Act,” or any state or foreign securities laws. The new
notes may not be offered or sold in the United States, unless they
are registered (including pursuant to the registration rights
agreement as defined in the offering memorandum) or pursuant to an
exemption from registration under the Securities Act.
The offers will only be made, and the new notes are only being
offered and will only be issued, to holders of existing notes
(i) in the United States, that are “qualified institutional
buyers”, as that term is defined in Rule 144A under the
Securities Act (each such holder, a “QIB”), in a private
transaction in reliance upon the exemption from the registration
requirements of the Securities Act and (ii) outside the United
States, that are persons other than “U.S. persons”, as that
term is defined in Rule 902 under the Securities Act, in
offshore transactions in compliance with Regulation S under
the Securities Act. Xerox refers to the holders of existing notes
that have certified to Xerox that they are eligible to participate
in the offers pursuant to at least one of the foregoing conditions
as “eligible holders”. Only eligible holders are authorized to
receive or review the offer documents or to participate in the
offers.
Global Bondholder Services Corporation has been retained to
serve as both the exchange agent and the information agent for the
offers. Eligible holders may download the offer documents from
Global Bondholder Services Corporation’s website at
http://gbsc-usa.com/eligibility/xerox or obtain from Global
Bondholder Services Corporation, free of charge, by calling
(toll-free) +1-866-794-2200 or (collect) +1-212-430-3774.
In making an investment decision, eligible holders must rely on
their own examination of Xerox and the terms of the offers,
including the merits and risks involved. They should not construe
anything in the offer documents as legal, business or tax advice.
They should consult their own advisors as needed to make their
investment decision and to determine whether they are legally
permitted to participate in the offers under applicable laws and
regulations. None of Xerox, the exchange agent, the information
agent, the trustee or the dealer managers or any affiliate of any
of them makes any recommendation as to whether eligible holders of
the existing notes should exchange their existing notes for new
notes pursuant to the offers. The offers are made only by the
offering memorandum and related letter of transmittal. This press
release is neither an offer to sell or purchase, nor a solicitation
of an offer to sell or purchase, any existing notes or new notes in
the offers. The offers are not being made to holders of existing
notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the offers
are required to be made by a licensed broker or dealer, the offers
will be deemed to be made on behalf of Xerox by the dealer managers
or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
About Xerox
Xerox Corporation is an $11 billion technology leader that
innovates the way the world communicates, connects and works. Our
expertise is more important than ever as customers of all sizes
look to improve productivity, maximize profitability and increase
satisfaction. We do this for small and mid-size businesses,
large enterprises, governments, graphic communications providers,
and for our partners who serve them.
We understand what’s at the heart of work – and all of the forms
it can take. We embrace the increasingly complex world of paper and
digital. Office and mobile. Personal and social. Every day across
the globe – in more than 160 countries – our technology, software
and people successfully navigate those intersections. We automate,
personalize, package, analyze and secure information to keep our
customers moving at an accelerated pace. For more information
visit www.xerox.com.
Forward-Looking Statements
This release contains “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995. The words
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”,
“should” and similar expressions, as they relate to us, 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: our ability to address our business challenges in order
to reverse revenue declines, reduce costs and increase productivity
so that we can invest in and grow our business; changes in economic
conditions, political conditions, trade protection measures,
licensing requirements and tax laws in the United States and in the
foreign countries in which we do business; changes in foreign
currency exchange rates; our ability to successfully develop new
products, technologies and service offerings and to protect our
intellectual property rights; 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; the
risk that partners, subcontractors and software vendors will not
perform in a timely, quality manner; actions of competitors and our
ability to promptly and effectively react to changing technologies
and customer expectations; our ability to obtain adequate pricing
for our products and services and to maintain and improve cost
efficiency of operations, including savings from restructuring
actions; the risk that individually identifiable information of
customers, clients and employees could be inadvertently disclosed
or disclosed as a result of a breach of our security systems;
reliance on third parties, including subcontractors, for
manufacturing of products and provision of services; our ability to
manage changes in the printing environment and markets and expand
equipment placements; interest rates, cost of borrowing and access
to credit markets; funding requirements associated with our
employee pension and retiree health benefit plans; 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 party;
the risk that we do not realize all of the expected strategic and
financial benefits from the separation and spin-off of our Business
Process Outsourcing (BPO) business; and other factors that are set
forth in the “Risk Factors” section, the “Legal Proceedings”
section, the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section and other sections of
our Annual Report on Form 10-K, as well as in our Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K filed with the
Securities and Exchange Commission (“SEC”). Xerox assumes no
obligation to update any forward-looking statements as a result of
new information or future events or developments, except as
required by law.
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Xerox® and Xerox and Design® are trademarks of Xerox in the
United States and/or other countries.
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version on businesswire.com: http://www.businesswire.com/news/home/20170317005651/en/
XeroxMedia:Carl Langsenkamp,
+1-585-423-5782,carl.langsenkamp@xerox.comorInvestors:Jennifer
Horsley, +1-203-849-2656jennifer.horsley@xerox.com
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