Xerox Holdings Corporation Announces Pricing of Upsized Convertible Notes Offering

Xerox Holdings Corporation (NASDAQ: XRX) (the “Company” or “Xerox”) announced today the pricing of $350,000,000 aggregate principal amount of 3.75% Convertible Senior Notes due 2030 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The size of the offering was increased by $50 million subsequent to the initial announcement of the offering. The Company also granted the initial purchasers of the Notes a 13-day option to purchase up to $50,000,000 aggregate principal amount of additional notes.

The Company intends to use the net proceeds from this offering to fund the cost of the capped call transactions described below, with any remaining net proceeds of the Notes, together with the net proceeds from the concurrent offering of 8.875% Senior Notes due 2029 of the Company which also priced today, to be used (i) to refinance all of its outstanding 3.800% Senior Notes due 2024 (“2024 Notes”) and a portion of its 5.000% Senior Notes due 2025 (“2025 Notes”), (ii) to repay, repurchase or redeem a portion of its other outstanding indebtedness, (iii) to pay related fees and expenses and (iv) for general corporate purposes.

The sale of the Notes is expected to close on March 11, 2024, subject to the satisfaction or waiver of customary closing conditions.

The Notes and the related guarantees will be senior, unsecured obligations of the Company, and interest will be payable semi-annually in arrears.

The Notes will be convertible into cash, up to the aggregate principal amount of the Notes to be converted, and into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The initial conversion rate for the Notes is 47.9904 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $20.84 per share). The initial conversion price represents a premium of approximately 25% to the $16.67 per share closing price of Xerox’s common stock on NASDAQ on March 6, 2024.