Announcement • Dec 25
Xerox Corporation agreed to acquire Lexmark International II, LLC from PAG Asia Capital Lexmark Holding Limited, Ninestar Corporation (SZSE:002180) and Shanghai Shouda Investment Centre for $1.5 billion.
Xerox Corporation agreed to acquire Lexmark International II, LLC from PAG Asia Capital Lexmark Holding Limited, Ninestar Corporation (SZSE:002180) and Shanghai Shouda Investment Centre for $1.5 billion on December 22, 2024. The Purchase Agreement provides that Xerox Corporation will acquire Lexmark for $1.5 billion, inclusive of net debt and other assumed liabilities, subject to certain other customary pre- and post-closing adjustments and escrow arrangements. Xerox expects to finance the acquisition with a combination of cash on hand and committed debt financing. On December 22, 2024, Xerox Corporation and Xerox Holdings Corporation (“Holdings”) obtained commitments for new debt financing pursuant to (i) a commitment letter with Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD., Regions Bank, Truist Bank and Citigroup Global Markets Inc. (together, the “Incremental Commitment Parties”) pursuant to which the Incremental Commitment Parties agreed to provide an approximately $356.7 million senior secured incremental term loan facility (the “Incremental Facility”) in the form of incremental loans under Xerox Corporation’s first lien term loan agreement entered into in November 2023, among Xerox Corporation, as borrower, Holdings and certain subsidiaries of Xerox Corporation as guarantors, Jefferies Finance LLC, as administrative agent and collateral agent and the lenders party thereto (the “TLB Facility”), (ii) a commitment letter with DCS Finance, LLC and Christy 2017, LP (collectively, the “Senior Unsecured Commitment Parties”), pursuant to which the Senior Unsecured Commitment Parties agreed to provide debt financing in the form of $250.0 million principal amount of senior unsecured notes to be issued by the Holdings (the “Senior Unsecured Notes”) and (iii) a debt commitment letter with Jefferies Finance LLC and Jefferies LLC (collectively, “Jefferies”), pursuant to which Jefferies agreed to provide debt financing in the form of $250.0 million senior unsecured notes (the “SUNs”) and a committed $550.0 senior secured term loan facility, in the form of an incremental facility to the TLB Facility (the “Senior Secured Facility” and together with the Incremental Facility, the Senior Unsecured Notes and the SUNs, the “Transaction Facilities”) (the “Commitment Letters”). Xerox Corporation and Holdings intend to use the proceeds of the Incremental Facility, the Senior Unsecured Notes, a portion of the Senior Secured Facility (or an equivalent amount of debt securities issued in lieu thereof) and the SUNs, together with cash on hand and drawings under Xerox Corporation’s asset-backed revolving credit facility to fund the purchase price of all of the issued and outstanding equity securities of Lexmark. Xerox Corporation intends to use the proceeds of a portion of the Senior Secured Facility (or an equivalent amount of debt securities issued, or other debt facilities entered into, in lieu thereof) to redeem Holdings’ 5.000% Senior Notes due 2025 on or prior to their maturity. In conjunction with this financing, the Xerox Board of Directors approved a change in the dividend policy to reduce the Xerox annual dividend from $1 per share to 50 cents per share starting with the dividend expected to be declared in the first quarter of 2025. This lowered dividend payment provides incremental capacity to reduce debt while continuing to reward shareholders with an above-market yield. In case of termination under certain circumstances, Lexmark will pay Xerox Corporation $50 million as termination fee.
The consummation of the transaction is subject to the satisfaction or waiver of certain closing conditions, including (i) the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain foreign regulatory approvals, as well as receipt of confirmation from the CFIUS Monitoring Agencies, as defined in the Purchase Agreement, that the National Security Agreement related to Lexmark will be terminated following the closing, (ii) the absence of any law or judgment preventing the closing and (iii) approval of the shareholders of Ninestar Corporation (“Ninestar”), a shareholder of the Seller (the “Ninestar Shareholder Approval”). The obligation to consummate the transaction by Xerox Corporation, on the one hand, and by the Seller and Lexmark, on the other hand, is also subject to the accuracy of the other’s representations and warranties contained in the Purchase Agreement (subject, with specified exceptions, to customary materiality standards) and the performance of the other’s covenants and agreements in all material respects. Xerox Corporation’s obligation to consummate the transaction is further subject to the condition that, since the date of the Purchase Agreement, there has not been a “Material Adverse Effect,” as defined in the Purchase Agreement, that is continuing as the date of closing. The parties have agreed to use certain efforts to satisfy the closing conditions and consummate the transaction as soon as practicable, including specified efforts to obtain certain regulatory approvals and confirmation from the CFIUS Monitoring Agencies required for the transaction. The Xerox Board of Directors has unanimously approved the transaction. Xerox Corporation expects to close the transaction in the second half of 2025.
Jefferies LLC is serving as the financial advisor to Xerox and Citi is also providing financial advice. Janet Soave Coscino, Neill P. Jakobe, Zachary R. Blume, Arthur C. Mok, Jordan Altman, Peter A. Alpert, Sally N. Davis, Eric Behl-Remijan, Elaine B. Murphy, Brendan C. Hanifin, Ruchit Patel, Samer M. Musallam, Ama A. Adams, Jonathan S. Klarfeld, Timothy Farrell, Jennifer M. Cormier, Renata J. Ferrari of Ropes & Gray LLP and Willkie Farr & Gallagher LLP are serving as legal advisors to Xerox. Morgan Stanley & Co. LLC is serving as financial advisor to Lexmark and Strait Capital Management is serving as financial advisor to Ninestar Corporation. Dechert LLP is serving as legal advisor to Lexmark, as well as Ninestar Corporation, PAG Asia Capital and Shanghai Shouda Investment Centre and King & Wood Mallesons is serving as PRC counsel to Ninestar Corporation. Marc Jaffe, Ian Schuman, Jesse Sheff, Michael Saliba,Seung-Ju Paik,Greg Rodgers,Bora Bozkurt of Latham & Watkins LLP acted as legal advisor to Xerox.