Norwalk, Conn. – October 30, 2026 -- Xerox Holdings Corporation (NASDAQ: XRX) has launched an exchange transaction covering about $174 million of its senior notes due 2028, which will cut total debt principal by roughly $53 million and push $121 million of maturities out to 2030.
Exchange covers more than 30% of outstanding 2028 Notes
The deal addresses more than 30% of the 2028 Notes still outstanding, following open market purchases earlier this year. CFO Chuck Butler said the company is moving to "proactively address our upcoming maturities" while preserving liquidity to support the business.
Ad hoc first lien group anchors the transaction
An ad hoc group of first lien lenders anchors the exchange. Holders of the 2028 Notes will receive newly issued first lien senior secured notes due October 2030 from Xerox Corporation, plus Xerox common stock.
For each $1,000 principal amount tendered, participants get $690 principal amount of New First Lien Notes and $60 in value of Xerox common stock. The stock is priced at a discount to the pre-announcement VWAP. In certain limited circumstances, holders receive additional New First Lien Notes instead of stock.
New notes rank equally with existing first lien debt
The New First Lien Notes will be largely identical to Xerox's existing first lien notes due October 2030. They will rank pari passu with the company's existing first lien debt.
The exchange is cashless apart from transaction expenses, and Xerox expects cash interest to stay approximately neutral. Closing is expected on or about November 13, 2026, subject to certain limited conditions.
Four advisory firms handle the restructuring
Lazard is financial advisor to Xerox, with Simpson Thacher & Bartlett LLP as legal advisor. Moelis & Company LLC advises the ad hoc group of first lien lenders as financial advisor, with Gibson, Dunn & Crutcher LLP as legal advisor.
Butler said Xerox appreciates the "constructive partnership" with its largest lenders and remains focused on strengthening its balance sheet and reducing leverage.