HP Inc. (“HP”) (NYSE: HPQ) today announced it has commenced a cash
tender offer (the “Tender Offer”) to purchase outstanding debt
securities of HP up to a combined aggregate purchase price,
including the applicable Early Tender Premium (as defined below)
but excluding accrued and unpaid interest (the “Purchase Price”),
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 $1,000,000,000 (the “Maximum Amount”), subject
to certain acceptance priority levels, each as specified in the
table below.
Title of Security |
CUSIP / ISIN |
Aggregate PrincipalAmount
Outstanding |
AcceptancePriorityLevel |
EarlyTenderPremium(1) |
ReferenceSecurity |
BloombergReferencePage |
FixedSpread |
3.400% Notes dueJune 17, 2030 |
40434L AC9/US40434LAC90 |
$850,000,000 |
1 |
$30 |
3.375% U.S. Treasury Notes due May 15, 2033 |
FIT1 |
170 bps |
4.200% Notes dueApril 15, 2032 |
40434L AL9/US40434LAL99 |
$1,000,000,000 |
2 |
$30 |
3.375% U.S. Treasury Notes due May 15, 2033 |
FIT1 |
190 bps |
1.450% Notes dueJune 17, 2026 |
40434L AD7/US40434LAD7340434L AF2/US40434LAF22U44259
BZ8/USU44259BZ80 |
$1,000,000,000 |
3 |
$30 |
4.125% U.S. Treasury Notes due June 15, 2026 |
FIT1 |
65 bps |
3.000% Notes dueJune 17, 2027 |
40434L AB1/US40434LAB18 |
$1,000,000,000 |
4 |
$30 |
3.625% U.S. Treasury Notes due May 31, 2028 |
FIT1 |
100 bps |
4.000% Notes dueApril 15, 2029 |
40434L AK1/ US40434LAK17 |
$1,000,000,000 |
5 |
$30 |
3.625% U.S. Treasury Notes due May 31, 2028 |
FIT1 |
120 bps |
2.200% Notes dueJune 17, 2025 |
40434L AA3/US40434LAA35 |
$1,150,000,000 |
6 |
$30 |
2.875% U.S. Treasury Notes due June 15, 2025 |
FIT5 |
60 bps |
4.750% Notes dueJanuary 15, 2028 |
40434L AM7/US40434LAM72 |
$900,000,000 |
7 |
$30 |
3.625% U.S. Treasury Notes due May 31, 2028 |
FIT1 |
130 bps |
(1) Per $1,000 principal amount of Notes.
Indicative timetable for the Tender Offer:
Event |
Calendar Date and Time |
Commencement |
June 26, 2023 |
Early Tender Deadline |
5:00 p.m., New York City time, on
July 10, 2023, unless extended with respect to one or more Series
of Notes. |
Withdrawal Deadline |
5:00 p.m., New York City time, on
July 10, 2023, except in certain limited circumstances where
additional withdrawal rights are required by law. |
Price Determination Date |
10:00 a.m., New York City time,
on July 11, 2023, unless extended with respect to one or more
Series of Notes. |
Expiration Time |
5:00 p.m., New York City time, on
July 25, 2023, unless extended with respect to one or more Series
of Notes. |
Settlement Date |
Promptly after the Expiration
Time. Expected to be July 27, 2023, the second business day
following the Expiration Time, but subject to change. |
The complete terms of the Tender Offer are set forth in the
Offer to Purchase dated June 26, 2023(as it may be amended or
supplemented from time to time, the “Offer to Purchase”).
Consummation of the Tender Offer 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 with respect to one or more Series of Notes and/or
increase or decrease the Maximum Amount. The Tender Offer is not
conditioned upon any minimum amount of Notes being tendered. There
are no guaranteed delivery provisions applicable to the Tender
Offer.
