$2.5 Billion Unsecured Bridge Facility for Xerox Corporation

Davis Polk is advising the joint lead arrangers, joint bookrunners and the administrative agent in connection with a $2.5 billion unsecured bridge facility to be provided to Xerox Corporation to finance the payment of a special dividend to Xerox’s existing shareholders. The special dividend will be paid in connection with a broader transaction pursuant to which Fuji Xerox Co., Ltd, a joint venture of Xerox and FUJIFILM Holdings Corporation, will redeem Fujifilm’s existing equity interests in Fuji Xerox and Fujifilm will subsequently purchase 50.1% of the equity interests in Xerox.

Xerox is a technology leader that innovates the way the world communicates, connects and works. It embraces the integration of paper and digital, the increasing requirement for mobility and the need for seamless integration between work and personal worlds. Its innovative print technologies and intelligent work solutions help people communicate and work better.

Founded in 1962, Fuji Xerox is a leading company in the Document Services & Communications field, offering solutions and services to help customers resolve their business challenges. Fuji Xerox develops and manufactures world-class office multifunction devices, printers and production for worldwide distribution. It is a 75-25 joint venture between Fujifilm and Xerox and its direct sales force covers Japan and the Asia-Pacific region including China.

Headquartered in Tokyo, Japan, Fujifilm brings continuous innovation with leading-edge, proprietary technologies by leveraging its photography expertise into a broad range of industries globally, including health care, graphic systems, highly functional materials, optical devices, digital imaging and document products. Its products are based on its extensive portfolio of chemical, mechanical, optical, electronic and imaging technologies.

The Davis Polk finance team includes partner Meyer C. Dworkin and associates Vanessa L. Jackson and Johanna Bachmair. The capital markets team includes partner Shane Tintle and associate Roohi Gupte. The tax team includes partner William A. Curran and associate Gil Savir. Counsel Jeanine P. McGuinness is providing OFAC and FCPA advice. Members of the Davis Polk team are based in the New York and Washington DC offices.