Mar 18, 2024
Norwalk, Conn. - Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox Holdings”) today announced the early tender results for the previously announced cash tender offers for the 2024 Notes and 2025 Notes (each 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 so 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. Except as specifically amended in the press release dated March 5, 2024, all other terms of the Tender Offers as previously announced in the Offer to Purchase remain unchanged.
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on March 15, 2024 (the "Early Tender Date"), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Notes as set forth in the table below under "Principal Amount Tendered at Early Tender Date" has been validly tendered and not validly withdrawn. Withdrawal rights expired at 5:00 p.m., New York City time, on the Early Tender Date.
|
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Principal Amount Tendered at Early Tender Date |
Aggregate Principal Amount Accepted for Purchase |
|
3.800% senior notes due 2024 |
984121 CJ0 |
$300,000,000 |
$82,842,000 |
$82,842,000 |
|
5.000% senior notes due 2025 |
98421 MAA4; U98401 AA7 |
$750,000,000 |
$544,166,000 |
$362,000,000 |
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").
As previously disclosed in the Offer to Purchase, because the aggregate principal amount of the 2025 Notes tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the Maximum Tender Cap, any such tendered 2025 Notes will be accepted on a pro rata basis as set forth in the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. Since the Tender Offer for the 2025 Notes is fully subscribed at the Early Tender Date, Xerox Holdings does not expect to accept for purchase any 2025 Notes tendered after the Early Tender Date on a subsequent settlement date.
