Form 8-K
false00017704500001770450 0001770450 2020-08-17 2020-08-17 0001770450 xrx:XeroxCorporationMember 2020-08-17 2020-08-17
 
 
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): August 17, 2020
 
 
 
 
XEROX HOLDINGS CORPORATION
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
New York
 
001-39013
 
83-3933743
New York
 
001-04471
 
16-0468020
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
New York New York
(State or other jurisdiction of incorporation)
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 par value
 
XRX
 
New York Stock Exchange
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
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 8.01.
Other Events.
On August 17, 2020, Xerox Holdings Corporation issued (i) a press release announcing the commencement of an
add-on
offering of additional 5.000% senior notes due 2025 and additional 5.500% senior notes due 2028, and (ii) a press release announcing the pricing of the
add-on
offering of additional 5.000% senior notes due 2025 and additional 5.500% senior notes due 2028. These press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form
8-K
and filed pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended.
 
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
No.
  
Description
99.1    Press release dated August 17, 2020 announcing the add-on offering of senior notes
99.2    Press release dated August 17, 2020 announcing the pricing of the add-on offering of senior notes
 104    Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

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: August 17, 2020     By:  
/s/ Douglas H. Marshall
    Name:   Douglas H. Marshall
    Title:   Secretary
 
    XEROX CORPORATION
Date: August 17, 2020     By:  
/s/ Douglas H. Marshall
    Name:   Douglas H. Marshall
    Title:   Secretary
EX-99.1

Exhibit 99.1

 

News from Xerox Holdings Corporation      LOGO  
    

 

Xerox Holdings Corporation

201 Merritt 7

Norwalk, CT 06851-1056

 

tel     +1-203-968-3000

 

 

 

 

 

Xerox Holdings Corporation Announces Proposed Add-on Offering of Senior Notes

NORWALK, Conn., Aug. 17, 2020 – Xerox Holdings Corporation (NYSE: XRX) announced today that it intends to commence an add-on offering of its 5.000% senior notes due 2025 (the “additional 2025 notes”) and its 5.500% senior notes due 2028 (the “additional 2028 notes” and, together with the additional 2025 notes, the “additional notes”), subject to market and other conditions.

The additional 2025 notes will be issued under the existing indenture pursuant to which Xerox previously issued $550 million aggregate principal amount of its 5.000% senior notes due 2025, all of which remain outstanding. The additional 2028 notes will be issued under the existing indenture pursuant to which Xerox previously issued $550 million aggregate principal amount of its 5.500% senior notes due 2028, all of which remain outstanding. The additional notes will be fully and unconditionally guaranteed by Xerox Corporation.

Xerox intends to use the net proceeds from the offering of the additional notes to repurchase, redeem, repay or otherwise retire a portion of the 4.500% senior notes due 2021 of Xerox Corporation on or prior to December 31, 2020.

The additional notes and the related guarantees are being offered and sold to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933 (as amended, the “Securities Act”) and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The additional notes and the related guarantees have not been registered for sale under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the additional notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.


About Xerox

Xerox Holdings Corporation makes every day work better. We are a workplace technology company building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and physical platforms, Xerox delivers a seamless, secure and sustainable experience. Whether inventing the copier, Ethernet, the laser printer or more, Xerox has long defined the modern work experience. Learn how that innovation continues at xerox.com.

Forward-Looking Statements

This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 relating to Xerox’s intention to offer and sell, and apply the net proceeds from the offer and sale of, the additional notes. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, “targeting”, “projecting”, “driving” and similar expressions, as they relate to us, our performance and/or our technology, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Factors that could cause actual results to materially differ include the Company’s failure to complete the offering, as a result of market conditions or otherwise, as well as the other risks and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of Xerox Holdings Corporation’s and Xerox Corporation’s 2019 Annual Report on Form 10-K, as well as in Xerox Holdings Corporation’s and Xerox Corporation’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

These forward-looking statements speak only as of the date of this release or as of the date to which they refer, and Xerox assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

-XXX-

Media Contact:

Caroline Gransee-Linsey, Xerox, +1-203-849-2359, Caroline.Gransee-Linsey@xerox.com

Investor Contact:

Ann Pettrone, Xerox, +1-203-849-2590, Ann.Pettrone@xerox.com

Note: To receive RSS news feeds, visit https://www.news.xerox.com. For open commentary, industry perspectives and views, visit http://twitter.com/xerox, http://www.facebook.com/XeroxCorp, https://www.instagram.com/xerox/, http://www.linkedin.com/company/xerox, http://www.youtube.com/XeroxCorp.

