HP Inc. Announces Early Tender Results for Cash Tender Offer; Increase in the Maximum Amount
11 Juli 2023 - 2:30PM
HP Inc. (“HP”) (NYSE: HPQ) today announced the early tender results
as of 5:00 p.m., New York City time, on July 10, 2023 (the “Early
Tender Deadline”) for 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 (the “Maximum Amount”) from each registered holder
of the applicable Series of Notes (each, a “Holder,” and
collectively, the “Holders”). The Tender Offer will expire at 5:00
p.m., New York City time, on July 25, 2023, unless extended or
earlier terminated by HP (such date and time, as the same may be
extended, the “Expiration Time”).
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were validly tendered and not validly withdrawn in the Tender Offer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 tables
below.
Title of Security |
CUSIP / ISIN |
Aggregate PrincipalAmount
Outstanding |
AcceptancePriorityLevel |
Principal Amount Tendered as of the Early Tender
Deadline |
Percent of Amount Outstanding Tendered |
3.400% Notes dueJune 17, 2030 |
40434L AC9/US40434LAC90 |
$850,000,000 |
1 |
$346,555,000 |
40.77% |
4.200% Notes dueApril 15, 2032 |
40434L AL9/US40434LAL99 |
$1,000,000,000 |
2 |
$323,830,000 |
32.38% |
1.450% Notes dueJune 17, 2026 |
40434L AD7/US40434LAD7340434L AF2/US40434LAF22U44259
BZ8/USU44259BZ80 |
$1,000,000,000 |
3 |
$478,352,000 |
47.84% |
3.000% Notes dueJune 17, 2027 |
40434L AB1/US40434LAB18 |
$1,000,000,000 |
4 |
N/A(1) |
N/A(1) |
4.000% Notes dueApril 15, 2029 |
40434L AK1/US40434LAK17 |
$1,000,000,000 |
5 |
N/A(1) |
N/A(1) |
2.200% Notes dueJune 17, 2025 |
40434L AA3/US40434LAA35 |
$1,150,000,000 |
6 |
N/A(1) |
N/A(1) |
4.750% Notes dueJanuary 15, 2028 |
40434L AM7/US40434LAM72 |
$900,000,000 |
7 |
N/A(1) |
N/A(1) |
(1) The aggregate Purchase Price of Notes validly
tendered prior to the Early Tender Deadline will likely exceed the
Maximum Amount. Therefore, HP does not expect to accept for
purchase any tenders of Notes at Acceptance Priority Levels 4
through 7.
Because the aggregate Purchase Price of Notes validly tendered
prior to the Early Tender Deadline will likely exceed the Maximum
Amount, HP does not expect to accept any further tenders of Notes.
HP will accept for payment, up to the Maximum Amount, Notes validly
tendered and not validly withdrawn in accordance with the
acceptance priority levels specified in the table above and on the
cover page of the Offer to Purchase (as defined below) in the
column entitled “Acceptance Priority Level” (the “Acceptance
Priority Level”). Moreover, HP expects to increase the Maximum
Amount, subject to the calculation of the consideration to be paid
in the Tender Offer, 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
expects to accept none of the Notes tendered with Acceptance
Priority Levels 4 through 7.
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.
Holders of Notes must have validly tendered and not validly
withdrawn their Notes 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 (as described in the Offer to Purchase)
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 Securities, Inc. and J.P. Morgan
Securities LLC at 10:00 a.m., New York City time, on July 11, 2023.
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”). 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 of
the Early Tender Deadline, the Holders’ withdrawal rights have
expired.
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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