Xerox Swaps $174M of 2028 Notes for New 10.25% Secured Notes Plus 4.4M Shares
XRX sits 66% above its 52-week low of $1.19 on elevated volume (2.9× avg).
Summary
Xerox agreed to exchange about $174 million of its 5.500% 2028 notes for new 10.250% first-lien secured notes due 2030 plus up to 4,396,910 shares, alongside amendments adding a debt/equity incurrence covenant and settling IPCo-related claims.
Key Events · Financing and Capital Events · XRX
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Debt-for-Debt-Plus-Equity Exchange Launched
Consenting holders of about $174.0 million of 5.500% 2028 notes (roughly 31.1% of the series) will exchange into $690 of new 10.250% first-lien secured notes due 2030 plus 25.316456 shares per $1,000 of notes, or $60 of additional notes in lieu of stock.
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Up to 4.4M Shares and $130M New Notes
The offer covers up to $130,266,000 of New 1L Exchange Notes and up to 4,396,910 shares of common stock; Holdings must file a Form S-3 resale registration statement on or before the Settlement Date.
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New Incurrence Covenant Added
Amendment No. 2 to the first-lien term loan and a supplemental indenture add a negative covenant limiting certain entities' ability to incur additional debt or issue additional equity, effective on the Settlement Date.
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IPCo Claims Released
Upon consummation, consenting holders agree not to pursue claims against Xerox arising from the February 2026 IPCo joint venture, subject to carve-outs including bankruptcy and enforcement of deal documents.
Analysis · XRX · Technology
Xerox is retiring about $174 million of its 5.500% 2028 unsecured notes by handing lenders new 10.250% first-lien secured notes plus stock. The debt-for-debt-and-equity swap pushes out maturities without subordinating anything, but it sharply raises the coupon and hands over roughly 4.4 million shares. A new negative covenant also restricts certain entities from adding debt or equity, and the consenting holders waive claims tied to the February 2026 IPCo joint venture, buying peace on that front. The move lands the same morning Xerox posted a $1.0 billion Q3 loss, cut free cash flow guidance to $50-100 million and suspended its dividends, so the exchange reads as balance-sheet triage rather than opportunistic refinancing. The stock component is small relative to the company's share count, but the higher coupon and tighter covenants raise the cost of the remaining capital structure.
How filings like this one have moved
In the 30 days to Oct 29, 2026, 38.8% of the 970 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.46%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, XRX was trading at $1.97 on NASDAQ in the Technology sector, with a market capitalization of approximately $366.4M. The 52-week trading range was $1.19 to $3.78. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.