Xerox Holdings Corporation Announces Pricing of Tender due 2024-2025

Mar 18, 2024

Norwalk, Conn. - Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox Holdings”) today announced the consideration payable in connection with the previously announced cash tender offers for the 2024 Notes and 2025 Notes (each as defined below).  The table below sets forth the Total Consideration (as defined below) for each series of Notes.

1. Per $1,000 amount.
2. The Total Consideration for each series of Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment. The Total Consideration for each series of Notes does not include the applicable Accrued Interest (as defined below), which will be payable in addition to the applicable Total Consideration.  Capitalized terms are 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 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.

 The "Total Consideration" listed in the table above per $1,000 principal amount of each series of Notes was determined at 10:00 a.m., New York City time, on March 18, 2024. Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on March 15, 2024 (the "Early Tender Date") are eligible to receive the Total Consideration for Notes accepted for purchase. As previously announced, 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"). Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date ("Accrued Interest"). Because the amount of 2025 Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Cap (as defined in the Offer to Purchase), 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.