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March 31, 2020

King & Spalding Advises Xerox Holdings Corporation in $35 Billion Offer for HP Inc.

On March 31, 2020, Xerox Holdings Corporation (NYSE: XRX) announced that the current global health crisis and resulting macroeconomic and market turmoil caused by COVID-19 had created an environment that is not conducive to Xerox continuing to pursue its ~$35 billion bid to acquire HP Inc. (NYSE: HPQ).  As a result, Xerox withdrew its tender offer to acquire HP and ceased its efforts to nominate its slate of highly qualified candidates to HP’s Board of Directors.

The offer, commenced on March 2, 2020, followed Xerox’s announcements on January 23, 2020 of its intent to nominate a full slate of directors for election at HP’s 2020 annual meeting and on January 6, 2020 that it has obtained $24 billion in binding financing commitments, representing the largest-ever bridge loan in the technology sector.

King & Spalding served as lead company counsel for Xerox on the proposed transaction. The King & Spalding team was led by partners James (Jim) Woolery, Keith Townsend, Timothy Fesenmyer, Erik Belenky, Rob Leclerc and Elizabeth Morgan.