Xerox® is a trademark of Xerox Corporation in the United States and/or other countries.

EX-99.2

Exhibit 99.2

 

News from Xerox Holdings Corporation    LOGO
     

Xerox Holdings Corporation

201 Merritt 7

      Norwalk, CT 06851-1056
      tel +1-203-968-3000

Xerox Holdings Corporation Announces Pricing of Add-on Offering of $400 million of Senior Notes

NORWALK, Conn., Aug. 17, 2020 – Xerox Holdings Corporation (NYSE: XRX) announced today that it has priced its previously announced add-on offering of an additional $200 million aggregate principal amount of its 5.000% senior notes due 2025 (the “additional 2025 notes”) and $200 million aggregate principal amount of its 5.500% senior notes due 2028 (the “additional 2028 notes” and, together with the additional 2025 notes, the “additional notes”). The additional 2025 notes will be issued at an offering price of 100.75% of their face amount (plus accrued interest from August 6, 2020), and the additional 2028 notes will be issued at an offering price of 102.50% of their face amount (plus accrued interest from August 6, 2020). The offering is expected to close on August 24, 2020, subject to customary closing conditions.

The additional 2025 notes will be issued under the existing indenture pursuant to which Xerox previously issued $550 million aggregate principal amount of its 5.000% senior notes due 2025, all of which remain outstanding. The additional 2028 notes will be issued under the existing indenture pursuant to which Xerox previously issued $550 million aggregate principal amount of its 5.500% senior notes due 2028, all of which remain outstanding. The additional notes will be fully and unconditionally guaranteed by Xerox Corporation.

Xerox intends to use the net proceeds from the offering of the additional notes to repurchase, redeem, repay or otherwise retire a portion of the 4.500% senior notes due 2021 of Xerox Corporation on or prior to December 31, 2020.

The additional notes and the related guarantees are being offered and sold to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933 (as amended, the “Securities Act”) and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The additional notes and the related guarantees have not been registered for sale under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the additional notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.


About Xerox

Xerox Holdings Corporation makes every day work better. We are a workplace technology company building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and physical platforms, Xerox delivers a seamless, secure and sustainable experience. Whether inventing the copier, Ethernet, the laser printer or more, Xerox has long defined the modern work experience. Learn how that innovation continues at xerox.com.

Forward-Looking Statements

This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 relating to Xerox’s intention to offer and sell, and apply the net proceeds from the offer and sale of, the additional notes. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, “targeting”, “projecting”, “driving” and similar expressions, as they relate to us, our performance and/or our technology, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Factors that could cause actual results to materially differ include the Company’s failure to complete the offering, as a result of market conditions or otherwise, as well as the other risks and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of Xerox Holdings Corporation’s and Xerox Corporation’s 2019 Annual Report on Form 10-K, as well as in Xerox Holdings Corporation’s and Xerox Corporation’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

These forward-looking statements speak only as of the date of this release or as of the date to which they refer, and Xerox assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

-XXX-

Media Contact:

Caroline Gransee-Linsey, Xerox, +1-203-849-2359, Caroline.Gransee-Linsey@xerox.com

Investor Contact:

Ann Pettrone, Xerox, +1-203-849-2590, Ann.Pettrone@xerox.com

Note: To receive RSS news feeds, visit https://www.news.xerox.com. For open commentary, industry perspectives and views, visit http://twitter.com/xerox, http://www.facebook.com/XeroxCorp, https://www.instagram.com/xerox/, http://www.linkedin.com/company/xerox, http://www.youtube.com/XeroxCorp.

Xerox® is a trademark of Xerox Corporation in the United States and/or other countries.