Xerox: Announces Tender Offer for 2023 Notes

NORWALK, Conn.

Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox Holdings”) today announced the commencement of a cash tender offer (the “Offer”) of its wholly owned subsidiary, Xerox Corporation (“Xerox,” and in partnership with Xerox Holdings, the “Company”), for up to $ 350 million aggregate principal amount of 3.625% (4.625%) of its Senior Notes to be paid in 2023 (CUSIP No. 984121CQ4) (the “Notes”), according to terms and conditions set forth in the Purchase Offer dated May 20, 2022.

The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 17, 2022 (unless extended) (the “Expiration Time”).

Note holders (“Holders”) who have properly submitted their Notes on or before 5:00 pm, New York City time, on June 3, 2022 (the “Early Tender Time”) will be eligible to receive a “Total Consideration” of $ 1,007.50 per $ 1,000 principal amount of Notes issued, which includes an “Early Tender Payment” of $ 30 per $ 1,000 of Notes. Holders who have properly submitted their Notes after the Early Exam Time but on or before the Expiration Time will be eligible to receive “Tender Offer Consideration,” equal to “Total Consideration “minus” Early Tender Payment. ”

Xerox’s obligation to accept for purchase, and pay for, Notes properly issued is subject to certain conditions. Xerox may waive any of these conditions if they are not satisfied.

Subject to satisfaction or waiver of certain conditions, Xerox reserves the right, following the Early Tender Time, to accept for purchase before the final settlement date all Notes properly issued on or before the Early Tender Time. (an “Early Settlement Election”). Xerox will announce if it intends to implement the Early Settlement Election following the Early Tender Time.

If Xerox conducts the Early Settlement Election, it currently expects that the settlement date for Notes issued on or before the Early Settlement Time will occur immediately after the implementation of the Early Settlement Election. arrangement. The settlement date for Notes issued after the Early Tender Time and on or before the Expiration Time and accepted by Xerox for purchase in the Offer shall occur immediately after the Expiration Time. Notes provided may be validly withdrawn anytime before 5:00 pm, New York City time, on June 3, 2022, but not thereafter. In addition to Total Consideration or Tender Offer Consideration, if applicable, Holders whose Notes are accepted for payment on the Offer will receive accrued and unpaid interest up to, but not including, applicable date of repair.

If the purchase of all properly tendered Notes by the appropriate settlement date would cause Xerox to purchase a principal amount of more than $ 350 million (the “Tender Cap”) of the Notes, then the Offer shall be oversubscribed and Xerox, if it accepts Notes for the Purchase Offer, will accept for purchase the tender Notes on a prorated basis as described in the Purchase Offer. If the Tender Cap is reached in respect of Notes tenders made on or before the Early Tender Time, no Notes tender after the Early Tender Time will be accepted for purchase unless the Tender Cap is raised by Xerox, on its own decision making.

Xerox reserves the right, but under no obligation, to increase the Tender Cap at any time, subject to compliance with applicable law.

Citigroup Global Markets Inc. (“Citi”) acts as the sole dealer manager for the Offer. For more information about the terms of the Offer, please contact Citi at (800) 558-3745 (US toll-free) or 1 (212) 723-6106. Requests for documents may be directed to Global Bondholder Services Corporation, which acts as depositary and information agent for the Offer, at (855) -654-2014 (toll-free) or (212) 430-3774 (collect for Banks and Brokers).

Neither Xerox, the dealer manager, nor the depository and information agent have made any recommendations as to whether Holders should provide their Notes pursuant to the Offer, and no one has authorized any of them to make any such a recommendation. Holders must make their own decisions on whether to issue their Notes, and, if so, the primary amount of Notes to be forwarded.

This press release does not constitute an offer to purchase or a solicitation of an offer to sell Notes or other securities, nor will there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation, or purchase is unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offer is made only by the Purchase Offer dated May 20, 2022.

About Xerox Holdings Corporation (NASDAQ: XRX)
For over 100 years, Xerox has continually transformed the workplace experience. With our leadership position in office printing technology and production, we have expanded software and services to maintain today’s workforce. From the office to industrial environments, our diverse business and financial services solutions are designed to make every day better for clients – wherever that work is done. Today, Xerox scientists and engineers continue our legacy of innovation with disruptive technologies in digital transformation, augmented reality, robotic process automation, additive manufacturing, Industrial Internet of Things and cleantech. Learn more at xerox.com.

Statement of Caution Regarding Forward Statements
This press release contains “forward-looking statements.” The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should,” “targeting,” “projecting,” “driving,” and similar expressions, which they relate to us, our performance and/or our technology, are intended to define the statements expected. These statements reflect current management beliefs, assumptions, and expectations and are subject to certain factors that may cause actual results to differ materially. Such factors include but are not limited to: the pandemic effects of COVID-19 on our businesses and our customers and the duration and extent to which it will affect our future results of operations and overall performance financially; our ability to address our business challenges to reverse declining revenue, reduce costs and increase productivity so we can invest and grow our business; our ability to attract and retain key personnel; changes in economic and political conditions, trade protection measures, licensing requirements and tax laws in the United States and in foreign countries in which we do business; the imposition of new or incremental trade protection measures such as tariffs and restrictions on imports or exports; changes in foreign exchange rates; our ability to successfully develop new products, technologies and service offerings and protect our intellectual property rights; the risk that multi-year contracts with government entities may be terminated before the end of the contract term and that civil or criminal penalties and administrative penalties may be imposed on us if we do not comply with the terms of such contracts and applicable law; the risk of not being taken by partners, subcontractors and software vendors in a timely, quality manner; actions of competitors and our ability to respond quickly and effectively 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 confidential and/or individually identifiable information to us, our customers, clients and employees may inadvertently disclose or disclose as a result of a breach of our security systems due to cyber attacks or other intentional actions; reliance on third parties, including subcontractors, for the manufacture of products and provision of services; the exit of the United Kingdom from the European Union; our ability to manage changes in the printing environment and expand equipment placements; interest rates, borrowing amounts 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, specifically environmental regulations and directives and anti -corruption laws; the outcome of litigation and regulatory proceedings in which we may be a party; any effects resulting from the reorganization of our relationship with Fujifilm Holdings Corporation; the shared service configurations we entered into as part of Project Own It; whether CareAR’s service experience management platform will meet expectations regarding customer adoption, integration with the ServiceNow platform, and cost and carbon reduction; CareAR’s financial performance, including projected revenue for fiscal years 2022 and beyond; the financial performance of FITTLE, including projected revenue for fiscal years 2022 and beyond; and PARC’s ability to successfully monetize its technology and its research products. Additional risks that may affect Xerox’s operations and other factors are set forth in the “Risk Factors” section, the “Legal Procedures” section, the “Financial Condition Management Discussion and Analysis” section. Results of Operations ”and other sections of Xerox Holdings The combined 2020 Annual Report of the Corporation and Xerox Corporation on Form 10-K, as well as the Quarterly Reports of Xerox Holdings Corporation and Xerox Corporation on Form 10-Q and Current Reports on Form 8-K filed with the SEC.

These statements speak only on the date of this presentation or the date on which they are determined, and Xerox has no obligation to update any future statements as a result of new information or events or changes. future development, unless required by law.

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