HP Inc. (NYSE: HPQ) today announced an amendment to the Financing
Condition related to its previously announced 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 (the “Original Offer to Purchase”) as amended, supplemented,
modified and updated by supplement no. 1 (the “Supplement” and,
together with the Original Offer to Purchase, as it may be further
supplemented and amended 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 |
|
Acceptance Priority Level |
|
Maturity Date |
|
Principal Amount Outstanding |
|
Total Consideration(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 Original
Offer to Purchase, the Supplement 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. |
Amendment of the Financing Condition to the
OffersThe Financing Condition to each Offer has been
amended and modified to require (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 $3.0 billion (previously $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 $1,000,000,000 (previously $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 also announced today that it has priced $1,150,000,000
aggregate principal amount of 2.200% notes due 2025, $1,000,000,000
aggregate principal amount of 3.000% notes due 2027 and
$850,000,000 aggregate principal amount of 3.400% notes due 2030 in
a registered public offering.
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 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 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.
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 Securities and Exchange Commission. 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
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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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