Xerox Holdings Corporation and Xerox Corporation filed an 8-K on October 29, 2026, disclosing entry into an Exchange Support Agreement with certain holders of 5.500% Senior Notes due 2028 to exchange approximately $174.0 million in principal for new first-lien notes and common stock.

Key Highlights

  • Exchange scope: Approximately $174.0 million aggregate principal amount of 5.500% Senior Notes due 2028, representing approximately 31.1% of the outstanding aggregate principal amount, is targeted in the Exchange Offer.
  • Exchange consideration: Per $1,000 principal amount exchanged, holders receive $690.00 aggregate principal amount of 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030 and 3,872,062 shares of common stock (par value $1.00 per share), or in limited circumstances an additional $60.00 principal amount of the new notes.
  • Early Exchange Deadline: Consenting Holders agreed to deliver exchange agreements by November 12, 2026.
  • Expected Settlement Date: On or about November 13, 2026, the business day following the Early Exchange Deadline.
  • Termination trigger: The Exchange Support Agreement may be terminated if early settlement is not consummated on or before November 20, 2026, among other circumstances.
  • Additional amendments: The filing discloses a concurrent Term Loan Credit Agreement Amendment and a Supplemental Indenture adding a negative covenant limiting the companies' ability to permit certain entities to incur additional debt or issue additional equity.
  • Release of claims: Effective upon consummation of the Exchange Offer, each Consenting Holder agreed not to institute, pursue, or support any action arising out of the joint venture previously announced in February 2026 and related transactions.

Xerox's 2028 Note Exchange Offer: Terms, Amendments, and Timeline

According to the filing, on October 29, 2026, Xerox Corporation, Xerox Holdings Corporation (NASDAQ:XRX), the subsidiary guarantors, and certain Consenting Holders entered into an Exchange Support Agreement. The agreement sets out the terms under which Consenting Holders will participate in an Exchange Offer targeting approximately $174.0 million aggregate principal amount of 5.500% Senior Notes due 2028, which the filing states represents approximately 31.1% of the outstanding aggregate principal amount of those notes.

The filing discloses that per $1,000 principal amount of 2028 Notes exchanged, holders will receive $690.00 aggregate principal amount of newly issued 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030, with terms, priority, and collateral described as substantially identical to those of the Existing First Lien Notes as modified by the Supplemental Indenture, along with 3,872,062 shares of Holdings common stock. In limited circumstances, an additional $60.00 principal amount of the new notes may be issued in place of the common stock. The filing further notes that Holdings has agreed to use commercially reasonable efforts to file a registration statement for the resale of the common stock to be issued on or prior to the Settlement Date.

In parallel with the Exchange Support Agreement, the companies entered into the Term Loan Credit Agreement Amendment, which the filing states became effective upon signing but whose operative provisions will take effect only upon the Settlement Date. The Supplemental Indenture adds a negative covenant limiting the companies' ability to permit certain entities to incur additional debt or issue additional equity. The filing also discloses that, effective upon consummation of the Exchange Offer, Consenting Holders agreed not to pursue actions related to the joint venture previously announced in February 2026. The filing notes that the information contained therein "does not constitute an offer to sell, or a solicitation of an offer to buy, any security." Forward-looking statements in the filing are the companies' own and subject to their cautionary language.

What Was Disclosed

Xerox Holdings Corporation and Xerox Corporation disclosed entry into an Exchange Support Agreement on October 29, 2026, covering an exchange offer for approximately $174.0 million of 5.500% Senior Notes due 2028, concurrent debt amendments, and a claims release tied to a previously announced joint venture.