Xerox Holdings Corporation Announces Offering of Senior Unsecured Notes
March 04 2024 - 7:59AM
Business Wire
Xerox Holdings Corporation (NASDAQ: XRX) today announced that it
is offering, subject to market conditions, up to $400 million in
aggregate principal amount of Senior Notes due 2029 (the “Notes”).
The Notes will be fully and unconditionally guaranteed on a senior
unsecured basis by Xerox Corporation and each of the company’s
other domestic restricted subsidiaries that guarantees any of the
company’s existing senior credit facilities.
The company intends to use the net proceeds from the sale of the
Notes to refinance its 3.800% Senior Notes due 2024 (“2024 Notes”)
and a portion of its 5.000% Senior Notes due 2025 through a tender
offer and/or a redemption and to pay related fees and expenses in
connection with such transactions. The aggregate principal amount
of the 2024 Notes currently outstanding is $300 million.
This press release does not constitute (i) an offer to purchase
or a solicitation of an offer to purchase the 2024 Notes or the
2025 Notes or (ii) a notice of redemption for purposes of the
redemption provisions of the indenture governing the 2024 Notes or
the 2025 Notes. Any tender offer will be made solely pursuant to an
offer to purchase to the holders of the 2024 Notes and the 2025
Notes.
The Notes and the related guarantees are being offered and sold
to persons reasonably believed to be “qualified institutional
buyers” pursuant to Rule 144A under the Securities Act of 1933 (as
amended, the “Securities Act”) and to non-U.S. persons outside the
United States pursuant to Regulation S under the Securities Act.
The Notes and the related guarantees have not been registered for
sale under the Securities Act or any state securities laws and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes, the related guarantees
or any other security, and shall not 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: risks and uncertainties related to the
completion of the offering of the Notes on the anticipated terms or
at all, applicable market conditions, the satisfaction of customary
closing conditions related to the offering, 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.
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Xerox® is a trademark of Xerox in the United States and/or other
countries.
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version on businesswire.com: https://www.businesswire.com/news/home/20240304446465/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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