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UPDATE 1: Xerox Files Exchange 8-K, Discloses TL Amendment to Limit Future IPCo Issuance, Permit Exchange
Thu Oct 29, 2026 08:52 AM ET: Xerox Holdings Corp. today disclosed in an 8-K filing details on its debt exchange transaction. The company entered into an exchange support agreement with certain creditors to exchange up to $173.679 million of its 5.5% senior notes due 2028 for new senior secured first lien notes and equity. The consenting noteholders hold about $174 million of the 2028 notes, representing about 31.1% of the $556.135 million outstanding aggregate principal amount.
Under the transaction terms, participating noteholders will receive $690 in principal amount of newly issued 10.250% senior secured first lien notes due 2030 issued by Xerox Corp. and accrued cash interest per $1,000 principal amount of 2028 notes. In addition, exchanging holders will receive either 25.316456 shares of Xerox Holdings common stock or, if restricted from holding equity, an additional $60 in principal amount of new 2030 first lien notes.
The exchange offer is scheduled to expire at 11:59 p.m. ET on Nov. 27, with an early exchange and withdrawal deadline set for 5 p.m. ET on Nov. 12. Settlement for holders participating by the early deadline is expected on or about Nov. 13, while late settlement will follow the final expiration.
The transaction is paired with proposed negative covenant amendments to Xerox Corp.’s first lien term loan credit agreement and existing 10.250% senior secured first lien notes due 2030 indenture to restrict debt and equity incurrences across certain entities, specifically IPCo and IPCo Holdings. Consenting term loan lenders have agreed to approve the credit agreement amendment, which will become operative on the exchange offer settlement date.
Consenting creditors have also agreed not to pursue legal action against Xerox Holdings, Xerox Corp., their subsidiaries or debt agents regarding the brand-licensing joint venture announced in February 2026. The exchange support agreement may be terminated by holders of at least 66.67% of the outstanding principal amount of 2028 notes held by all consenting holders, or by each individual consenting holder as to itself, if early settlement does not occur on or before Nov. 20, 2026.
The preceding intel was written with the assistance of AI.
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