Item 1.01. Entry Into a Material Definitive Agreement.
Committed Debt Financing
Xerox Holdings Corporation ("Xerox") has entered into a commitment letter, dated
as of January 5, 2020 (the "Commitment Letter"), with Citigroup Global Markets
Inc., Mizuho Bank, Ltd. and Bank of America, N.A. (collectively, the "Commitment
Parties"), pursuant to which, subject to the terms and conditions set forth
therein, the Commitment Parties have committed to provide a $19.5 billion senior
unsecured 364-day term loan bridge facility and a $4.5 billion senior unsecured
60-day term loan bridge facility to finance Xerox's proposed acquisition of HP
Inc. ("HP"). The 60-day term loan bridge facility is intended to bridge gaining
access to cash on HP's balance sheet that Xerox intends to use in a consensual
transaction as a source of its acquisition financing. The funding of the debt
facilities provided for in the Commitment Letter is contingent on the
satisfaction of a limited number of customary conditions, including the
consummation of the proposed acquisition of HP.
The foregoing description of the Commitment Letter and the transactions
contemplated thereby is not complete and is subject to, and qualified in its
entirety by reference to, the Commitment Letter, a copy of which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 6, 2020, Xerox issued a press release announcing that it has sent a
letter to the Board of Directors of HP confirming that it has obtained $24
billion in binding financing commitments from Citi, Mizuho and Bank of America
to complete its value-creating combination with HP, which press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated
herein by reference.
The information contained in this Item 7.01 and in Exhibit 99.1 hereto shall not
be deemed "filed" with the Securities and Exchange Commission for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
10.1 Commitment letter, dated as of January 5, 2020, with Citigroup
Global Markets Inc., Mizuho Bank, Ltd. and Bank of America, N.A.
99.1 Press Release, dated January 6, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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