Xerox Holdings Corp. Files 8-K: Material Agreement

TL;DR

Xerox just signed a big deal, filing an 8-K. Details to follow.

AI Summary

Xerox Holdings Corp. entered into a Material Definitive Agreement on December 22, 2024. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits. The company is incorporated in Connecticut and its fiscal year ends on December 31st.

Why It Matters

This 8-K filing indicates a significant new agreement for Xerox, which could impact its business operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of Xerox's annual financial reporting period.)

Key Players & Entities

• Xerox Holdings Corp. (company) — Filer
• XEROX CORP (company) — Former Company Name
• HALOID XEROX INC (company) — Former Company Name
• 201 MERRITT 7 (location) — Business and Mail Address
• NORWALK (location) — Business and Mail Address City
• CT (location) — Business and Mail Address State
• 06851 (location) — Business and Mail Address Zip

FAQ

Key Financial Figures

• $1.00 — erox Holdings Corporation Common Stock, $1.00 par value XRX Nasdaq Global Select
• $1.5 b — ox Corporation will acquire Lexmark for $1.5 billion, inclusive of net debt and other
• $30 million — l reimburse Xerox Corporation for up to $30 million of its documented out-of-pocket expens
• $50 m — sal, Lexmark will pay Xerox Corporation $50 million, less any expenses previously rei
• $356.7 million — ties agreed to provide an approximately $356.7 million senior secured incremental term loan fa
• $250.0 million — o provide debt financing in the form of $250.0 million principal amount of senior unsecured no
• $550.0 — ured notes (the "SUNs") and a committed $550.0 senior secured term loan facility, in t

Filing Documents

• d894396d8k.htm (8-K) — 56KB
• d894396dex21.htm (EX-2.1) — 640KB
• d894396dex101.htm (EX-10.1) — 99KB
• d894396dex102.htm (EX-10.2) — 114KB
• d894396dex103.htm (EX-10.3) — 114KB
• d894396dex104.htm (EX-10.4) — 154KB
• d894396dex991.htm (EX-99.1) — 20KB
• g894396g1223044036126.jpg (GRAPHIC) — 2KB
• 0001193125-24-283670.txt ( ) — 1654KB
• xrx-20241222.xsd (EX-101.SCH) — 5KB
• xrx-20241222_cal.xml (EX-101.CAL) — 1KB
• xrx-20241222_def.xml (EX-101.DEF) — 12KB
• xrx-20241222_lab.xml (EX-101.LAB) — 20KB
• xrx-20241222_pre.xml (EX-101.PRE) — 12KB
• d894396d8k_htm.xml (XML) — 5KB

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K ("Current Report") contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, that involve certain risks and uncertainties. The words "estimate," "project," "will," "should," "would," "could," "can," "may," "anticipate," "plan," "intend," "believe," "expect," "target," "future" "commit," "advance," or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and the Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2023 under the heading "Risk Factors." The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Actual outcomes or results may differ from anticipated results, sometimes materially. Factors that could cause actual results to differ include, but are not limited to: the ultimate outcome of the acquisition of Lexmark; the satisfaction of the conditions to the closing of the proposed transaction in a timely manner; the ability of the combined company to achieve potential market share expansion; the ability of the combined company to achieve the identified synergies; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; the Company's ability to finance the proposed transaction with Lexmark; the Company's indebtedness, including the indebtedness the Company expects to incur and/or assume in

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Equity Purchase Agreement, dated December 22, 2024, by and among Xerox Corporation, the Seller and Lexmark 10.1 Irrevocable Undertaking, dated December 22, 2024, by and among Xerox Corporation and certain shareholders of Ninestar 10.2* + Commitment Letter, dated December 22, 2024, by and among Xerox Corporation and Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD., Regions Bank, Truist Bank and Citigroup Global Markets Inc. 10.3* Commitment Letter, dated December 22, 2024, by and among Xerox Holdings Corporation and DCS Finance, LLC and Christy 2017, LP 10.4* Commitment Letter, dated December 22, 2024, by and among Xerox Corporation, Jefferies Finance LLC and Jefferies LLC 99.1 Press Release, Dated December 23, 2024, issued by Xerox Holdings Corporation 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits to the Purchase Agreement and Commitment Letters have been omitted from this Current Report on Form 8-K and will be furnished to the Securities and Exchange Commission supplementally upon request. + Certain confidential information contained in this document has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Xerox Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. -5-

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries. XEROX HOLDINGS CORPORATION Date: December 22, 2024 By: /s/ Flor M. Coln Name: Flor M. Coln Title: Secretary XEROX CORPORATION Date: December 22, 2024 By: /s/ Flor M. Coln Name: Flor M. Coln Title: Secretary -6-

View Full Filing

View this 8-K filing on SEC EDGAR