Xerox Holdings Corporation Announces Proposed Convertible Notes Offering

Xerox Holdings Corporation (NASDAQ: XRX) (the “Company” or “Xerox”) announced today its intention to offer, subject to market and other conditions, $300,000,000 aggregate principal amount of convertible senior notes (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 Company also expects to grant the initial purchasers of the Notes a 13-day option to purchase up to $45,000,000 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 the senior notes of the Company announced March 4, 2024, to be used to refinance any and all of its 3.800% Senior Notes due 2024 (the “2024 Notes”) and a portion of its 5.000% Senior Notes due 2025 (the “2025 Notes”) through a tender offer, to pay related fees and expenses in connection with such transactions and for general corporate purposes. The aggregate principal amount of the 2024 Notes currently outstanding is $300 million and the aggregate principal amount of the 2025 Notes outstanding is $750 million.

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 interest rate, initial conversion rate and other terms of the Notes are to be determined upon pricing of the offering. The Notes also will be redeemable at the option of the Company on or after September 20, 2027, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The Notes will mature on March 15, 2030.