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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): May 9, 2025
 
LOGO
 
 
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.)
401 Merritt 7
Norwalk, Connecticut
06851-1056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(203)-849-5216
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    Nasdaq Global Select Market
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).
 
Xerox Holdings Corporation
 
Xerox Corporation
Emerging growth company  ☐
 
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.
 
Xerox Holdings Corporation
 ☐
  
Xerox Corporation
 ☐
 
 
 

Item 1.01
Entry into a Material Definitive Agreement
On May 9, 2025 (the “Issue Date”), Xerox Corporation completed its previously announced private offering of $100,000,000 aggregate principal amount of 13.500% Senior Secured Second Lien Notes due 2031 (the “Additional Notes”) issued by Xerox Issuer Corporation, a wholly-owned subsidiary of Xerox Corporation (“Escrow Issuer”).
The Additional Notes have been issued as additional notes under the Indenture dated as of April 11, 2025 (the “Base Indenture”) entered into between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee and collateral agent, as supplemented by that certain first supplemental indenture, dated as of May 9, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), governing the Escrow Issuer’s $400,000,000 aggregate principal amount of 13.500% Senior Secured Second Lien Notes due 2031, issued on April 11, 2025 (the “Original Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes will be consolidated with and form a single series under the Indenture and will be treated as a single class together with the Original Notes for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Except with respect to the Additional Notes offered in reliance on Regulation S under the Securities Act of 1933, as amended, which will initially be issued bearing a temporary CUSIP and a temporary ISIN, the Additional Notes are expected to have the same CUSIPs and ISINs as, and are expected to be fungible with, the Original Notes immediately upon issuance.
Xerox Corporation intends to use the net proceeds from the offering of the Additional Notes to (i) fund a portion of the purchase price for the proposed acquisition (the “Lexmark Acquisition”) of all of the issued and outstanding equity securities of Lexmark International II, LLC (“Lexmark”), as previously announced on December 22, 2024 and the repayment of substantially all of Lexmark’s outstanding debt (together with accrued interest and any applicable expenses, fees or premiums) and (ii) pay fees and expenses in connection with the offering, the Lexmark Acquisition and the related transactions.
The Notes, including the Additional Notes, bear interest at a rate of 13.500% per annum, payable semi-annually in arrears on April 15 and October 15, beginning on October 15, 2025. Pending consummation of the Lexmark Acquisition, concurrently with the issuance of the Additional Notes, the gross proceeds of the Additional Notes will be deposited into an escrow account for the benefit of the holders of the Notes. In addition, on the Issue Date, Escrow Issuer deposited or caused to be deposited an amount equal to the difference between (x) $98,000,000 and (y) the gross proceeds of the Additional Notes, including accrued and unpaid interest, from and including, April 11, 2025 to, but excluding, the Issue Date into the escrow account. The release of such proceeds from the escrow account will occur on such date that certain escrow release conditions, including the consummation of the Lexmark Acquisition, have been satisfied. The escrow account is pledged on a first priority basis in favor of the trustee for the Notes for the benefit of holders of the Notes. If the Lexmark Acquisition is not consummated on or prior to December 22, 2025 (subject to extension) or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal to 98% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, from, and including, the most recent interest payment date, or April 11, 2025, if no interest has been paid, to, but excluding, the special mandatory redemption date.
Upon the consummation of the Lexmark Acquisition, subject to certain escrow release conditions, the escrowed proceeds will be released (the “Escrow Release”) from the escrow account and the Escrow Issuer will be merged with and into Xerox Corporation. Upon the Escrow Release, Xerox Corporation, Xerox Holdings Corporation (“Xerox”) and certain of Xerox’s domestic and foreign subsidiaries that guarantee the Xerox Corporation’s 10.250% Senior Secured First Lien Notes due 2030 will enter into one or more supplemental indentures to the Indenture to provide for the assumption by Xerox Corporation of the obligations of the Escrow Issuer as issuer of the Notes and for the guarantees of the Notes by Xerox and such subsidiaries (the “Assumption”). On the date of Escrow Release and upon consummation of the Assumption, the Notes, subject to certain exceptions and permitted liens, will be secured on a second-priority basis by security interests in substantially all of the assets of Xerox and such subsidiaries (the “Xerox Collateral”) that is Fixed Asset Collateral (as defined in the Indenture) and on a third-priority basis by the Xerox Collateral that is Current Asset Collateral (as defined in the Indenture).
Within 90 business days following the completion of the Lexmark Acquisition, subject to certain agreed security principles, the Notes will be jointly and severally guaranteed on a senior secured basis by Lexmark and certain of Lexmark’s subsidiaries that will become guarantors under Xerox Corporation’s first lien senior secured term loan credit facility (the “TLB Facility”).

