By Marisa Wong
Morgantown, W.Va., Sept. 30 – Hewlett-Packard Co. said it has begun cash tender offers to purchase up to $8.85 billion of outstanding debt securities of HP Co.
The tender offers include an any-and-all tender offer and a waterfall tender offer for up to $2.3 billion of notes.
The any-and-all offer covers seven series of notes totaling $6.55 billion. The waterfall offer covers eight series of notes totaling $8.8 billion. The notes are listed in the tables below.
The offers will expire at 11:59 p.m. ET on Oct. 28.
Holders who tender their notes by 5 p.m. ET on Oct. 14, the early tender deadline, will be eligible to receive the applicable total consideration for their tendered notes, which includes an early tender premium of $30 per $1,000 principal amount of notes accepted for purchase.
Pricing will be based on a reference security and fixed spread for each series (except for one series of floating-rate notes) as specified in the tables. Pricing for the any and all offer will be determined at 2 p.m. ET on Oct. 15. Pricing for the waterfall offer will be determined at 11 a.m. ET on Oct. 15.
For the waterfall offer, all notes tendered before the early deadline having a higher priority level will be accepted for purchase before any notes tendered in the offer having a lower priority level, and all notes tendered after the early deadline having a higher priority level will be accepted before any notes tendered after the early deadline having a lower priority level. Notes tendered by the early deadline will be accepted for purchase in priority to other notes tendered after the early deadline even if those notes tendered after the early deadline have a higher priority level than those tendered prior to early deadline.
If purchasing all of the tendered notes of a series on any settlement date would cause the waterfall offer cap to be exceeded, that series will be prorated. In addition, if the waterfall offer is fully subscribed as of the early deadline, holders who tender notes after the deadline will not have any of their notes accepted for payment regardless priority level.
Settlement for notes tendered by the early deadline of both offers is expected to occur on Oct. 16. Settlement of notes tendered after the early deadline is expected to be on Oct. 29.
The tender offers are conditioned on the completion of a financing transaction. Prior to the initial settlement date, Hewlett Packard Enterprise Co., a wholly owned subsidiary of HP Co. that will be separated from HP, intends to offer debt securities through a private placement. A portion of the proceeds will be used to finance the purchase of notes tendered under the tender offers.
However, the tender offers are not cross-conditioned on each other.
Goldman Sachs & Co. (800 828-3182 or 212 357-0422), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and HSBC Securities (USA) Inc. (888 HSBC-4LM or 212 525-5552) are the dealer managers. Global Bondholder Services Corp. (banks and brokers 212 430-3774, all others 866 924-2200) is the tender and information agent.
The information technology company is based in Palo Alto, Calif.
Any-and-all offer
Notes Amount Reference security Fixed spread
| 2.2% notes due December 2015 | $650 million | 0.25% Treasury due Nov. 30, 2015 | 12 bps
|
| 2.65% notes due June 2016 | $1 billion | 0.375% Treasury due May 31, 2016 | 15 bps
|
| 3% notes due September 2016 | $1.3 billion | 0.875% Treasury due Sept. 15, 2016 | 35 bps
|
| 3.3% notes due December 2016 | $850 million | 0.5% Treasury due Nov. 30, 2016 | 37.5 bps
|
| 5.4% notes due March 2017 | $500 million | 0.5% Treasury due Feb. 28, 2017 | 15 bps
|
| 2.6% notes due September 2017 | $1.5 billion | 1% Treasury due Sept. 15, 2017 | 30 bps
|
| 5.5% notes due March 2018 | $750 million | 0.75% Treasury due Feb. 28, 2018 | 30 bps
|
|
|
| Waterfall offer
|
| Notes | Amount Priority | Reference security | Fixed spread
|
| 2.75% notes due January 2019 | $1.25 billion | 1 | 1% Treasury due Sept. 15, 2018 | 80 bps
|
| Floaters due January 2019 | $750 million | 2 | Fixed price of $980 per $1,000 of notes
|
| 3.75% notes due December 2020 | $1.35 billion | 3 | 1.375% Treasury due Aug. 31, 2020 | 105 bps
|
| 4.3% notes due June 2021 $1.25 billion | 4 | 1.375% Treasury due Aug. 31, 2020 | 140 bps
|
| 4.375% notes due September 2021 $1 billion | 5 | 1.375% Treasury due Aug. 31, 2020 | 150 bps
|
| 4.65% notes due December 2021 | $1.5 billion | 6 | 1.375% Treasury due Aug. 31, 2020 | 155 bps
|
| 4.05% notes due September 2022 | $500 million | 7 | 2% Treasury due Aug. 15, 2025 | 110 bps
|
| 6% notes due September 2041 | $1.2 billion | 8 | 3% Treasury due May 15, 2045 | 260 bps
|
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