Xerox Holdings Corporation Announces Closing of Convertible Notes Offering

Xerox Holdings Corporation (NASDAQ: XRX) (the “Company” or “Xerox”) announced today the closing of its $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 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, to be used to (i) 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) 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 Notes and the related guarantees are senior, unsecured obligations of the Company, and interest is payable semi-annually in arrears.

The Notes are 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.

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.