HP Inc. (NYSE: HPQ) today announced the expiration and results of
its previously announced offers to purchase for cash any and all of
the Notes listed in the table below (the “Notes”). The offers
to purchase with respect to each series of Notes are being referred
to herein as the “Offers” and each, an “Offer.” Each Offer
was made upon the terms and subject to the conditions set forth in
the offer to purchase, dated June 9, 2020 (the “Original Offer
to Purchase”) as amended, supplemented, modified and updated by
supplement no. 1 (the “Supplement” and, together with the Original
Offer to Purchase, the “Offer to Purchase”), and its accompanying
notice of guaranteed delivery (the “Notice of Guaranteed Delivery”
and, together with the Offer to Purchase, the “Tender Offer
Documents”). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
Title of Security |
|
CUSIP / ISIN |
|
Acceptance Priority Level |
|
Maturity Date |
|
Principal Amount Previously Outstanding (in
thousands) |
|
Principal Amount Tendered (1) (in thousands) |
|
Percentage of Outstanding Principal Amount Tendered
(1) |
|
Total Consideration(2) |
3.750% Global Notes due December 1, 2020 |
|
428236BF9/ US428236BF92 |
|
1 |
|
December 1, 2020 |
|
$648,781 |
|
$176,439 |
|
27.20% |
|
$1,015.50 |
4.300% Global Notes due June 1, 2021 |
|
428236BM4/ US428236BM44 |
|
2 |
|
June 1, 2021 |
|
$667,079 |
|
$270,957 |
|
40.62% |
|
$1,037.00 |
4.375% Global Notes due September 15, 2021 |
|
428236BQ5/ US428236BQ57 |
|
3 |
|
September 15, 2021 |
|
$537,918 |
|
$125,916 |
|
23.41% |
|
$1,045.00 |
4.650% Global Notes due December 9, 2021 |
|
428236BV4/ US428236BV43 |
|
4 |
|
December 9, 2021 |
|
$695,162 |
|
$109,229 |
|
15.71% |
|
$1,056.75 |
- Not including (i) $132,000 in aggregate principal amount
of the 3.750% Global Notes due December 1, 2020,
(ii) $1,377,000 in aggregate principal amount of the 4.300%
Global Notes due June 1, 2021, (iii) $150,000 in
aggregate principal amount of the 4.375% Global Notes due
September 15, 2021, and (iv) $117,000 in aggregate
principal amount of the 4.650% Global Notes due December 9,
2021, each tendered pursuant to the Guaranteed Delivery Procedures
(as defined in the Offer to Purchase), for which delivery of such
Notes must be made by 5:00 p.m., New York City time, on
June 18, 2020.
- Per $1,000 principal amount of the Notes.
The Offers expired at 5:00 p.m., New York City
time, on June 16, 2020 (the “Expiration Date”). As
previously announced, the Offers were amended and modified to
require (1) the successful completion, after June 10, 2020, of
one or more offerings by HP (the “New Offering”) of notes with
stated maturities occurring after December 9, 2021, in a total
aggregate principal amount of not less than $3.0 billion
(previously $2.5 billion) (on terms and conditions satisfactory to
HP, in its sole discretion) and (2) (i) in the case of the Offer
with respect to the 3.750% Global Notes due December 1, 2020
(the “2020 Notes”), the net proceeds of the New Offering be
sufficient to fund the aggregate Total Consideration and the
applicable Accrued Coupon Payment for all 2020 Notes tendered in
the applicable Offer and (ii) in the case of each of the
Offers with respect to the 4.300% Global Notes due June 1, 2021,
the 4.375% Global Notes due September 15, 2021 and the 4.650%
Global Notes due December 9, 2021 (collectively, the “2021 Notes”),
the net proceeds of the New Offering be sufficient to fund the
aggregate Total Consideration and the applicable Accrued Coupon
Payment for all 2021 Notes of such series (after funding the
aggregate Total Consideration and the applicable Accrued Coupon
Payment for all validly tendered and not validly withdrawn Notes of
a series having a higher Acceptance Priority Level (including the
2020 Notes)) tendered in the applicable Offer, provided that our
obligation to complete an Offer with respect to a particular series
of 2021 Notes is conditioned on the aggregate Total Consideration
and the applicable Accrued Coupon Payment payable in respect of the
2021 Notes accepted for purchase in the aggregate not exceeding
$1,000,000,000 (previously $750,000,000), and, in each case,
subject to certain other provisions (collectively, the “Financing
Condition”).
