Xerox Holdings Corp false 0001770450 0001770450 2020-03-31 2020-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 31, 2020

XEROX HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

New York		001-39013		83-3933743
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 4505, 201 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 968-3000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Xerox Holdings Corporation Common Stock, $1.00 par value		XRX		New York Stock Exchange

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 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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.  ☐

Item 1.02.

Termination of a Material Definitive Agreement.

As previously disclosed, on February 26, 2020, Xerox Holdings Corporation (“Xerox”) entered into an amended and restated commitment letter (the “A&R Commitment Letter”), with Bank of America, N.A., Citigroup Global Markets Inc., Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, PNC Capital Markets LLC, Credit Agricole Corporate and Investment Bank, Truist Bank and SunTrust Robinson Humphrey, Inc. (collectively, the “Commitment Parties”) to provide bridge financing in connection with Xerox’s proposed acquisition of HP Inc. (“HP”).

On March 31, 2020, following the withdrawal of its tender offer to acquire HP, Xerox provided notice to the Commitment Parties of its immediate termination of the A&R Commitment Letter. No termination penalties are associated with the termination of the A&R Commitment Letter.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for the undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.

Date: April 3, 2020