HP accepts tenders for $682.54 million of notes from four series

By Marisa Wong

Los Angeles, June 17 – HP Inc. announced the results of its offers to purchase for cash any and all of its notes from four series.

As of 5 p.m. ET on June 16, the expiration of the offer, holders had tendered the following notes, listed in order of acceptance priority level and with the total consideration per $1,000 principal amount:

• $176,439,000, or 27.2%, of the $648,781,000 outstanding 3.75% global notes due Dec. 1, 2020 (Cusip: 428236BF9) at $1,015.50;

• $270,957,000, or 40.62%, of the $667,079,000 outstanding 4.3% global notes due June 1, 2021 (Cusip: 428236BM4) at $1,037.00;

• $125,916,000, or 23.41%, of the $537,918,000 outstanding 4.375% global notes due Sept. 15, 2021 (Cusip: 428236BQ5) at $1,045.00; and

• $109,229,000, or 15.71%, of the $695,162,000 outstanding 4.65% global notes due Dec. 9, 2021 (Cusip: 428236BV4) at $1,056.75.

Those amounts tendered exclude $132,000 of 3.75% notes, $1,377,000 of 4.3% notes, $150,000 of 4.375% notes and $117,000 of 4.65% notes tendered under guaranteed delivery procedures, according to a Wednesday press release.

As announced on June 9, each offer is subject to a financing condition. According to a prior press release, the offers were amended to be conditioned on the following:

• Successful completion of one or more offerings by HP of notes with stated maturities occurring after Dec. 9, 2021 in an aggregate principal amount of at least $3 billion, increased from $2.5 billion;

• In the case of the offer for the notes due 2020, net proceeds of the new offering being sufficient to fund the total consideration and accrued interest for all tendered 2020 notes; and

• In the case of each of the offers for the three series of notes due 2021, net proceeds of the new offering being sufficient to fund the total consideration and accrued interest for all tendered 2021 notes of the applicable series, after funding the aggregate total consideration and applicable interest for all tendered notes of a series having a higher acceptance priority level (including the 2020 notes), provided that HP’s obligation to complete an offer with respect to a particular series of 2021 notes is conditioned on the aggregate total consideration and accrued interest payable for 2021 notes accepted for purchase not exceeding $1 billion, previously $750 million.

On June 9 HP priced $1.15 billion of 2.2% notes due 2025, $1 billion of 3% notes due 2027 and $850 million of 3.4% notes due 2030.

Had the financing condition not been satisfied for a particular series of notes, then no notes of that series or any series having a lower acceptance priority level would have been accepted for purchase.

Because the aggregate total consideration and the applicable interest payable for the 2021 notes did not exceed $1 billion, HP has accepted for purchase all $682,541,000 of notes tendered, according to Wednesday’s announcement.

No series of notes accepted for purchase will be prorated.

Settlement is slated for June 17.

Tenders under guaranteed delivery procedures must be submitted by 5 p.m. ET on June 18. Those tenders are expected to settle on June 19.

J.P. Morgan Securities LLC (866 834-4666 or 212 834-4087), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4756) are the lead dealer managers. BNP Paribas Securities Corp., Goldman Sachs & Co. LLC and HSBC Securities (USA) Inc. are co-dealer managers.

D.F. King & Co., Inc. (800 499-8541 or 212 269-5550 or hp@dfkingltd.com) is the information agent and tender agent.

The computer hardware and printer company is based in Palo Alto, Calif.

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