HP Inc. Announces Debt Tender Offers

PALO ALTO, Calif., June 09, 2020 (GLOBE NEWSWIRE) -- 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 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 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 Offers
The 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 Offers
The 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.

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