Xerox Holdings Corporation Announces Closing of Convertible Notes Offering

Rhea-AI Summary

Xerox Holdings Corporation (XRX) closes $350 million offering of 3.75% Convertible Senior Notes due 2030, with plans to refinance existing debt and fund capped call transactions. The initial conversion price represents a 25% premium over the closing price of Xerox's common stock on NASDAQ.

Insights

Financial Analyst

An issuance of $350 million in 3.75% Convertible Senior Notes by Xerox represents a strategic move to refinance existing debt and potentially reduce future interest expenses. The notes' conversion feature, with an initial conversion rate representing a 25% premium over the current stock price, indicates a bullish stance by the company on its future stock performance. The decision to refinance the 2024 and 2025 Notes could be a response to the current interest rate environment, aiming to lock in lower rates before potential increases. The use of capped call transactions is a sophisticated financial strategy to manage dilution and cash payment obligations upon conversion, which could be seen as a proactive approach to maintain shareholder value.

Investors should note the redeemability feature starting in 2027, which provides Xerox with the flexibility to redeem the notes if the stock price appreciates significantly, thus limiting the duration of the debt. The choice of a private placement to qualified institutional buyers suggests confidence in institutional support but also limits liquidity for retail investors. Overall, the transaction reflects a proactive capital management strategy that could lead to a more favorable capital structure, potentially impacting the company's credit ratings and stock performance.

Legal Expert

The issuance of convertible notes and the related capped call transactions are subject to intricate securities regulations. The private placement under Rule 144A allows Xerox to raise capital from qualified institutional buyers without the extensive disclosures required for public offerings, expediting the process and reducing costs. However, it also means that the securities are restricted and generally cannot be sold to the public without registration or an appropriate exemption. The legal intricacies of such transactions require careful structuring to ensure compliance with the Securities Act of 1933 and to avoid potential legal pitfalls associated with securities offerings.

Investors should be aware that the lack of public registration means less public disclosure, which could impact the transparency and perceived risk of the investment. The legal framework surrounding these transactions is designed to protect investors while providing companies with the flexibility to manage their capital needs in a manner that aligns with their strategic objectives.

Market Research Analyst

From a market perspective, Xerox's issuance of convertible notes may reflect broader trends in corporate finance, where companies seek to balance equity and debt financing. The semi-annual interest payments are a standard feature, providing regular income to investors, while the conversion option offers potential upside in equity gains. The capped call transactions indicate that Xerox is hedging against excessive dilution, which could reassure investors about the company's commitment to managing its share price impact.

The transaction could signal to the market Xerox's confidence in its operational performance and growth prospects. However, the market's reception to this news will depend on the company's current leverage, interest coverage ratios and the perceived risk of the technology sector. The timing of the refinancing may also be influenced by market conditions, such as interest rate forecasts and credit market liquidity, which could affect the company's cost of capital and long-term financial strategy.

NORWALK, Conn.--(BUSINESS WIRE)-- Xerox Holdings Corporation (NASDAQ: XRX) (the “Company” or “Xerox”) announced today the closing of its $350,000,000 aggregate principal amount of 3.75% Convertible Senior Notes due 2030 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The Company also granted the initial purchasers of the Notes a 13-day option to purchase up to $50,000,000 aggregate principal amount of additional notes.

The Company intends to use the net proceeds from this offering to fund the cost of the capped call transactions described below, with any remaining net proceeds of the Notes, together with the net proceeds from the concurrent offering of 8.875% Senior Notes due 2029 of the Company, to be used to (i) refinance all of its outstanding 3.800% Senior Notes due 2024 (“2024 Notes”) and a portion of its 5.000% Senior Notes due 2025 (“2025 Notes”), (ii) repay, repurchase or redeem a portion of its other outstanding indebtedness, (iii) to pay related fees and expenses, and (iv) for general corporate purposes.

The Notes and the related guarantees are senior, unsecured obligations of the Company, and interest is payable semi-annually in arrears.

The Notes are convertible into cash, up to the aggregate principal amount of the Notes to be converted, and into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The initial conversion rate for the Notes is 47.9904 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $20.84 per share). The initial conversion price represents a premium of approximately 25% to the $16.67 per share closing price of Xerox’s common stock on NASDAQ on March 6, 2024.

The Notes also will be redeemable at the option of the Company on or after September 20, 2027, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The Notes will mature on March 15, 2030.

