Item 1.01
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Entry into a Material Definitive Agreement
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As previously reported in a Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission (the "SEC") on October 17, 2024 (the "Original Form
8-K"),
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
8-K.
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
8-K,
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
8-K.
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.