On June 9, 2020, HP priced its New Offering of
notes with stated maturities occurring after December 9, 2021,
in an aggregate principal amount of $3.0 billion.
Because the aggregate Total Consideration and the applicable
Accrued Coupon Payment payable in respect of the 2021 Notes
validly tendered and not validly withdrawn did not exceed
$1,000,000,000, HP has accepted for purchase all Notes validly
tendered and not validly withdrawn. Approximately
$682.5 million aggregate principal amount of Notes were
validly tendered and not validly withdrawn under the Offers.
$1,776,000 in aggregate principal amount of Notes
were tendered pursuant to the Guaranteed Delivery Procedures.
Acceptance of such Notes remains subject to the valid delivery, at
any time at or prior to 5:00 p.m. New York City time, on
June 18, 2020 (the “Guaranteed Delivery Date”) of such Notes,
and corresponding documentation, pursuant to the terms and subject
to the conditions under the Offer to Purchase.
Holders of Notes that have been accepted for
purchase will receive on June 17, 2020 (the “Settlement
Date”), the applicable Total Consideration for each $1,000
principal amount of Notes, as set forth in the table above, and
accrued and unpaid interest from the last coupon payment date up
to, but excluding, the Settlement Date, in cash following the
settlement of the New Offering.
J.P. Morgan Securities LLC, Morgan Stanley &
Co. LLC and Wells Fargo Securities, LLC acted as the Lead Dealer
Managers, and BNP Paribas Securities Corp., Goldman Sachs & Co.
LLC and HSBC Securities (USA) Inc. acted as Co-Dealer Managers, in
connection with the Offers (collectively, the “Dealer
Managers”). Questions regarding terms and conditions of the
Offers should be directed to J.P. Morgan Securities LLC by
calling toll free at 866-834-4666 or collect at 212-834-4087, to
Morgan Stanley & Co. LLC by calling toll free at 800-624-1808
or collect at 212-761-1057, or to Wells Fargo Securities, LLC by
calling toll free at 866-309-6316 or collect at 704-410-4756.
D.F. King was appointed information agent (the
“Information Agent”) and tender agent (the “Tender Agent”) in
connection with the Offers. Questions or requests for
assistance in connection with the Offers or for additional copies
of the Tender Offer Documents may be directed to D.F. King by
calling toll free at 800-499-8541 or collect at 212-269-5550 or via
e-mail at hp@dfkingltd.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. All documentation relating
to the Offers, including the Original Offer to Purchase, the
Supplement and the Notice of Guaranteed Delivery, together with any
updates, are available from the Information Agent and the Tender
Agent, as set forth below, and will also be available via the Offer
Website: http://www.dfking.com/hp.
Neither this announcement nor the Offer to
Purchase, or the electronic transmission thereof, constitutes an
offer to sell or buy Notes, as applicable, in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such offer or solicitation under applicable securities laws or
otherwise. The distribution of this announcement in certain
jurisdictions may be restricted by law. In those
jurisdictions where the securities, blue sky or other laws require
the Offers to be made by a licensed broker or dealer and the Dealer
Managers or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offers shall be
deemed to be made by the Dealer Managers or such affiliate (as the
case may be) on behalf of HP in such jurisdiction.
HP expressly reserves the right, in its sole
discretion, not to extend, re-open, withdraw or terminate any Offer
and to amend or waive any of the terms and conditions of any Offer
in any manner, subject to applicable laws and regulations.
Forward-looking statementsThis
press release contains forward-looking statements based on current
expectations and assumptions that involve risks and
uncertainties. If the risks or uncertainties ever materialize
or the assumptions prove incorrect, the results of HP and its
consolidated subsidiaries may differ materially from those
expressed or implied by such forward-looking statements and
assumptions.
