HP Inc. (NYSE: HPQ) (“HP” or the “Company”) announced today that it
commenced a change of control repurchase offer to holders
(the “Holders”) for any and all outstanding 4.750% notes due
2029 (the “Notes”) of the Company for cash (such offer to purchase,
the “Post-Acquisition Change of Control Repurchase Offer”).
As previously announced, on August 29, 2022, HP
completed its acquisition (the “Acquisition”) of Plantronics,
Inc. (“Poly”). In connection with the Acquisition, HP completed its
previously announced offer to exchange (the “Exchange Offer”) any
and all outstanding notes of Poly (the “Poly Notes”) for up to
$500,000,000 aggregate principal amount of the Notes. Pursuant to
the Exchange Offer, $491,116,000 aggregate principal amount of the
Poly Notes were validly tendered and accepted by HP and a
corresponding principal amount of Notes were issued in exchange
therefor.
The Post-Acquisition Change of Control
Repurchase Offer is being made pursuant to the terms and subject to
the conditions set forth in (i) the change of control repurchase
offer, dated October 19, 2022, as amended and supplemented
from time to time (the “Offering Document”) and (ii) the base
indenture, dated as of June 17, 2020 (as amended and supplemented
by the second supplemental indenture, dated September 1, 2022, with
respect to the Notes), by and between the Company and The Bank of
New York Mellon Trust Company, N.A., as Trustee. Pursuant to the
terms of the Indenture, HP will pay to Holders who exercise their
repurchase right a repurchase price in cash of 101.000% of the
aggregate principal amount of the repurchased Notes, plus any
accrued and unpaid interest to, but excluding, the
November 17, 2022 repurchase date. The aggregate amount of
accrued and unpaid interest with respect to all of the Notes as of
the date of such purchase will be $4,924,802.11. Holders who wish
to exercise their repurchase right must surrender their Notes for
purchase through the transmittal procedures of DTC no later than
11:59 p.m., New York City time, on November 16, 2022 (the
“Expiration Date”).
- Holders who hold their Notes through a
broker, dealer, commercial bank, trust company or other nominee
must contact that nominee to surrender their Notes and instruct
that nominee to surrender the Notes on the Holder’s behalf through
the transmittal procedures of DTC.
- Holders who are a DTC participant should surrender their Notes
electronically through DTC’s Automated Tender Offer Program (ATOP),
subject to the terms and procedures of that system, on or before
11:59 p.m., New York City time, on the Expiration Date.
If a Holder does not surrender its Notes for
purchase under the Post-Acquisition Change of Control Repurchase
Offer, such Holder’s Notes will remain outstanding and continue to
accrue interest, and such Holder’s rights and obligations as a
Holder of Notes will not be affected. However, if Holders of not
less than 90% in aggregate principal amount of the outstanding
Notes validly tender and do not withdraw such Notes in the
Post-Acquisition Change of Control Repurchase Offer and HP
purchases all of such Notes validly tendered and not withdrawn by
such Holders, HP will have the right to redeem all Notes that
remain outstanding following the payment date and at a price in
cash equal to 101.000% of the aggregate principal amount of the
Notes repurchased plus accrued and unpaid interest, if any, on the
Notes repurchased to, but excluding, the payment date of such
redemption.
Promptly upon the expiration of the
Post-Acquisition Change of Control Repurchase Offer, HP will accept
for payment all validly surrendered and not validly withdrawn Notes
on or prior to the Expiration Date. HP will deposit with The Bank
of New York Mellon Trust Company, N.A., as the paying agent
(the “Paying Agent”), on November 17, 2022, the
appropriate amount of cash required to pay for the surrendered
Notes, and the Paying Agent will promptly distribute the cash to
DTC, the sole record Holder. DTC will then distribute the cash to
its participants in accordance with its procedures.