The Tender Offer will expire at 5:00 p.m., New York City time,
on July 25, 2023, unless extended (such date and time, as the
same may be extended, the “Expiration Time”). Holders of Notes must
validly tender and not validly withdraw their Notes at or before
5:00 p.m., New York City time, on July 10, 2023, unless
extended (such date and time, as the same may be extended, the
“Early Tender Deadline”), to be eligible to receive the applicable
Total Consideration (as set forth in the table above) 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”) as set forth in the table above. 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 (the “Fixed
Spread”) specified for such Series (as set forth in the table
above) over the yield (the “Reference Yield”) corresponding to the
bid-side price of the applicable Reference U.S. Treasury Security
specified for such Series in the table above (the “Reference U.S.
Treasury Security”), as calculated by BofA Securities, Inc. and
J.P. Morgan Securities LLC at 10:00 a.m., New York City time, on
July 11, 2023 (such time and date, as the same may be extended, the
“Price Determination Time”). Assuming the Tender Offer is not
extended and the conditions to the Tender Offer are satisfied or
waived, HP expects that settlement for Notes validly tendered and
not validly withdrawn on or before the Early Tender Deadline, and
for Notes validly tendered after the Early Tender Deadline and on
or before the Expiration Time, will be on July 27, 2023 (the
“Settlement Date”). Notes tendered may be validly withdrawn at any
time on or before 5:00 p.m., New York City time, on July 10,
2023 (such time and date, as the same may be extended, the
“Withdrawal Deadline”), but not thereafter, except in certain
limited circumstances where additional withdrawal rights are
required by law.
For a Holder who holds Notes through DTC to validly tender Notes
pursuant to the Tender Offer, an Agent's Message (as defined in the
Offer to Purchase) and any other required documents must be
received by the Tender Agent at its address set forth on the Offer
to Purchase at or prior to the Expiration Time. For a Holder who
holds Notes through Clearstream Banking, société anonyme or
Euroclear Bank SA/NV to validly tender Notes pursuant to the
Offers, such Holder must tender such Notes in accordance with the
procedures of such clearing system. There is no letter of
transmittal for the Offer to Purchase.
Holders of Notes who validly tender their Notes after the Early
Tender Deadline and on or before the Expiration Time will be
eligible to receive the applicable Tender Consideration (as set
forth in the table above) per $1,000 principal amount of Notes
tendered by such Holder that are accepted for purchase, which is
equal to the applicable Total Consideration minus the Early Tender
Premium. Holders whose 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.
HP reserves the right to increase or decrease the Maximum Amount
at its own discretion. Accordingly, Holders should not tender any
Notes that they do not wish to be accepted for purchase. If Holders
tender more Notes than they expect to be accepted for purchase by
HP, based on the Acceptance Priority Level (as defined below) of
the Notes being tendered, and HP subsequently accepts more of such
Notes tendered and not validly withdrawn on or before the
Withdrawal Deadline, such Holders will not be able to withdraw any
of their previously tendered Notes.
The amount of each Series of Notes that is purchased pursuant to
the Tender Offer on the Settlement Date will be subject to
proration as described further below and determined in accordance
with the acceptance priority levels specified in the table above
and on the cover page of the Offer to Purchase in the column
entitled “Acceptance Priority Level” (the “Acceptance Priority
Level”), with 1 being the highest Acceptance Priority Level and 5
being the lowest Acceptance Priority Level.
All Notes validly tendered and not validly withdrawn on or
before the Early Tender Deadline having a higher Acceptance
Priority Level will be accepted before any tendered Notes having a
lower Acceptance Priority Level are accepted in the Tender Offer,
and all Notes validly tendered after the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted before
any Notes tendered after the Early Tender Deadline having a lower
Acceptance Priority Level are accepted in the Tender Offer. Notes
validly tendered and not validly withdrawn on or before the Early
Tender Deadline will be accepted for purchase in priority to other
Notes tendered after the Early Tender Deadline, even if such Notes
tendered after the Early Tender Deadline have a higher Acceptance
Priority Level than the Notes tendered on or before the Early
Tender Deadline.
