HP Inc. (NYSE:HPQ) today announced the pricing for its previously
announced cash tender offer (the “Tender Offer”) to purchase
outstanding debt securities of HP up to a combined aggregate
principal amount of the notes listed in the table below
(collectively, the “Notes,” and each a “Series” of Notes) from each
registered holder of the applicable Series of Notes (each, a
“Holder,” and collectively, the “Holders”) equal to approximately
$1.85 billion (the “Maximum Amount”), subject to certain Acceptance
Priority Levels and the applicable Maximum Tender SubCaps, each as
specified in the table below. As previously announced,
because more than the Maximum Amount of Notes was tendered at or
before 5:00 p.m. New York City time on March 22, 2018 (the “Early
Tender Deadline”), HP will not accept any further tenders of Notes,
unless HP elects to amend the terms of the Tender Offer.
The Tender Offer is being made pursuant to the Offer to Purchase
and Consent Solicitation Statement dated March 9, 2018 (as it
may be amended or supplemented from time to time, the “Offer to
Purchase”) and in the accompanying Consent and Letter of
Transmittal (the “Letter of Transmittal”), which set forth a
description of the terms and conditions of the Tender Offer.
The “Total Consideration” for each $1,000 principal amount of
Notes of any Series tendered and accepted for purchase pursuant to
the Tender Offer has been determined in the manner described in the
Offer to Purchase by reference to the applicable fixed spread
specified for such Series (as set forth in the table below) over
the yield (the “Reference Yield”) to maturity corresponding to the
bid-side price of the applicable Reference U.S. Treasury Security
specified for such Series in the table below (the “Reference U.S.
Treasury Security”), as calculated by BofA Merrill Lynch and
Citigroup Global Markets Inc. at 11:00 a.m., New York City time, on
March 23, 2018 (the “Price Determination Time”). Holders of
Notes who validly tendered and did not validly withdraw their Notes
and, with respect to the 4.650% Notes, who validly delivered and
did not validly revoke their Consents (as defined below), at or
prior to the Early Tender Deadline (as defined below) that are
accepted for purchase will receive the applicable “Total
Consideration” listed in the table below, which includes an early
tender payment of $30 per $1,000 principal amount of Notes accepted
for purchase (the “Early Tender Premium”). In addition,
Holders who’s Notes are accepted for purchase pursuant to the
Tender Offer will also receive accrued and unpaid interest on their
purchased Notes from the last interest payment date for such Notes
to, but excluding, the settlement date.
Title of Security |
CUSIP / ISIN |
Aggregate Principal Amount
Outstanding |
Maximum Tender SubCap |
Acceptance Priority Level |
Reference Security |
Bloomberg Reference Page |
ReferenceTreasuryYield |
Fixed Spread |
Total Consideration (1) (2) (3) |
4.650% Global Notes due December 9, 2021 |
428236BV4/ US428236BV43 |
$1,500,000,000 |
$1,849,841,000 |
1 |
2.250% U.S. Treasury Notes due February 15, 2021 |
FIT1 |
2.427% |
55 bps |
$1,058.20 |
4.375% Global Notes due September 15, 2021 |
428236BQ5/ US428236BQ57 |
$1,000,000,000 |
2 |
2.250% U.S. Treasury Notes due February 15, 2021 |
FIT1 |
2.427% |
55 bps |
$1,045.75 |
4.300% Global Notes due June 1, 2021 |
428236BM4/ US428236BM44 |
$1,250,000,000 |
3 |
2.250% U.S. Treasury Notes due February 15, 2021 |
FIT1 |
2.427% |
50 bps |
$1,041.37 |
4.050% Global Notes due September 15, 2022 |
428236BX0/ US428236BX09 |
$500,000,000 |
$450,000,000 |
4 |
2.625% U.S. Treasury Notes due February 28, 2023 |
FIT1 |
2.625% |
55 bps |
$1,036.18 |
3.750% Global Notes due December 1, 2020 |
428236BF9/ US428236BF92 |
$648,781,000 |
5 |
2.250% U.S. Treasury Notes due February 29, 2020 |
FIT1 |
2.279% |
55 bps |
$1,023.58 |
6.000% Global Notes due September 15, 2041 |
428236BR3/ US428236BR31 |
$1,200,000,000 |
$300,000,000 |
6 |
2.750% U.S. Treasury Notes due November 15, 2047 |
FIT1 |
3.088% |
225 bps |
$1,087.98 |
2.750% Global Notes due January 14, 2019 |
428236BY8/ US428236BY81 |
$299,794,000 |
N/A |
7 |
1.125% U.S. Treasury Notes due January 15, 2019 |
FIT4 |
2.091% |
20 bps |
$1,003.60 |
- Per $1,000 principal amount of Notes.
- Includes a consent fee for the Consents with respect to the
4.650% Notes.
- Includes the Early Tender Premium per $1,000 principal amount
of Notes for each Series as set forth in this table.
Because the aggregate principal amount of Notes validly tendered
prior to the Early Tender Deadline exceeded $1.75 billion, HP will
accept for payment, up to the Maximum Amount, Notes validly
tendered in accordance with the Acceptance Priority Levels and the
applicable Tender SubCaps. HP expects to accept all Notes
tendered with Acceptance Priority Levels 1 through 3, and none of
the Notes tendered with Acceptance Priority Levels 4 through 7.