The Company also entered into privately negotiated capped call transactions with certain financial institutions, which include certain initial purchasers or their respective affiliates and/or other financial institutions or their respective affiliates (collectively, the “Counterparties”). The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions was approximately $28.34 per share, which represents a premium of 70% over the last reported sale price of Xerox’s common stock of $16.67 per share on March 6, 2024, and is subject to certain adjustments under the terms. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter into additional capped call transactions with the Counterparties.

The Notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Act. Neither the Notes, the related guarantees nor the shares of common stock issuable upon conversion of the Notes, if any, have been, nor will be, registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, the related guarantees or any other security, and shall not constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. In addition, this press release shall not constitute an offer to purchase or a solicitation of an offer to purchase the 2024 Notes or the 2025 Notes. Any tender offer will be made solely pursuant to an offer to purchase to the holders of the 2024 Notes and the 2025 Notes.

About Xerox Holdings Corporation (NASDAQ: XRX)

For more than 100 years, Xerox has continually redefined the workplace experience. Harnessing our leadership position in office and production print technology, we’ve expanded into software and services to sustainably power the hybrid workplace of today and tomorrow. Today, Xerox is continuing its legacy of innovation to deliver client-centric and digitally-driven technology solutions and meet the needs of today’s global, distributed workforce. From the office to industrial environments, our differentiated business and technology offerings and financial services are essential workplace technology solutions that drive success for our clients. At Xerox, we make work, work. Learn more at www.xerox.com and explore our commitment to diversity and inclusion.

Forward-Looking Statements

This release and other written or oral statements made from time to time by management contain “forward looking statements” as defined in the Private Securities Litigation Reform Act of 1995. 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. Such factors include but are not limited to: global macroeconomic conditions, including inflation, slower growth or recession, delays or disruptions in the global supply chain, higher interest rates, and wars and other conflicts, including the current conflict between Russia and Ukraine; our ability to succeed in a competitive environment, including by developing new products and service offerings and preserving our existing products and market share as well as repositioning our business in the face of customer preference, technological, and other change, such as evolving return-to-office and hybrid working trends; failure of our customers, vendors, and logistics partners to perform their contractual obligations to us; our ability to attract, train, and retain key personnel; execution risks around our Reinvention; the risk of breaches of our security systems due to cyber, malware, or other intentional attacks that could expose us to liability, litigation, regulatory action or damage our reputation; our ability to obtain adequate pricing for our products and services and to maintain and improve our cost structure; changes in economic and political conditions, trade protection measures, licensing requirements, and tax laws in the United States and in the foreign countries in which we do business; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and that civil or criminal penalties and administrative sanctions could be imposed on us if we fail to comply with the terms of such contracts and applicable law; interest rates, cost of borrowing, and access to credit markets; risks related to our indebtedness; the imposition of new or incremental trade protection measures such as tariffs and import or export restrictions; funding requirements associated with our employee pension and retiree health benefit plans; changes in foreign currency exchange rates; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives and anticorruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; laws, regulations, international agreements and other initiatives to limit greenhouse gas emissions or relating to climate change, as well as the physical effects of climate change; and other factors as set forth from time to time in the Company’s Securities and Exchange Commission filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Company intends these forward-looking statements to speak only as of the date of this release and does not undertake to update or revise them as more information becomes available, except as required by law.

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

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20240311394381/en/

Media Contact:

Justin Capella, Xerox, +1-203-258-6535, Justin.Capella@xerox.com



Investor Contact:

David Beckel, Xerox, +1-203-849-2318, David.Beckel@xerox.com

Source: Xerox Holdings Corporation

FAQ

What is the principal amount of the Convertible Senior Notes offered by Xerox?

Xerox closed a $350,000,000 aggregate principal amount of 3.75% Convertible Senior Notes due 2030.

What is the initial conversion rate for the Convertible Senior Notes?

The initial conversion rate for the Notes is 47.9904 shares of common stock per $1,000 principal amount of Notes.

What is the maturity date of the Convertible Senior Notes?

The Notes will mature on March 15, 2030.

What is the premium of the initial conversion price over the closing price of Xerox's common stock on NASDAQ?

The initial conversion price represents a premium of approximately 25% to the $16.67 per share closing price of Xerox’s common stock on NASDAQ on March 6, 2024.

What are the plans for the net proceeds from the offering of Convertible Senior Notes?

Xerox intends to use the net proceeds to fund capped call transactions, refinance outstanding debt, repay other indebtedness, pay related fees and expenses, and for general corporate purposes.