Xerox Holdings Corporation (NASDAQ: XRX) announced an exchange transaction on October 29, 2026, aimed at extending the maturity of a portion of its senior debt and reducing overall principal. The company entered into an exchange support agreement with an ad hoc group of first lien lenders and holders of its 5.500% Senior Notes due 2028.
Under the terms of the exchange offer, holders of approximately $174.0 million in aggregate principal amount of the 2028 Notes (representing about 31.1% of the outstanding notes) may exchange their holdings for a combination of newly issued debt and common stock. For every $1,000 principal amount of 2028 Notes exchanged, holders will receive $690.00 in aggregate principal amount of 10.250% Senior Secured First Lien Notes due 2030 and 3,872,062 shares of Xerox Holdings Corporation common stock. Alternatively, in limited circumstances, holders may receive an additional $60.00 principal amount of the new notes.
The newly issued notes are largely identical to the company’s existing first lien notes due October 2030 and will rank pari passu with existing debt. The transaction is expected to close on or about November 13, 2026, subject to customary conditions. Xerox estimates that the exchange will reduce overall debt principal by approximately $53 million and extend approximately $121 million of debt maturing in 2028 to 2030.
As part of the agreement, the lenders have agreed to consent to an amendment of the First Lien Term Loan Credit Agreement. This amendment adds a negative covenant limiting the company’s ability to permit certain entities to incur additional debt or issue additional equity. Additionally, the lenders have agreed to waive claims related to a joint venture announced in February 2026 upon the completion of the exchange.
Xerox appointed Lazard as its financial advisor and Simpson Thacher & Bartlett LLP as legal advisor. The ad hoc group of lenders was advised by Moelis & Company LLC and Gibson, Dunn & Crutcher LLP.