As previously announced, in connection with the Tender Offer, HP
also commenced a solicitation (the “Consent Solicitation”) of
consents (the “Consents”) from Holders of HP’s 4.650% Global Notes
due December 9, 2021 (the “4.650% Notes”) to amend certain
provisions (the “Proposed Amendments”) of the Senior Debt
Securities Indenture dated as of June 1, 2000 (the “Indenture”)
under which the 4.650% Notes were issued and as it relates to the
4.650% Notes. The Proposed Amendments would amend the
applicable Indenture as described in the Offer to Purchase to,
among other things, eliminate substantially all of the restrictive
covenants under the Indenture exclusively with respect to the
4.650% Notes. The Proposed Amendments must be consented to by
Holders of a majority in principal amount (the “Requisite
Consents”) of the outstanding 4.650% Notes issued under the
Indenture in order to be adopted with respect to the 4.650%
Notes. Because HP has received the Requisite Consents from
Holders of the 4.650% Notes to amend the Indenture with respect to
the 4.650% Notes, a supplemental indenture will be promptly
executed to effect the Proposed Amendments to the Indenture.
The complete terms of the Tender Offer and the Consent
Solicitation are set forth in the Offer to Purchase and in the
accompanying Letter of Transmittal. Consummation of the Tender
Offer and the Consent Solicitation is subject to a number of
conditions, including the absence of certain adverse legal and
market developments. Subject to applicable law, HP may waive
any and all of these conditions or extend, terminate or withdraw
the Tender Offer and/or the Consent Solicitation with respect to
one or more Series of Notes and/or increase or decrease the Maximum
Amount and/or any Maximum Tender SubCap. The Tender Offer is
neither conditioned upon any minimum amount of Notes being tendered
nor on the satisfaction of the conditions to the Consent
Solicitation. There are no guaranteed delivery provisions
applicable to the Tender Offer or the Consent Solicitation.
Holders of Notes must have validly tendered and not validly
withdrawn their Notes and, with respect to the 4.650% Notes,
validly delivered and not validly revoked their Consents to the
Proposed Amendments to the Indenture, at or before the Early Tender
Deadline, to be eligible to receive the applicable Total
Consideration (as described in the Offer to Purchase) for their
tendered Notes, which includes an early tender payment of $30 per
$1,000 principal amount of the Notes accepted for purchase (the
“Early Tender Premium”). The Total Consideration for each
$1,000 principal amount of Notes of any Series tendered and
accepted for purchase pursuant to the Tender Offer will be
determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread specified for such Series
over the yield corresponding to the bid-side price of the
applicable Reference U.S. Treasury Security specified for such
Series, as calculated by BofA Merrill Lynch and Citigroup Global
Markets Inc. at 11:00 a.m., New York City time, on March 23,
2018. Assuming the Tender Offer and Consent Solicitation are
not extended and the conditions to the Tender Offer and Consent
Solicitation are satisfied or waived, HP expects that settlement
for Notes validly tendered and not validly withdrawn on or before
the Early Tender Deadline will be on March 26, 2018. Holders
who’s Notes are accepted for purchase pursuant to the Tender Offer
will also receive accrued and unpaid interest on their purchased
Notes from the last interest payment date for such Notes to, but
excluding, the applicable settlement date. As of the Early
Tender Deadline, the Holders’ withdrawal and revocation rights have
expired.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful.
The Tender Offer and the Consent Solicitation are being made
solely pursuant to terms and conditions set forth in the Offer to
Purchase and the Letter of Transmittal.
BofA Merrill Lynch and Citigroup Global Markets Inc. are serving
as the Dealer Managers and the Solicitation Agents in connection
with the Tender Offer and the Consent Solicitation. BNP
Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho
Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities
Americas Inc. and Wells Fargo Securities, LLC are serving as
Co-Dealer Managers. Questions regarding the terms of the
Tender Offer and the Consent Solicitation should be directed to
BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907
(collect) or to Citigroup Global Markets Inc. at (800) 558-3745
(toll free) or (212) 723-6106 (collect). Any questions or requests
for assistance or additional copies of the Offer to Purchase and
the Letter of Transmittal or the documents incorporated by
reference therein may be directed to Global Bondholder Services
Corporation, which is acting as the Tender Agent and the
Information Agent for the Tender Offer and the Consent
Solicitation, at the following telephone numbers: banks and brokers
at (212) 430-3774 (collect); all others at (866) 924-2200 (toll
free).
Forward-Looking Statements
This news release contains forward-looking statements that
involve risks, uncertainties and assumptions. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements, including, but not limited
to, statements about the expected timing, size or other terms of
the Tender Offer and the Consent Solicitation and HP’s ability to
complete the Tender Offer and the Consent Solicitation. These
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond HP’s control, which could
cause HP’s actual results to differ materially from those indicated
in HP’s forward-looking statements. Please see the Cautionary
Statement Regarding Forward-Looking Statements in the Offer to
Purchase, as well as other risks that are described in HP’s Annual
Report on Form 10-K for the fiscal year ended October 31, 2017, and
HP’s other filings with the U.S. Securities and Exchange
Commission. HP disclaims and does not undertake any obligation to
update or revise any forward-looking statement in this news
release, except as required by applicable law or regulation.
About HP Inc.
HP Inc. creates technology that makes life better for everyone,
everywhere. Through our portfolio of printers, PCs, mobile devices,
solutions, and services, we engineer experiences that amaze. More
information about HP Inc. (NYSE:HPQ) is available at
http://www.hp.com.
© Copyright 2018 HP Development Company, L.P. The information
contained herein is subject to change without notice. The only
warranties for HP Inc. products and services are set forth in the
express warranty statements accompanying such products and
services. Nothing herein should be construed as constituting an
additional warranty. HP Inc. shall not be liable for technical or
editorial errors or omissions contained herein.
Editorial contacts
HP Inc. Media
RelationsMediaRelations@hp.com
HP Inc. Investor
RelationsInvestorRelations@hp.com
HP (NYSE:HPQ)
Historical Stock Chart
From Mar 2024 to Apr 2024
HP (NYSE:HPQ)
Historical Stock Chart
From Apr 2023 to Apr 2024