All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including, but not limited to, any statements regarding
the potential impact of the COVID-19 pandemic and the actions by
governments, businesses and individuals in response to the
situation; projections of net revenue, margins, expenses, effective
tax rates, net earnings, net earnings per share, cash flows,
benefit plan funding, deferred taxes, share repurchases, foreign
currency exchange rates or other financial items; any projections
of the amount, timing or impact of cost savings or restructuring
and other charges, planned structural cost reductions and
productivity initiatives; any statements of the plans, strategies
and objectives of management for future operations, including, but
not limited to, our business model and transformation, our
sustainability goals, our go-to-market strategy, the execution of
restructuring plans and any resulting cost savings, net revenue or
profitability improvements or other financial impacts; any
statements concerning the expected development, performance, market
share or competitive performance relating to products or services;
any statements regarding current or future macroeconomic trends or
events and the impact of those trends and events on HP and its
financial performance; any statements regarding pending
investigations, claims or disputes; any statements of expectation
or belief, including with respect to the timing and expected
benefits of acquisitions and other business combination and
investment transactions; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements can
also generally be identified by words such as “future,”
“anticipates,” “believes,” “estimates,” “expects,” “intends,”
“plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,”
“may,” and similar terms.
Risks, uncertainties and assumptions include
factors relating to the effects of the COVID-19 pandemic and the
actions by governments, businesses and individuals in response to
the situation, the effects of which may give rise to or amplify the
risks associated with many of these factors listed here; HP’s
ability to execute on its strategic plan, including the recently
announced initiatives, business model changes and transformation;
execution of planned structural cost reductions and productivity
initiatives; HP’s ability to complete any contemplated share
repurchases, other capital return programs or other strategic
transactions; the need to address the many challenges facing HP’s
businesses; the competitive pressures faced by HP’s businesses;
risks associated with executing HP’s strategy and business model
changes and transformation; successfully innovating, developing and
executing HP’s go-to-market strategy, including online, omnichannel
and contractual sales, in an evolving distribution and reseller
landscape; the development and transition of new products and
services and the enhancement of existing products and services to
meet customer needs and respond to emerging technological trends;
successfully competing and maintaining the value proposition of
HP’s products, including supplies; the need to manage third-party
suppliers, manage HP’s global, multi-tier distribution network,
limit potential misuse of pricing programs by HP’s channel
partners, adapt to new or changing marketplaces and effectively
deliver HP’s services; challenges to HP’s ability to accurately
forecast inventories, demand and pricing, which may be due to HP’s
multi-tiered channel, sales of HP’s products to unauthorized
resellers or unauthorized resale of HP’s products; integration and
other risks associated with business combination and investment
transactions; the results of the restructuring plans, including
estimates and assumptions related to the cost (including any
possible disruption of HP’s business) and the anticipated benefits
of the restructuring plans; the protection of HP’s intellectual
property assets, including intellectual property licensed from
third parties; the hiring and retention of key employees; the
impact of macroeconomic and geopolitical trends and events; risks
associated with HP’s international operations; the execution and
performance of contracts by HP and its suppliers, customers,
clients and partners; disruptions in operations from system
security risks, data protection breaches, cyberattacks, extreme
weather conditions, medical epidemics or pandemics such as the
COVID-19 pandemic, and other natural or manmade disasters or
catastrophic events; the impact of changes in tax laws; potential
liabilities and costs from pending or potential investigations,
claims and disputes; and other risks that are described in HP’s
Annual Report on Form 10-K for the fiscal year ended October 31,
2019, HP’s Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 31, 2020 and April 30, 2020 and HP’s other filings
with the Securities and Exchange Commission.
As in prior periods, the financial information set
forth in this document, including any tax-related items, reflects
estimates based on information available at this time. While HP
believes these estimates to be reasonable, these amounts could
differ materially from reported amounts in HP’s Quarterly Reports
on Form 10-Q for the fiscal quarter ended July 31, 2020, Annual
Report on Form 10-K for the fiscal year ended October 31, 2020 and
HP’s other filings with the Securities and Exchange Commission. The
forward-looking statements in this press release are made as of the
date of this document and HP assumes no obligation and does not
intend to update these forward-looking statements.
HP’s Investor Relations website at investor.hp.com
contains a significant amount of information about HP, including
financial and other information for investors. HP encourages
investors to visit its website from time to time, as information is
updated, and new information is posted. The content of HP’s
website is not incorporated by reference into this press release or
in any other report or document HP files with the SEC, and any
references to HP’s website are intended to be inactive textual
references only.
About HP Inc. HP Inc. creates
technology that makes life better for everyone, everywhere. Through
our product and service portfolio of personal systems, printers and
3D printing solutions, we engineer experiences that amaze. More
information about HP Inc. is available at hp.com.
© Copyright 2020 HP Development Company, L.P.
The information contained herein is subject to change without
notice. The only warranties for HP 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 shall not be liable for technical or
editorial errors or omissions contained herein.
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