HP Inc. (NYSE: HPQ) today announced its offers to purchase for cash
any and all of the Notes listed in the table below (the
“Notes”). The offers to purchase with respect to each series
of Notes are being referred to herein as the “Offers” and each, an
“Offer.” Each Offer is made upon the terms and subject to the
conditions set forth in the offer to purchase, dated June 9,
2020 (as may be amended or supplemented from time to time, the
“Offer to Purchase”), and its accompanying notice of guaranteed
delivery (the “Notice of Guaranteed Delivery” and, together with
the Offer to Purchase, the “Tender Offer Documents”).
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase.
Title of Security |
CUSIP / ISIN |
AcceptancePriorityLevel |
Maturity Date |
PrincipalAmountOutstanding |
TotalConsideration(1) |
3.750% Global Notes due December 1, 2020 |
428236BF9/ US428236BF92 |
1 |
December 1, 2020 |
$648,781,000 |
$1,015.50 |
4.300% Global Notes due June 1, 2021 |
428236BM4/ US428236BM44 |
2 |
June 1, 2021 |
$667,079,000 |
$1,037.00 |
4.375% Global Notes due September 15, 2021 |
428236BQ5/ US428236BQ57 |
3 |
September 15, 2021 |
$537,918,000 |
$1,045.00 |
4.650% Global Notes due December 9, 2021 |
428236BV4/ US428236BV43 |
4 |
December 9, 2021 |
$695,162,000 |
$1,056.75 |
(1) Per $1,000 principal amount of the Notes.
All documentation relating to the Offers, including the Offer to
Purchase and the Notice of Guaranteed Delivery, together with any
updates, are available from the Information Agent and the Tender
Agent, as set forth below, and will also be available via the Offer
Website: http://www.dfking.com/hp.
Timetable for the Offers
Date |
Calendar Dates |
Commencement of the Offers |
June 9, 2020. |
Withdrawal Date |
5:00 p.m., New York City time, on June 16, 2020, unless
extended with respect to any Offer. |
Expiration Date |
5:00 p.m., New York City time, on June 16, 2020, unless
extended with respect to any Offer. |
Settlement Date |
Expected to be the first business day after the Expiration
Date. The expected Settlement Date is June 17, 2020,
unless extended with respect to any Offer, other than for Notes
tendered pursuant to the Guaranteed Delivery Procedures. |
Guaranteed Delivery Date |
5:00 p.m., New York City time, on the second business day after the
Expiration Date, expected to be on June 18, 2020, unless
extended with respect to any Offer. |
Guaranteed Delivery Settlement Date |
Expected to be the first business day after the Guaranteed Delivery
Date. The expected Guaranteed Delivery Settlement Date is
June 19, 2020, with respect to each Offer unless extended with
respect to such Offer. |
Purpose of the OffersThe primary purpose of the
Offers is to acquire and retire outstanding Notes. Each Offer
is subject to the satisfaction of certain conditions as more fully
described under the heading “—Conditions to the Offers” in the
Offer to Purchase, including, among other things, the Financing
Condition. Notes that are accepted in the Offers will be
purchased, retired and cancelled by HP or its subsidiaries, as
applicable, and will no longer remain outstanding obligations of
HP.
Details of the OffersThe Offers will expire at
5:00 p.m., New York City time, on June 16, 2020 (as the same
may be extended with respect to such Offer, the “Expiration
Date”). Tendered Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on June 16, 2020 (as the same
may be extended with respect to any Offer, the “Withdrawal Date”),
but not thereafter, except as required by applicable law as
described in the Offer to Purchase. None of the Offers is
conditioned upon completion of any of the other Offers, and each
Offer otherwise operates independently from the other Offers.
None of the Offers is conditioned on any minimum amount of Notes
being tendered.
For a Holder who holds Notes through DTC to validly tender Notes
pursuant to the Offers, an Agent’s Message 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 Date
or, if pursuant to the Guaranteed Delivery Procedures, at or prior
to 5:00 p.m., New York City time, on June 18, 2020 (the
“Guaranteed Delivery Date”). 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.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, Holders who (i) validly tender Notes
at or prior to the Expiration Date (and do not validly withdraw
such Notes at or prior to the Withdrawal Date), or
(ii) deliver a properly completed and duly executed Notice of
Guaranteed Delivery (or comply with ATOP procedures applicable to
guaranteed delivery) and all other required documents at or prior
to the Expiration Date and validly tender their Notes at or prior
to the Guaranteed Delivery Date pursuant to Guaranteed Delivery
Procedures, and, in each case, whose Notes are accepted for
purchase by us, will receive the applicable Total Consideration for
each $1,000 principal amount of Notes as set forth on the table
above, which will be payable in cash.
Each Offer is conditioned on (1) the successful completion,
after the date hereof, of one or more offerings by HP (the “New
Offering”) of notes with stated maturities occurring after
December 9, 2021, in a total aggregate principal amount of not
less than $2.5 billion (on terms and conditions satisfactory to HP,
in its sole discretion) and (2) (i) in the case of the Offer with
respect to the 3.750% Global Notes due December 1, 2020 (the
“2020 Notes”), the net proceeds of the New Offering shall be
sufficient to fund the aggregate Total Consideration and the
applicable Accrued Coupon Payment for all 2020 Notes tendered in
the applicable Offer and (ii) in the case of each of the
Offers with respect to the 4.300% Global Notes due June 1, 2021,
the 4.375% Global Notes due September 15, 2021 and the 4.650%
Global Notes due December 9, 2021 (collectively, the “2021 Notes”),
the net proceeds of the New Offering shall be sufficient to fund
the aggregate Total Consideration and the applicable Accrued Coupon
Payment for all 2021 Notes of such series (after funding the
aggregate Total Consideration and the applicable Accrued Coupon
Payment for all validly tendered and not validly withdrawn Notes of
a series having a higher Acceptance Priority Level (including the
2020 Notes)) tendered in the applicable Offer, provided that our
obligation to complete an Offer with respect to a particular series
of 2021 Notes is conditioned on the aggregate Total Consideration
and the applicable Accrued Coupon Payment payable in respect of
2021 Notes accepted for purchase in the aggregate not exceeding
$750,000,000, and, in each case, subject to the provisions below
(collectively, the “Financing Condition”).
