Simpson Thacher & Bartlett LLP and Gibson, Dunn & Crutcher LLP are advising opposing sides in Xerox Holdings Corporation’s proposed exchange transaction covering approximately $174 million of its senior notes due in 2028.Simpson Thacher is serving as legal adviser to Xerox, while Gibson Dunn is advising an ad hoc group of first-lien lenders anchoring the transaction. Lazard is acting as financial adviser to Xerox, and Moelis & Company LLC is the financial adviser to the lender group.The transaction is intended to extend debt maturities, reduce outstanding principal and preserve cash as Xerox continues efforts to strengthen its balance sheet and reduce leverage.Under the agreement, holders of approximately $174 million of the 2028 notes will exchange their securities for a combination of newly issued first-lien senior secured notes due October 2030 and Xerox common stock.For every $1,000 principal amount of notes exchanged, participating holders will receive $690 in principal amount of the new notes and $60 in value of Xerox common stock, calculated using a discount to the pre-announcement volume-weighted average price. In certain limited circumstances, holders may receive additional new notes instead of stock.The new first-lien notes will be largely identical to Xerox’s existing first-lien notes due October 2030 and will rank pari passu with its existing first-lien debt.Upon completion, the exchange is expected to reduce Xerox’s overall debt principal by approximately $53 million and extend $121 million of debt maturing in 2028 to 2030. The cashless transaction, apart from transaction expenses, is also expected to keep cash interest approximately neutral.“This transaction is yet another step that we’ve taken to proactively address our upcoming maturities,” said Chuck Butler, chief financial officer of Xerox. The deal addresses more than 30% of the company’s outstanding 2028 notes while reducing principal and preserving liquidity, he added.The transaction is expected to close on or about November 13, 2026, subject to limited conditions.