Subject to certain exceptions and permitted liens, the Notes will be further secured by security interests in substantially all of the assets of Lexmark and certain of Lexmark’s subsidiaries that will secure the TLB Facility (the “Lexmark Collateral”) on a second-priority basis by the Lexmark Collateral that is Fixed Asset Collateral and on a third-priority basis by the Lexmark Collateral that is Current Asset Collateral.
At any time and from time to time prior to April 15, 2028, some or all of the Notes are redeemable for cash at a redemption price equal to 100% of their principal amount, plus the applicable “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on April 15, 2028, some or all of the Notes are redeemable at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to April 15, 2028, up to 40% of the aggregate principal amount of the Notes are redeemable with funds from one or more equity offerings at a redemption price equal to 113.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, prior to April 15, 2028, during each
12-month
period commencing with the issue date of the Notes, up to 10% of the aggregate principal amount of the Notes outstanding are redeemable at a redemption price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest.
Following the date of the Escrow Release, if Xerox Corporation experiences a Change of Control Triggering Event (as defined in the Indenture), Xerox Corporation will be required to offer to repurchase the Notes, at 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Indenture contains covenants that, following the date of the Escrow Release, among other things, limit the ability of Xerox, Xerox Corporation and Xerox Corporation’s restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, prepay, redeem or repurchase certain subordinated debt, issue certain preferred stock or similar equity securities, make loans and investments, sell or otherwise dispose of assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all assets.
The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in respect of the Notes, failure to pay certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy or insolvency.
The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, which is filed as Exhibits 4.1 hereto and is incorporated by reference herein.
 
Item 2.03
Creation of a Direct Financial Obligation or an
Obligation
under an
Off-Balance
Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
 
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
 
Exhibit 4.1    First Supplemental Indenture, dated as of May 9, 2025, by and among Xerox Issuer Corporation, as issuer and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.
 
Dated: May 9, 2025
   
XEROX HOLDINGS CORPORATION
   
By:
  /s/ Flor M. Colón
   
Name: Flor M. Colón
   
Title: Secretary
Dated: May 9, 2025
   
XEROX CORPORATION
   
By:
  /s/ Flor M. Colón
   
Name: Flor M. Colón
   
Title: Secretary
EX-4.1 2 d830289dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

Execution Version

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 9, 2025, by and between Xerox Issuer Corporation, a corporation organized under the laws of the State of New York (the “Escrow Issuer”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H

WHEREAS, the Escrow Issuer, the Trustee and the Collateral Agent have heretofore executed and delivered an Indenture, dated as of April 11, 2025 (the “Base Indenture”, and together with this First Supplemental Indenture and as amended, supplemented or otherwise modified from time to time, the “Indenture”), relating to the issuance by the Escrow Issuer of 13.500% Senior Secured Second Lien Notes due 2031;

WHEREAS, pursuant to and on the date of the Base Indenture, the Escrow Issuer initially issued $400,000,000 aggregate principal amount of its 13.500% Senior Secured Second Lien Notes due 2031 (the “Initial Notes”);