If the Financing Condition is not satisfied for a particular
series of Notes, then no Notes of such series or any series of
Notes having a lower Acceptance Priority Level will be accepted for
purchase. If any series of Notes is accepted for purchase
under the Offers, all Notes of that series that are validly
tendered and not validly withdrawn will be accepted for
purchase. As a result, no series of Notes accepted for
purchase will be prorated.
HP expressly reserves the right, in its sole discretion, to
amend, extend or, upon failure of any condition described in the
Offer to Purchase to be satisfied or waived (including, among other
things, the Financing Condition), to terminate any of the Offers at
any time at or prior to the Expiration Date. HP also reserves
the right, in its sole discretion, subject to applicable law, to
terminate any of the Offers at any time at or prior to the
Expiration Date.
HP has retained J.P. Morgan Securities LLC, Morgan Stanley &
Co. LLC and Wells Fargo Securities, LLC to act as the Lead Dealer
Managers, and BNP Paribas Securities Corp., Goldman Sachs & Co.
LLC and HSBC Securities (USA) Inc. to act as Co-Dealer Managers, in
connection with the Offers (collectively, the “Dealer
Managers”). Questions regarding terms and conditions of the
Offers should be directed to J.P. Morgan Securities LLC by
calling toll free at 866-834-4666 or collect at 212-834-4087, to
Morgan Stanley & Co. LLC by calling toll free at 800-624-1808
or collect at 212-761-1057, or to Wells Fargo Securities, LLC by
calling toll free at 866-309-6316 or collect at 704-410-4756.
D.F. King & Co., Inc. has been appointed as information
agent (the “Information Agent”) and tender agent (the “Tender
Agent”) in connection with the Offers. Questions or requests
for assistance in connection with the Offers or the delivery of
Tender Instructions, or for additional copies of the Tender Offer
Documents, may be directed to D.F. King & Co., Inc. by calling
toll free at 800-499-8541 or collect at 212-269-5550 or via e-mail
at hp@dfkingltd.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Tender Offer Documents
can be accessed at the Offer Website: http://www.dfking.com/hp.
Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, constitutes an offer to sell or
buy Notes, as applicable, in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such offer
or solicitation under applicable securities laws or otherwise.The
distribution of this announcement in certain jurisdictions may be
restricted by law. In those jurisdictions where the
securities, blue sky or other laws require the Offers to be made by
a licensed broker or dealer and the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offers shall be deemed to be made by the
Dealer Managers or such affiliate (as the case may be) on behalf of
HP in such jurisdiction.
Forward-looking statementsThis press release
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, performance, market
share or competitive performance relating to products or services;
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 or disputes; 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; HP’s
ability to execute on its strategic plan, including the recently
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 need to address the many challenges facing HP’s
businesses; 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 and reseller
landscape; the development and transition of new products and
services and the enhancement of existing products and services to
meet customer needs and respond to emerging technological trends;
successfully competing and maintaining the value proposition of
HP’s products, including supplies; the need to manage third-party
suppliers, 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; 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; integration and
other risks associated with business combination and investment
transactions; the results of the 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 and events; risks
associated with HP’s international operations; the execution and
performance of contracts by HP and its suppliers, customers,
clients and partners; disruptions in operations from system
security risks, data protection breaches, cyberattacks, extreme
weather conditions, medical epidemics or pandemics such as the
COVID-19 pandemic, and other natural or manmade disasters or
catastrophic events; the impact of changes in tax laws; potential
liabilities and costs from pending or potential investigations,
claims and disputes; and other risks that are described in HP’s
Annual Report on Form 10-K for the fiscal year ended October 31,
2019, HP’s Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 31, 2020 and April 30, 2020 and HP’s other filings
with the Securities and Exchange Commission (the “SEC”).
As in prior periods, the financial information set forth in this
document, including any tax-related items, reflects estimates based
on information available at this time. While HP believes these
estimates to be reasonable, these amounts could differ materially
from reported amounts in HP’s Quarterly Reports on Form 10-Q for
the fiscal quarter ended July 31, 2020, Annual Report on Form 10-K
for the fiscal year ended October 31, 2020 and HP’s other filings
with the SEC. The forward-looking statements in this press release
are made as of the date of this document and HP assumes no
obligation and does not intend to update these forward-looking
statements.
HP’s Investor Relations website at investor.hp.com contains
a significant amount of information about HP, including financial
and other information for investors. HP encourages investors to
visit its website from time to time, as information is updated, and
new information is posted. The content of HP’s website is not
incorporated by reference into this press release or in any other
report or document HP files with the SEC, and any references to
HP’s website are intended to be inactive textual references
only.
About HP Inc.HP Inc. creates technology that
makes life better for everyone, everywhere. Through our product and
service portfolio of personal systems, printers and 3D printing
solutions, we engineer experiences that amaze. More information
about HP Inc. is available at hp.com.
© Copyright 2020 HP Development Company, L.P. The information
contained herein is subject to change without notice. The only
warranties for HP 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 shall not be liable for technical or
editorial errors or omissions contained herein.
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