On March 6, Xerox Holdings Corporation announced the pricing, in concurrent offerings, of an issuance of $350,000,000 aggregate principal amount of 3.75% Convertible Senior Notes due 2030 and an issuance of $500,000,000 aggregate principal amount of 8.875% Senior Notes due 2029, in each case to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. Willkie represented Xerox as issuer.

Concurrent with the announcement of the offerings, Xerox announced a tender offer for all of its outstanding 3.800% Senior Notes due 2024 and a portion of its 5.000% Senior Notes due 2025. In connection with the convertible notes offering, Willkie also represented Xerox in connection with privately negotiated capped call transactions with certain financial institutions.

Xerox intends to use the net proceeds of the offerings (i) to refinance all of its outstanding 3.800% Senior Notes due 2024 and a portion of its 5.000% Senior Notes due 2025, (ii) to repay, repurchase or redeem a portion of its other outstanding indebtedness, (iii) to pay related fees and expenses (including the cost of capped call transactions entered into in connection with the convertible notes offering) and (iv) for general corporate purposes.

Xerox is a leader in office and production print technology. Xerox continues its legacy of innovation to deliver client-centric and digitally driven technology solutions and meet the needs of today’s global, distributed workforce.

The Willkie team consisted of partners Russell Leaf, Sean Ewen, Cristopher Greer, Joshua Deason, Jason Pearl, Andrew Marmer, Alessandro Turina and Russell Pinilis, counsel Conrad Bahlke, associates Theodore Witt, Loren Flath, Shay Moyal and Benjamin Hubeny, and law clerks Melissa Abi Jaoude and Tiffany Kim.