Xerox Holdings Corporation — Form 8-K Summary
Business Context and Reporting Period
Filed August 24, 2020, by Xerox Holdings Corporation and Xerox Corporation under Item 8.01, Other Events. The filing reports a debt offering completed on August 24, 2020; it does not cover a financial reporting period or provide operating results.
Financing and Key Financial Metrics
- Xerox Holdings issued an additional $200 million aggregate principal amount of 5.000% senior notes due 2025.
- Xerox Holdings issued an additional $200 million aggregate principal amount of 5.500% senior notes due 2028.
- Net proceeds were approximately $405 million after fees and expenses.
- The notes are initially fully and unconditionally guaranteed by Xerox Corporation and may receive guarantees from additional subsidiaries under specified circumstances.
- No revenue, profit, cash flow, margin, debt-balance, or liquidity metrics beyond the offering proceeds were provided.
Material Changes and Use of Proceeds
The additional notes are fungible with the corresponding notes issued on August 6, 2020, except for their issue dates and issue prices. Xerox intends to use the net proceeds to repurchase, redeem, repay, or otherwise retire a portion of Xerox Corporation’s 4.500% senior notes due 2021 on or before December 31, 2020.
Outlook, Risks, and Unusual Items
- The transaction increases gross debt through the issuance of $400 million of additional senior notes and is intended to refinance or retire nearer-term debt.
- The filing does not state the amount of 2021 notes to be retired, the applicable redemption or repayment terms, or the resulting change in interest expense or maturity profile.
- The additional notes were not registered under the Securities Act and were resold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
Investor Verification Items
- Confirm the final amount and timing of the 2021 notes repurchased, redeemed, repaid, or retired.
- Review the note indentures for covenants, guarantees, redemption provisions, and subsidiary-guarantee conditions.
- Assess the effect of the refinancing on total debt, interest expense, liquidity, and near-term maturities.
- Verify the issue prices, fees, and any premium or discount associated with the additional notes.