HP Inc. Announces Pricing for its Cash Tender Offer
July 11 2023 - 3:45PM
HP Inc. (“HP”) (NYSE: HPQ) today announced the pricing of its
previously announced cash tender offer (the “Tender Offer”) to
purchase 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) equal to $1,000,000,000 (which amount is being
increased as described herein) (the “Maximum Amount”) from each
registered holder of the applicable Series of Notes (each, a
“Holder,” and collectively, the “Holders”), subject to certain
acceptance priority levels specified in the table below (the
“Acceptance Priority Levels”).
The terms and conditions 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”).
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 corresponding to the bid-side price of the applicable
Reference U.S. Treasury Security specified for such Series in the
table below, 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.
Holders of Notes must have validly tendered and not validly
withdrawn their Notes at or before the 5:00 p.m., New York City
time, on July 10, 2023 (the “Early Tender Deadline”) to be eligible
to receive the applicable Total Consideration (as set forth in the
table below) 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”). 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 (as defined below).
Title of Security |
CUSIP / ISIN |
Aggregate PrincipalAmount
Outstanding |
AcceptancePriorityLevel |
ReferenceSecurity |
BloombergReferencePage |
Reference Treasury Yield |
FixedSpread |
TotalConsideration(1)
(2) |
3.400% Notes dueJune 17, 2030 |
40434L AC9/US40434LAC90 |
$850,000,000 |
1 |
3.375% U.S. Treasury Notes due May 15, 2033 |
FIT1 |
3.998% |
170 bps |
$870.53 |
4.200% Notes dueApril 15, 2032 |
40434L AL9/US40434LAL99 |
$1,000,000,000 |
2 |
3.375% U.S. Treasury Notes due May 15, 2033 |
FIT1 |
3.998% |
190 bps |
$885.49 |
1.450% Notes dueJune 17, 2026 |
40434L AD7/US40434LAD7340434L AF2/US40434LAF22U44259
BZ8/USU44259BZ80 |
$1,000,000,000 |
3 |
4.125% U.S. Treasury Notes due June 15, 2026 |
FIT1 |
4.571% |
65 bps |
$900.06 |
3.000% Notes dueJune 17, 2027 |
40434L AB1/US40434LAB18 |
$1,000,000,000 |
4 |
N/A |
N/A |
N/A |
N/A |
N/A (3) |
4.000% Notes dueApril 15, 2029 |
40434L AK1/ US40434LAK17 |
$1,000,000,000 |
5 |
N/A |
N/A |
N/A |
N/A |
N/A (3) |
2.200% Notes dueJune 17, 2025 |
40434L AA3/US40434LAA35 |
$1,150,000,000 |
6 |
N/A |
N/A |
N/A |
N/A |
N/A (3) |
4.750% Notes dueJanuary 15, 2028 |
40434L AM7/US40434LAM72 |
$900,000,000 |
7 |
N/A |
N/A |
N/A |
N/A |
N/A (3) |
(1) |
Per $1,000 principal amount of Notes. |
(2) |
Includes the Early Tender Premium per $1,000 principal amount of
Notes for each Series. |
(3) |
The aggregate Purchase Price of Notes validly tendered prior to the
Early Tender Deadline exceeded the Maximum Amount. Therefore, HP
does not expect to accept for purchase any tenders of Notes with
Acceptance Priority Levels 4 through 7. |
As previously announced, because the aggregate Purchase Price of
Notes validly tendered prior to the Early Tender Deadline exceeded
the original Maximum Amount, HP does not expect to accept any
further tenders of Notes. HP is increasing the Maximum Amount to
approximately $1.019 billion in order to accept for payment all
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Deadline with Acceptance Priority Levels 1 through 3.
HP does not expect to accept for purchase any Notes tendered with
Acceptance Priority Levels 4 through 7.
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”). As of the Early
Tender Deadline, the Holders’ withdrawal rights have expired.
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 will be on July 27, 2023 (the
“Settlement Date”).
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 Joint-Lead Dealer Managers in connection with the Tender
Offer. BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and
Wells Fargo Securities, LLC are serving as Co-Dealer Managers.
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.
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