Xerox has reached a support agreement with holders of about 31.1% of its 5.5% notes due 2028 to exchange those bonds for new, higher-coupon secured debt due 2030 and Xerox Holdings shares. The package also tightens restrictions on borrowing and equity issuance by certain entities within the companies, and includes a commitment by participating holders not to pursue claims related to a previously announced joint venture.
The exchange is expected to settle around Nov. 13, subject to the offer’s conditions. The changes to the term-loan agreement and existing secured-note indenture are set to take effect at settlement.
Key details
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Debt being exchanged: Participating holders have agreed to exchange approximately $174 million of Holdings’ 2028 notes, or about 31.1% of the issue.
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Consideration: For each $1,000 of 2028 notes exchanged, holders will receive $690 in principal amount of Xerox 10.25% first-lien secured notes due 2030, plus a total of 3,872,062 shares of Xerox Holdings common stock for the exchange. In limited circumstances, holders may receive an additional $60 in principal amount of the new notes instead of shares.
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Different debt terms: The new notes are secured and carry a 10.25% coupon, compared with 5.5% on the notes being exchanged. The new notes’ terms and collateral will generally match Xerox’s existing 10.25% first-lien notes due 2030.
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Restrictions on additional debt and equity: Amendments to Xerox’s term-loan agreement and the indenture for its existing first-lien notes will restrict the companies’ ability to allow certain entities to take on additional debt or issue equity. The term-loan amendment has been signed but will not become operative until the exchange settles.
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Holder commitments: Consenting holders must submit their exchange agreements by the Nov. 12 early deadline. Those who hold term loans have also agreed to support the term-loan amendment.
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Joint-venture-related claims: Once the exchange is completed, participating holders—and holders of the new notes by accepting them—agree not to bring or support actions against the companies and related parties arising from the joint venture announced in February 2026 and related transactions, subject to the agreement’s conditions.
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Share registration: Xerox Holdings has agreed to use commercially reasonable efforts to file a registration statement for resale of the shares issued in the exchange by the settlement date.
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Timing and termination rights: Settlement is expected on or about Nov. 13, the business day after the early exchange deadline. If early settlement has not occurred by Nov. 20, consenting holders meeting a specified threshold may terminate the support agreement; either side also has termination rights for certain material breaches and other specified events.
What changes for investors
The exchange would replace part of the 2028 maturity with a smaller face amount of new debt due in 2030, alongside an issuance of Holdings shares. The replacement debt carries a higher coupon but is secured and has a later maturity. The share issuance would dilute existing shareholders, while the new borrowing and equity restrictions would constrain certain entities’ financing flexibility.