HP Inc. (NYSE:HPQ) today announced the early tender results as of
5:00 p.m. New York City time on March 22, 2018 (the “Early Tender
Deadline”) for its previously announced cash tender offer (the
“Tender Offer”) to purchase outstanding debt securities of HP
listed in the table below 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”). HP further announced that it
has increased the combined aggregate principal amount of the Notes,
and the Maximum Tender SubCap with respect to Acceptance Priority
Levels 1 through 3, from $1.75 billion to approximately $1.85
billion (as set forth in the table with respect to Acceptance
Priority Levels 1 through 3, the “Maximum Amount”). The
Expiration Date of the Tender Offer is 11:59 p.m., New York City
time, on April 5, 2018, unless extended or earlier terminated by
HP. However, because more than the Maximum Amount of Notes
was tendered at or before 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 principal amount of each series of Notes that were validly
tendered and not validly withdrawn in the Tender Offer as of the
Early Tender Deadline is set forth in the table below.
Title of Security |
CUSIP / ISIN |
Aggregate PrincipalAmount
Outstanding |
MaximumTenderSubCap |
AcceptancePriorityLevel |
Principal AmountTendered as of the EarlyTender
Date |
Percent of AmountOutstanding
Tendered |
4.650% Global Notes due December 9, 2021 |
428236BV4/ US428236BV43 |
|
$1,500,000,000 |
|
$1,849,841,000 |
1 |
|
$804,838,000 |
53.66 |
% |
4.375% Global Notes due September 15, 2021 |
428236BQ5/ US428236BQ57 |
|
$1,000,000,000 |
2 |
|
$462,082,000 |
46.21 |
% |
4.300% Global Notes due June 1, 2021 |
428236BM4/ US428236BM44 |
|
$1,250,000,000 |
3 |
|
$582,921,000 |
46.63 |
% |
4.050% Global Notes due September 15, 2022 |
428236BX0/ US428236BX09 |
|
$500,000,000 |
|
450,000,000 |
4 |
|
$96,182,000 |
19.24 |
% |
3.750% Global Notes due December 1, 2020 |
428236BF9/ US428236BF92 |
|
$648,781,000 |
5 |
|
$182,813,000 |
28.18 |
% |
6.000% Global Notes due September 15, 2041 |
428236BR3/ US428236BR31 |
|
$1,200,000,000 |
|
300,000,000 |
6 |
|
$199,725,000 |
16.64 |
% |
2.750% Global Notes due January 14, 2019 |
428236BY8/ US428236BY81 |
|
$299,794,000 |
N/A |
7 |
|
$83,555,000 |
27.87 |
% |
Because the aggregate principal amount of Notes validly tendered
prior to the Early Tender Deadline exceeds the Maximum Amount, HP
will accept for payment 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 solicited 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 “Consent Solicitation”
refers to the solicitation of the Consents. 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. Based on the results above, HP has received the
Requisite Consents from Holders of the 4.650% Notes to amend the
Indenture with respect to the 4.650% Notes. As a result, 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 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”). 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.
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