HP Inc. Announces Cash Tender Offer for Up to $1.75 Billion of Debt SecuritiesPALO ALTO, Calif., Mar. 9, 2018 (GLOBENEWSWIRE) - HP Inc. ( HP ) (NYSE: HPQ) today announced it has commenced a cash tender offer (the Tender Offer ) to purchase outstanding debt securities of HP:
Up to a combined aggregate principal amount of the notes listed in the table below (collectively, the Notes, and each a Series of Notes) from each registered holder of the applicable Series of Notes (each, a Holder, and collectively, the Holders ) equal to $1,750,000,000 (the Maximum Amount ), subject to certain acceptance priority levels and the applicable Maximum Tender SubCaps, each as specified in the table below.
HP remains committed to a strong balance sheet, maintaining an investment grade credit rating, and a more balanced long-term debt maturity profile.
Indicative timetable for the Tender Offer:
Event
Commencement March 9, 2018
Early Tender Deadline 5:00 p.m., New York City time, on March 22, 2018, unless extended with respect to one or more Series of Notes.
Withdrawal Deadline 5:00 p.m., New York City time, on March 22, 2018, except in certain limited circumstances where additional withdrawal rights are required by law.
Price Determination Date 11:00 a.m., New York City time, on March 23, 2018, unless extended with respect to one or more Series of Notes.
Initial Settlement Date Promptly after the Early Tender Deadline. Expected to be March 26, 2018, but subject to change.
Expiration Time 11:59 p.m., New York City time, on April 5, 2018, unless extended with respect to one or more Series of Notes.
Final Settlement Date Promptly after the Expiration Time. Expected to be April 6, 2018, the first business day following the Expiration Time, but subject to change.
In connection with the Tender Offer, HP also commenced a solicitation (the Consent Solicitation ) of consents (the Consents ) from Holders of HP's 4.650% Global Notes due December 9, 2021 (the 4.650% Notes ) to amend certain provisions (the Proposed Amendments ) of the Senior Debt Securities Indenture dated as of June 1, 2000 (the Indenture ) under which the 4.650% Notes were issued and as it relates to the 4.650% Notes. The Proposed Amendments would amend the applicable Indenture as described in the Offer to Purchase to, among other things, eliminate substantially all of the restrictive covenants under the Indenture exclusively with respect to the 4.650% Notes. The Proposed Amendments must be consented to by Holders of a majority in principal amount of the outstanding 4.650% Notes issued under the Indenture in order to be adopted with respect to the 4.650% Notes.
The complete terms of the Tender Offer and the Consent Solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement dated March 9, 2018 (as it may be amended or supplemented from time to time, the Offer to Purchase ) and in the accompanying Consent and Letter of Transmittal (the Letter of Transmittal ). Consummation of the Tender Offer and the Consent Solicitation 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 and/or the Consent Solicitation with respect to one or more Series of Notes and/or increase or decrease the Maximum Amount and/or any Maximum Tender SubCap. The Tender Offer is neither conditioned upon any minimum amount of Notes being tendered nor on the satisfaction of the conditions to the Consent Solicitation. There are no guaranteed delivery provisions applicable to the Tender Offer or the Consent Solicitation.
The Tender Offer and the Consent Solicitation will expire at 11:59 p.m., New York City time, on April 5, 2018, unless extended (such date and time, as the same may be extended, the Expiration Time ). Holders of Notes must validly tender and not validly withdraw their Notes and, with respect to the 4.650% Notes, validly deliver and not validly revoke Consents to the Proposed Amendments to the Indenture, at or before 5:00 p.m., New York City time, on March 22, 2018, unless extended (such date and time, as the same may be extended, the Early Tender Deadline ), to be eligible to receive the applicable Total Consideration (as set forth in the table above) 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 ) as set forth in the table above. 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 (the Fixed Spread ) specified for such Series (as set forth in the table above) over the yield (the Reference Yield ) corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series in the table above (the Reference U.S. Treasury Security ), as calculated by BofA Merrill Lynch and Citigroup Global Markets Inc. at 11:00 a.m., New York City time, on March 23, 2018 (such time and date, as the same may be extended, the Price Determination Time ). Assuming the Tender Offer and Consent Solicitation are not extended and the conditions to the Tender Offer and Consent Solicitation are satisfied or waived, HP expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline (the Initial Settlement Date ) will be on March 26, 2018, and that settlement for Notes validly tendered after the Early Tender Deadline and on or before the Expiration Time will be on April 6, 2018. Notes tendered may be validly withdrawn, and Consents may be validly revoked, at
