Item 1.01. Entry Into a Material Definitive Agreement.

Committed Debt Financing

Xerox Holdings Corporation ("Xerox") has entered into a commitment letter, dated as of January 5, 2020 (the "Commitment Letter"), with Citigroup Global Markets Inc., Mizuho Bank, Ltd. and Bank of America, N.A. (collectively, the "Commitment Parties"), pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide a $19.5 billion senior unsecured 364-day term loan bridge facility and a $4.5 billion senior unsecured 60-day term loan bridge facility to finance Xerox's proposed acquisition of HP Inc. ("HP"). The 60-day term loan bridge facility is intended to bridge gaining access to cash on HP's balance sheet that Xerox intends to use in a consensual transaction as a source of its acquisition financing. The funding of the debt facilities provided for in the Commitment Letter is contingent on the satisfaction of a limited number of customary conditions, including the consummation of the proposed acquisition of HP.

The foregoing description of the Commitment Letter and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the Commitment Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 6, 2020, Xerox issued a press release announcing that it has sent a letter to the Board of Directors of HP confirming that it has obtained $24 billion in binding financing commitments from Citi, Mizuho and Bank of America to complete its value-creating combination with HP, which press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 and in Exhibit 99.1 hereto shall not be deemed "filed" with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.                                  Description of Exhibit

   10.1            Commitment letter, dated as of January 5, 2020, with Citigroup
                 Global Markets Inc., Mizuho Bank, Ltd. and Bank of America, N.A.

   99.1            Press Release, dated January 6, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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