WHEREAS, Section 301 of the Base Indenture provides that Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Escrow Issuer (subject to the Escrow Issuer’s compliance with Section 407 of the Base Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and, except as set forth therein, shall have the same terms as to status, redemption or otherwise as the Initial Notes;

WHEREAS, the Escrow Issuer desires to execute and deliver this First Supplemental Indenture for the purpose of (i) issuing an additional $100,000,000 aggregate principal amount of 13.500% Senior Secured Second Lien Notes due 2031, having terms substantially identical in all material respects to the Initial Notes (the “Additional 2L Notes” and, collectively with the Initial Notes, the “Notes”) and (ii) in connection with the issuance of the Additional 2L Notes, to make certain other amendments to the Base Indenture for the benefit of the Holders;

WHEREAS, Section 901(9) of the Base Indenture provides that the Escrow Issuer, the Trustee and the Collateral Agent may supplement the Base Indenture without the consent of any Holder to provide for or confirm the issuance of Additional Notes in compliance with the terms of the Base Indenture;

WHEREAS, Section 901(11) of the Base Indenture provides that the Escrow Issuer, the Trustee and the Collateral Agent may supplement the Base Indenture without the consent of any Holder to make any change that does not materially adversely affect the rights of any Holder; and

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture.

2. Additional 2L Notes. (a) As of the date hereof, the Escrow Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional 2L Notes in an aggregate principal amount of $100,000,000, which constitute Additional Notes under the Base Indenture, having terms substantially identical in all material respects to the Initial Notes, except that the issue price will be 95.000%, plus accrued and unpaid interest from April 11, 2025 to, but excluding, May 9, 2025. Interest on the Additional 2L Notes shall accrue from April 11, 2025 and the first interest payment date shall be October 15, 2025. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture.


(b) Within 45 days following the expiration of Restricted Period for the Additional 2L Notes, the Escrow Issuer shall cause the beneficial interests in the Additional 2L Notes in the form of the Regulation S Temporary Global Note (CUSIP number U9840R AB8 and ISIN USU9840RAB88) to be exchanged for beneficial interests in the form of a Regulation S Permanent Global Note (CUSIP number U9840R AA0 and ISIN USU9840RAA06) pursuant to the applicable procedures of the Depositary. In connection with such exchange, the Escrow Issuer shall deliver to the Trustee an Officer’s Certificate and instruction to decrease the principal amount of, and cancel, the Regulation S Temporary Global Note and increase the principal amount of the Regulation S Permanent Global Note in a like amount and the Trustee shall take such actions without receipt of an Opinion of Counsel.

 

  3.

Amendments to the Base Indenture.

 

  (a)

The definition of “Equity Commitment Letter” in Section 101 of the Base Indenture is hereby amended and restated as follows:

“Equity Commitment Letter” means the Amended and Restated Escrow Commitment Letter delivered to the Escrow Issuer by the Issuer on May 9, 2025, for the benefit of the Trustee, the Escrow Agent and the Holders of the Notes.

 

  (b)

The definition of “Escrow Agreement” in Section 101 of the Base Indenture is hereby amended and restated as follows:

“Escrow Agreement” means the Amended and Restated Escrow Agreement, dated as of May 9, 2025, by and among the Escrow Issuer, the Trustee, and the Escrow Agent.

 

  (c)

The following definitions are hereby added to Section 101 of the Base Indenture:

“Additional 2L Notes” means the $100 million aggregate principal amount of 13.500% Senior Secured Second Lien Notes due 2031 issued on the Additional Notes Issue Date.

“Additional Notes Issue Date” means May 9, 2025.

“Initial Escrow Agreement” means the Escrow Agreement, dated as of April 11, 2025, by and among the Escrow Issuer, the Trustee, and the Escrow Agent.

