Xerox Holdings Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

 

 

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As previously reported in a Current Report on Form filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 17, 2024 (the “Original Form Xerox Corporation (“Xerox”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with ITsavvy Holdings, LLC (the “Seller”) and ITsavvy Acquisition Company, Inc. (the “Company”), which provided, among other things, that, subject to the terms and conditions set forth therein, Xerox will purchase from the Seller all of the issued and outstanding equity securities of the Company.

On November 20, 2024 (the “Closing Date”), Xerox completed the acquisition of all of the issued and outstanding equity securities of the Company. On the Closing Date, Xerox paid $180.0 million in cash to the Seller and issued to the Seller (i) a $110.0 million secured promissory note (the “2025 Note”), and (ii) another $110.0 million secured promissory note (the “2026 Note” and, together with the 2025 Note, the “Notes”).

The material terms of the Purchase Agreement were previously reported in Item 1.01 of the Original Form The foregoing summary and description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Original Form and is incorporated into this Item 1.01 by reference.

The material terms of the Notes were previously reported in Item 2.03 of the Original Form The foregoing summaries and descriptions of the 2025 Note and 2026 Note do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the 2025 Note and the 2026 Note, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated into this Item 1.01 by reference.

 

The disclosures set forth in Item 1.01 are incorporated into this Item 2.01 by reference.

 

The disclosures set forth in Item 1.01 are incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form will be filed by amendment to this Current Report on Form no later than 71 days following the date on which this Current Report on Form was required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form will be filed by amendment to this Current Report on Form no later than 71 days following the date on which this Current Report on Form was required to be filed pursuant to Item 2.01.

(d) Exhibits

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.