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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)) |
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| 99.1 | Press release dated August 4, 2020 announcing the pricing of the senior notes offering | |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) | |
| Date: August 4 , 2020 |
XEROX HOLDINGS CORPORATION | |||||
| By: | /s/ Douglas H. Marshall | |||||
| Name: | Douglas H. Marshall | |||||
| Title: | Secretary | |||||
| Date: August 4 , 2020 |
XEROX CORPORATION | |||||
| By: | /s/ Douglas H. Marshall | |||||
| Name: | Douglas H. Marshall | |||||
| Title: | Secretary | |||||
Exhibit 99.1
| News from Xerox Holdings Corporation |
|
Xerox Holdings Corporation
201 Merritt 7
Norwalk, CT 06851-1056
tel +1-203-968-3000
Xerox Holdings Corporation Announces Pricing of Senior Notes Offering
NORWALK, Conn., Aug. 4, 2020 – Xerox Holdings Corporation (NYSE: XRX) announced today that it has priced an offering of $550 million aggregate principal amount of 5.000% senior notes due 2025 and $550 million aggregate principal amount of 5.500% senior notes due 2028. The notes were priced at par. The offering is expected to close on August 6, 2020, subject to customary closing conditions. The notes will be fully and unconditionally guaranteed by Xerox Corporation.
Xerox intends to use the net proceeds from this offering to repay at maturity $362 million aggregate principal amount of 3.500% senior notes due 2020 of Xerox Corporation and $376 million aggregate principal amount of 2.750% senior notes due 2020 of Xerox Corporation, and Xerox intends to use the balance of net proceeds primarily to repay the 4.500% senior notes due 2021 of Xerox Corporation at or prior to maturity.
The 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 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 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 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.
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Media Contact:
Anne Marie Squeo, Xerox, +1-203-849-2374, AnneMarie.Squeo@xerox.com
Investor Contact:
Ann Pettrone, Xerox, +1-203-849-2590, Ann.Pettrone@xerox.com
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