UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 17, 2023

 

 

XEROX HOLDINGS CORPORATION

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

201 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

On November 17, 2023 (the “”), Xerox Corporation (“”), as borrower, its parent company, Xerox Holdings Corporation (the “”), and certain subsidiaries of Xerox entered into a first lien term loan credit agreement (the “”) with Jefferies Finance LLC, as administrative agent and collateral agent (the “”) and the lenders party thereto (the “”), providing for a first lien senior secured term loan credit facility (the “”) of $550.0 million to be extended to Xerox on the Closing Date (the “”). The proceeds of the Loans will be used to repay in full all outstanding bridge loans extended to Xerox under its bridge credit agreement, dated as of September 28, 2023, entered into with, among others, Jefferies Finance LLC, as administrative agent, and the lenders party thereto.

Xerox’s obligations under the TLB are supported by, (i) on the Closing Date, guarantees from the Company and certain of Xerox’s U.S., Canadian and English subsidiaries, and security interests in substantially all of the assets of Xerox, the Company, and such U.S., Canadian and English subsidiaries (subject to certain exceptions and limitations set forth in the Credit Agreement), and (ii) within a specified period following the Closing Date, guarantees from certain of Xerox’s German and Belgium subsidiaries, and security interests in the finance lease receivables of such Canadian and English subsidiaries (collectively, the “”).

Liens in favor of the Lenders under the TLB are subject to an intercreditor agreement entered into on the Closing Date with the administrative agent and collateral agent under Xerox’s existing ABL Credit Agreement, dated as of May 22, 2023.

At Xerox’s election, the Loans will bear interest at a per annum rate of either (1) a fluctuating rate equal to the highest of (A) a rate of 0.5% in excess of the “NYFRB” rate, (B) the “prime rate” and (C) a rate of 1.0% in excess of Term SOFR, plus an applicable margin of 3.00%, or (2) Term SOFR for a three- or interest period or (as agreed to by the Agent and the Lenders) such other period, as selected by the Company (provided that such rate shall not be less than 0.50%), plus an applicable margin of 4.00%.

The Loans are repayable in full at maturity on November 17, 2029 and amortize at a rate of 5% per annum in years one and two, 7.5% per annum in year three and 10% per annum thereafter. If the Loans are voluntarily prepaid in connection with a repricing transaction within six months of the Closing Date, a prepayment premium of 1% will apply.

If an event of default occurs under the TLB, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.

The TLB also contains customary excess cash flow and asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends, investments, indebtedness, and other matters that are customary for similar term loan B facilities.

The foregoing description of the TLB does not purport to be complete and is qualified in its entirety by reference to the complete text of the underlying agreement, which is filed as Exhibit 10.1 to this Current Report on Form and incorporated herein by reference.

 

The information set forth in Item 1.01 of this Current Report on Form is incorporated herein by reference.

(d) Exhibits.

 

 

SIGNATURE

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 hereunto duly authorized.