M&A - XEROX CORP

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525116939

Filing Summary: On May 9, 2025, Xerox Corporation completed a private offering of $100 million of 13.500% Senior Secured Second Lien Notes due 2031 to fund a portion of the purchase price for the acquisition of Lexmark International II, LLC, along with the repayment of Lexmark's outstanding debt. The Additional Notes will be consolidated with Original Notes issued earlier and will bear the same CUSIPs and ISINs. Proceeds will be held in escrow until the Lexmark Acquisition is consummated, expected on or before December 22, 2025. If the acquisition fails to close by this date, the Notes will be subject to a mandatory redemption. The offering is subject to numerous covenants and events of default and includes an escrow release provision upon the successful completion of the acquisition. Additionally, the Indenture outlines restrictions on future debt, dividends, and asset disposals after the escrow release.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525114424

Filing Summary: On May 6, 2025, Xerox Corporation announced the pricing of a $100,000,000 offering of additional Senior Secured Second Lien Notes due 2031. The additional notes are part of the financing for Xerox's proposed acquisition of Lexmark International II, LLC, which was initially announced on December 22, 2024. The notes are expected to be issued on May 9, 2025, subject to customary closing conditions, and will be consolidated with previously issued notes under the same Indenture. Xerox intends to use the proceeds from this offering for the acquisition and repayment of Lexmark's existing debt. Preliminary financial information from Lexmark for Q1 2025 reveals revenue of approximately $511 million and net income of $2 million. Additionally, there are ongoing discussions regarding a commitment letter related to the purchase of senior unsecured notes and potential legal considerations surrounding said commitment.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525079163

Filing Summary: On April 11, 2025, Xerox Corporation and its wholly-owned subsidiary, Xerox Issuer Corporation, completed a private offering of $400 million in Senior Secured First Lien Notes and $400 million in Senior Secured Second Lien Notes. The proceeds will be utilized to redeem existing Senior Notes due in 2025, with $90 million redeemed immediately. The Second Lien Notes aim to fund a portion of the acquisition of Lexmark International II, LLC, including its outstanding debt. These notes feature specific terms and conditions such as interest rates of 10.250% and 13.500% respectively, and they are governed by respective indentures. There are contingencies regarding the acquisition of Lexmark, including potential mandatory redemptions if the acquisition does not close by December 2025. These actions are part of Xerox's strategy to manage its capital structure and support its operations.

Form Type: 10-K

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000177045025000010

Filing Summary: Xerox Corporation announced significant strategic developments in their annual report for the fiscal year ending December 31, 2024. The company focused primarily on their recent acquisition of ITsavvy Acquisition Company, Inc. aimed at enhancing their service offerings in the IT domain. It was noted that this acquisition is part of a broader strategy to reposition Xerox within the technology services landscape, particularly catering to business process automation and cloud services. The report included an analysis of operational performance metrics, demonstrating growth in key segments, and provided financial forecasts related to the integration of ITsavvy's capabilities into Xerox's existing operations. Financial results indicated increased revenues driven by both organic growth and acquisitions, underscoring Xerox's commitment to leveraging strategic partnerships for enhanced market presence. Additionally, there were mentions of ongoing restructuring efforts to optimize costs and improve operational efficiency across their business segments, contributing to future profitability objectives.

Form Type: 8-K/A

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000177045025000006

Filing Summary: Xerox Corporation completed its acquisition of ITsavvy Acquisition Company, Inc. on November 20, 2024, as per the previously announced terms in the Securities Purchase Agreement. The total consideration for the acquisition was approximately $405 million, adjusted for customary working capital and other terms outlined in the Purchase Agreement. This Form 8-K/A serves to amend and supplement the original 8-K filed to incorporate the required financial statements related to this acquisition. Attached are the audited consolidated financial statements of ITsavvy for the year ending December 31, 2023, and the unaudited condensed financial statements for the nine months ending September 30, 2024. Pro forma financial information is also provided, highlighting the financial impact of this acquisition on Xerox's financials.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000119312524283670

Filing Summary: On December 22, 2024, Xerox Corporation entered into an Equity Purchase Agreement to acquire Lexmark International II, LLC for $1.5 billion. This acquisition includes Lexmark's equity securities along with assumed liabilities, subject to customary adjustments. Certain conditions must be met for the transaction to close, including antitrust approvals and shareholder consent from Ninestar Corporation, which owns 32.12% of Lexmark's shares. Xerox has secured financing commitments totaling approximately $356.7 million and other financing arrangements to fund the acquisition. The transaction is anticipated to close in the second half of 2025. Additionally, a Voting Agreement has been established with Ninestar shareholders to support the acquisition. The agreement outlines specific voting obligations against alternative proposals and provides for reimbursement of expenses under certain termination scenarios.