 

  (d)

Section 419(a) of the Base Indenture is hereby amended and restated as follows:

(a) On the date of this Indenture, the Escrow Issuer shall enter into the Initial Escrow Agreement with the Trustee and the Escrow Agent, pursuant to which the Escrow Issuer shall deposit or cause to be deposited the gross proceeds of the offering of the Initial Notes, into a segregated non-interest bearing account insured by the Federal Deposit Insurance Corporation to the applicable limits (the “Escrow Account”). The initial funds deposited in the Escrow Account, and all other funds, securities, interest, dividends, distributions and other property and payments credited to the Escrow Account (less any property and/or funds paid in accordance with the Escrow Agreement), are referred to, collectively, as the “escrowed proceeds.” On Additional Notes Issue Date, the Escrow Issuer shall enter into the Escrow Agreement and deposit or cause to be deposited the gross proceeds of the offering of the Additional 2L Notes and additional funds in an amount equal to the difference between (x) $98,000,000 and (y) the gross proceeds of any Additional Notes (including accrued and unpaid interest, from and including, April 11, 2025 to, but excluding, the Additional Notes Issue Date), into the Escrow Account.

 

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  (e)

Section 419(g) of the Base Indenture is hereby amended and restated as follows:

(g) Notwithstanding anything to the contrary herein  if at any time escrowed proceeds in the Escrow Account have an aggregate value in excess of the Special Mandatory Redemption Price assuming a latest possible Special Mandatory Redemption Date, upon written instruction of the Escrow Issuer to the Escrow Agent, such excess cash shall be released to the Escrow Issuer or to another Person as Escrow Issuer may direct in writing in accordance with the terms of the Escrow Agreement .

4. Necessary Actions. The Escrow Issuer hereby represents and warrants that all actions necessary to give effect to this First Supplemental Indenture have been taken.

5. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE AND THE ADDITIONAL NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COLLATERAL AGENT, THE ESCROW ISSUER, ANY OTHER OBLIGOR IN RESPECT OF THE ADDITIONAL NOTES AND (BY THEIR ACCEPTANCE OF THE ADDITIONAL NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE OR THE ADDITIONAL NOTES.

6. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this First Supplemental Indenture electronically in portable document format (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or in any other format will be effective as delivery of a manually executed counterpart. Notwithstanding anything in this First Supplemental Indenture to the contrary, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English). The Escrow Issuer agrees to assume all risks arising out of the use of using electronic signatures and electronic methods to submit communications to the Trustee and the Collateral Agent, including without limitation the risk of Trustee or the Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

7. Effect of Headings. The Section headings herein are for convenience only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

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8. The Trustee and the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Escrow Issuer. Neither the Trustee nor the Collateral Agent shall be accountable for the use or application by the Escrow Issuer of the Notes or any Additional Notes or the proceeds thereof. Neither the Trustee nor the Collateral Agent makes any representations as to the validity or sufficiency of this First Supplemental Indenture, except that each of the Trustee and the Collateral Agent represent that it is duly authorized to execute and deliver this Second Supplemental Indenture and perform its obligations hereunder. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or the Collateral Agent by reason of this First Supplemental Indenture. In acting hereunder and with respect to the Notes, all of the rights, privileges, protections, indemnities, immunities and benefits afforded to the Trustee and the Collateral Agent under the Indenture, including, without limitation, its right to be indemnified, are deemed to be incorporated herein, and shall be enforceable by the Trustee or the Collateral Agent hereunder, in each of their respective capacities hereunder as if set forth herein in full.

9. Continued Effect. Except as expressly supplemented and amended by this First Supplemental Indenture, the Base Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture is in all respects hereby ratified and confirmed. This First Supplemental Indenture and all the terms and conditions of this First Supplemental Indenture, with respect to the Notes, shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

[The remainder of this page is intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first written above.

 

XEROX ISSUER CORPORATION
By:   /s/ John Bruno
Name:   John Bruno
Title:   President

 

[Signature Page to First Supplemental Indenture]


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee and as Collateral Agent
By:   /s/ Laurel Casasanta
  Name: Laurel Casasanta
  Title:  Vice President

 

[Signature Page to First Supplemental Indenture]