Holders may withdraw Notes surrendered for
purchase at any time before 11:59 p.m., New York City time, on the
Expiration Date. In order to withdraw Notes, Holders must comply
with the withdrawal procedures of DTC before 11:59 p.m., New York
City time, on the Expiration Date.
Holders may contact The Bank of New York Mellon
Trust Company, N.A., as Paying Agent, at:
The Bank of New York Mellon Trust Company, N.A.c/o BNY
MellonCorporate Trust Operations – Reorg Unit201 Bryan Street, 10th
Floor Dallas, Texas 75201 Attention: Joseph Felicia E-mail:
CT_REORG_UNIT_INQUIRIES@bnymellon.com Fax: (732) 667-9408Tel: (315)
414-3349
HP is providing the CUSIP numbers of the Notes,
40434L AP0 and U44259 CB0, solely for the convenience of the
Holders of the Notes, but makes no representation as to the
correctness of these CUSIP numbers.
This press release does not constitute an offer
to sell or purchase, or a solicitation of an offer to sell or
purchase, or the solicitation of tenders with respect to, any
security. No offer, solicitation, purchase or sale will be made in
any jurisdiction in which such an offer, solicitation or sale would
be unlawful. The Post-Acquisition Change of Control Repurchase
Offer is being made solely pursuant to the Offering Document and
only to such persons and in such jurisdictions as are permitted
under applicable law. Holders of Notes should read carefully
the Offering Document, as it contains important information as to
the procedures and timing for tendering Notes.
About HP Inc.
HP Inc. (NYSE: HPQ) is a technology company that
believes one thoughtful idea has the power to change the world. Its
product and service portfolio of personal systems, printers, and 3D
printing solutions helps bring these ideas to life. Visit
http://www.hp.com.
Forward-looking statements
This document 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, demand,
performance, market share or competitive performance relating to
products or services; any statements concerning potential supply
constraints, component shortages, manufacturing disruptions or
logistics challenges; 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, disputes or other
litigation matters; 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; the need
to manage (and reliance on) third-party suppliers, including with
respect to component shortages, and the need to 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; HP’s ability to
execute on its strategic plan, including the previously 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
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, reseller and
customer landscape; the development and transition of new products
and services and the enhancement of existing products and services
to meet evolving customer needs and respond to emerging
technological trends; successfully competing and maintaining the
value proposition of HP’s products, including supplies; 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 or our uneven sales cycle; integration and other
risks associated with business combination and investment
transactions; the results of HP’s 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, changes and
events, including the Russian invasion of Ukraine and its regional
and global ramifications, recent volatility in global capital
markets, increases in benchmark interest rates and the effects of
inflation; risks associated with HP’s international operations; the
execution and performance of contracts by HP and its suppliers,
customers, clients and partners, including logistical challenges
with respect to such execution and performance; changes in
estimates and assumptions HP makes in connection with the
preparation of its financial statements; disruptions in operations
from system security risks, data protection breaches, cyberattacks,
extreme weather conditions or other effects of climate change,
medical epidemics or pandemics such as the COVID-19 pandemic, and
other natural or manmade disasters or catastrophic events; the
impact of changes to federal, state, local and foreign laws and
regulations, including environmental regulations and tax laws;
potential impacts, liabilities and costs from pending or potential
investigations, claims and disputes; and other risks that are
described in our filings with the SEC, including but not limited to
the risks described under the caption “Risk Factors” contained in
Item 1A of Part I of our Annual Report on Form 10-K for the fiscal
year ended October 31, 2021, as well as in Item 1A of Part II of
our Quarterly Reports on Form 10-Q for the fiscal quarter ended
January 31, 2022, the fiscal quarter ended April 30, 2022 and the
fiscal quarter ended July 31, 2022. HP does not assume any
obligation or intend to update these forward-looking
statements.
HP Inc. Media RelationsMediaRelations@hp.com |
HP Inc. Investor
RelationsInvestorRelations@hp.com |
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