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Subsequent Events
 6 Months Ended
Jun. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Credit Facility
On July 7, 2022, Xerox Corporation, as borrower, and its parent company, Xerox Holdings Corporation (the Company), entered into a new Credit Agreement with several participating lending banks. The new Credit Agreement provides Xerox Corporation with a $500 Revolving Credit Facility (the New Revolving Credit Facility) and has a maturity date of July 7, 2024. We deferred $3 of debt issuance costs in connection with this agreement, which will be amortized over the two-year term of the arrangement.
The New Revolving Credit Agreement includes an uncommitted accordion feature that allows the Company to increase the facility by a total of up to $150, subject to obtaining additional commitments from existing lenders or new lending institutions. The New Revolving Credit Agreement also includes a $150 letter of credit sub-facility.
At Xerox Corporation’s election, the borrowings under the New Revolving Credit Facility in U.S. dollars will bear interest at either (i) a rate per annum equal to the highest of Citibank’s prime rate or a rate 0.5% in excess of the Federal Funds Rate or a rate 1.0% in excess of one-month Term SOFR (the Base Rate), in each case plus an applicable margin, or (ii) the one-, three-, or six-month per annum Term SOFR (the Term SOFR Rate), as selected by the Company, plus an applicable margin. The applicable margin for Base Rate loans, through the quarterly reporting for the fiscal quarter ending September 30, 2022, is 1.00% per annum, and thereafter varies from 0.50% to 1.25% depending on the Company’s consolidated total net leverage ratio (as defined in the New Credit Agreement). The applicable margin for Term SOFR Rate loans, through the quarterly reporting for the fiscal quarter ending September 30, 2022, is 2.00% per annum, and thereafter varies from 1.50% to 2.25% depending on the Company’s consolidated total net leverage ratio. Xerox Corporation may also borrow in currencies other than U.S. dollars under the New Revolving Credit Agreement, and such borrowings will bear interest calculated under a construct similar to that described above. Principal outstanding would be payable in full at maturity on July 7, 2024.
Xerox Corporation’s borrowings under the New Revolving Credit Facility are supported by guarantees from the Company and its subsidiary guarantors, and by security interests in substantially all of the assets of Xerox Corporation, the Company, and its subsidiary guarantors, subject to certain exceptions. If an event of default occurs under the New Revolving Credit Facility, the entire principal amount outstanding under the New Revolving Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.
The New Revolving Credit Facility requires the Company to comply with the following financial covenants measured as of the end of each fiscal quarter, commencing with the quarter ending September 30, 2022:
(a)Minimum Unrestricted Cash - maintain an Unrestricted Cash balance, as defined in the New Revolving Credit Agreement, in an amount not less than $500 as of the last day of the quarter.
(b)Total Net Leverage Ratio - a quarterly test that is calculated as net debt for borrowed money divided by consolidated EBITDA, both as defined in the New Revolving Credit Agreement - with a cap on cash netting of $1.0 billion.
(c)Interest Coverage Ratio - a quarterly test that is calculated as consolidated EBITDA divided by consolidated interest expense, both as defined in the New Revolving Credit Agreement.
In addition, the New Revolving Credit Facility requires that no more than $300 of the $650 2023 Senior Notes is outstanding as of December 15, 2022 in order for the facility to remain in effect.
The New Revolving Credit Facility also imposes restrictions on the Company and its subsidiaries, including on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Under the New Revolving Credit Facility, provided there is no event of default existing, the Company may declare and pay cash dividends on shares of its common stock and its preferred stock, and may repurchase shares of its common stock and its preferred stock (i) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s Total Net Leverage ratio is 3.5 to 1.00 or less or (ii) in an aggregate amount in any fiscal year not to exceed the greater of (x) $200 or (y) 50% of free cash flow, which is operating cash flows less capital expenditures, for the prior fiscal year, commencing with the fiscal year ending December 31, 2022.
Acquisition
In July 2022, Xerox acquired Go Inspire, a U.K.-based print and digital marketing and communication services provider, for approximately $48 (GBP 40 million). The acquisition strengthens Xerox’s strategy to grow its global Digital Services presence in EMEA. The purchase price was all cash for 100% ownership of the acquired company and is expected to be primarily allocated to intangible assets and goodwill. The goodwill associated with the acquisition of Go Inspire will be included in our Print and Other segment. The operating results of this acquisition are not expected to be material to our financial statements.