If the Purchase Price of the Notes validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline exceeds
the Maximum Amount, the amount of such Notes purchased on the
Settlement Date will be prorated and HP will accept for purchase
only a combined aggregate principal amount of such Notes that will
not result in the Purchase Price of such Notes exceeding the
Maximum Amount, and none of the Notes, if any, validly tendered
after the Early Tender Deadline will be accepted for purchase
regardless of the Acceptance Priority Level of such Notes. If Notes
are validly tendered and not validly withdrawn such that the
Purchase Price of such Notes does not exceed the Maximum Amount on
or before the Early Tender Deadline but exceeds the Maximum Amount
at the Expiration Time, no proration will be applied to any Series
of the Notes validly tendered and not validly withdrawn on or
before the Early Tender Deadline, and, with respect to the Notes
validly tendered after the Early Tender Deadline, HP will accept
for purchase only a combined aggregate principal amount of such
Notes in accordance with the Acceptance Priority Levels (with 1
being the highest Acceptance Priority Level and 5 being the lowest
Acceptance Priority Level) such that the Purchase Price of such
Notes accepted for purchase on the Settlement Date will not exceed
the Maximum Amount.
Subject to applicable law, the Tender Offer may be amended,
extended, terminated or withdrawn with respect to one or more
Series of Notes at any time. If the Tender Offer is terminated with
respect to any Series of Notes without Notes of such Series being
accepted for purchase, Notes of such Series tendered pursuant to
the Tender Offer will promptly be returned to the tendering
Holders. Notes tendered pursuant to the Tender Offer and not
purchased due to the priority acceptance procedures or due to
proration will be returned to the tendering Holders promptly
following the Expiration Time.
HP’s obligation to accept for purchase, and to pay for, validly
tendered and not validly withdrawn Notes, and accepted for purchase
pursuant to the Tender Offer, is subject to, and conditioned upon,
satisfaction or, where applicable, waiver of the conditions to the
Tender Offer described in the Offer to Purchase.
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 offer, solicitation, or sale would be unlawful. The
Tender Offer is being made solely pursuant to terms and conditions
set forth in the Offer to Purchase and only to such persons and in
such jurisdictions as are permitted under applicable law.
BofA Securities, Inc. and J.P. Morgan Securities LLC are serving
as the Dealer Managers in connection with the Tender Offer.
Questions regarding the terms of the Tender Offer should be
directed to BofA Securities, Inc. at +1 (888) 292-0070 (toll free)
or +1 (980) 387-3907 (collect) or to J.P. Morgan Securities LLC at
+1 (866) 834-4666 (toll free) or + 1 (212) 834-4818 (collect) or
+44 (207) 134-2468 (outside the United States). Any questions or
requests for assistance or additional copies of the Offer to
Purchase or the documents incorporated by reference therein may be
directed to D.F. King & Co., Inc., which is acting as the
Tender Agent and the Information Agent for the Tender Offer, at the
following telephone numbers: banks and brokers at (800) 628-8528
(toll free); all others at (212) 269-5550 (all others).
About HP Inc.
HP Inc. is a global technology leader and creator of solutions
that enable people to bring their ideas to life and connect to the
things that matter most. Operating in more than 170 countries, HP
delivers a wide range of innovative and sustainable devices,
services and subscriptions for personal computing, printing, 3D
printing, hybrid work, gaming, and more.
Forward-Looking Statements
This press release contains forward-looking statements based on
current expectations and assumptions 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 HP’s ability to complete the Tender Offer.
Forward-looking statements can also generally be identified by
words such as “expects,” “intends,” “will,” “would,” “could,”
“may,” and similar terms. Risks, uncertainties and assumptions
include factors relating to the risks that are described (i) in
“Risk Factors” in the Offer to Purchase and (ii) 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, 2022. HP does not assume any obligation or intend to update
these forward-looking statements.
Editorial contacts
HP Inc. Media
RelationsMediaRelations@hp.com
HP Inc. Investor
RelationsInvestorRelations@hp.com
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