HP Announces Commencement of Change of Control Offer for 4.750% Notes due 2029
PALO ALTO, Calif., Oct. 19, 2022 (GLOBE NEWSWIRE) -- HP Inc. (NYSE: HPQ) (“HP” or the “Company”) announced today that it commenced a change of control repurchase offer to holders (the “Holders”) for any and all outstanding 4.750% notes due 2029 (the “Notes”) of the Company for cash (such offer to purchase, the “Post-Acquisition Change of Control Repurchase Offer”).
As previously announced, on August 29, 2022, HP completed its acquisition (the “Acquisition”) of Plantronics, Inc. (“Poly”). In connection with the Acquisition, HP completed its previously announced offer to exchange (the “Exchange Offer”) any and all outstanding notes of Poly (the “Poly Notes”) for up to $500,000,000 aggregate principal amount of the Notes. Pursuant to the Exchange Offer, $491,116,000 aggregate principal amount of the Poly Notes were validly tendered and accepted by HP and a corresponding principal amount of Notes were issued in exchange therefor.
The Post-Acquisition Change of Control Repurchase Offer is being made pursuant to the terms and subject to the conditions set forth in (i) the change of control repurchase offer, dated October 19, 2022, as amended and supplemented from time to time (the “Offering Document”) and (ii) the base indenture, dated as of June 17, 2020 (as amended and supplemented by the second supplemental indenture, dated September 1, 2022, with respect to the Notes), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Pursuant to the terms of the Indenture, HP will pay to Holders who exercise their repurchase right a repurchase price in cash of 101.000% of the aggregate principal amount of the repurchased Notes, plus any accrued and unpaid interest to, but excluding, the November 17, 2022 repurchase date. The aggregate amount of accrued and unpaid interest with respect to all of the Notes as of the date of such purchase will be $4,924,802.11. Holders who wish to exercise their repurchase right must surrender their Notes for purchase through the transmittal procedures of DTC no later than 11:59 p.m., New York City time, on November 16, 2022 (the “Expiration Date”).
If a Holder does not surrender its Notes for purchase under the Post-Acquisition Change of Control Repurchase Offer, such Holder’s Notes will remain outstanding and continue to accrue interest, and such Holder’s rights and obligations as a Holder of Notes will not be affected. However, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in the Post-Acquisition Change of Control Repurchase Offer and HP purchases all of such Notes validly tendered and not withdrawn by such Holders, HP will have the right to redeem all Notes that remain outstanding following the payment date and at a price in cash equal to 101.000% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the payment date of such redemption.
Promptly upon the expiration of the Post-Acquisition Change of Control Repurchase Offer, HP will accept for payment all validly surrendered and not validly withdrawn Notes on or prior to the Expiration Date. HP will deposit with The Bank of New York Mellon Trust Company, N.A., as the paying agent (the “Paying Agent”), on November 17, 2022, the appropriate amount of cash required to pay for the surrendered Notes, and the Paying Agent will promptly distribute the cash to DTC, the sole record Holder. DTC will then distribute the cash to its participants in accordance with its procedures.
Holders may withdraw Notes surrendered for purchase at any time before 11:59 p.m., New York City time, on the Expiration Date. In order to withdraw Notes, Holders must comply with the withdrawal procedures of DTC before 11:59 p.m., New York City time, on the Expiration Date.
Holders may contact The Bank of New York Mellon Trust Company, N.A., as Paying Agent, at:
The Bank of New YorkMellon Trust Company, N.A.
Corporate Trust Operations – Reorg Unit
201 Bryan Street, 10th Floor
Dallas, Texas 75201
Attention: Joseph Felicia
E-mail: [email protected]
Fax: (732) 667-9408
Tel: (315) 414-3349
HP is providing the CUSIP numbers of the Notes, 40434L AP0 and U44259 CB0, solely for the convenience of the Holders of the Notes, but makes no representation as to the correctness of these CUSIP numbers.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Post-Acquisition Change of Control Repurchase Offer is being made solely pursuant to the Offering Document and only to such persons and in such jurisdictions as are permitted under applicable law. Holders of Notes should read carefully the Offering Document, as it contains important information as to the procedures and timing for tendering Notes.
About HP Inc.
HP Inc. (NYSE: HPQ) is a technology company that believes one thoughtful idea has the power to change the world. Its product and service portfolio of personal systems, printers, and 3D printing solutions helps bring these ideas to life. Visit http://www.hp.com.
This document 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, demand, performance, market share or competitive performance relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; 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, disputes or other litigation matters; 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; the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to 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; HP’s ability to execute on its strategic plan, including the previously 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 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, reseller and customer landscape; the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; 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 or our uneven sales cycle; integration and other risks associated with business combination and investment transactions; the results of HP’s 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, changes and events, including the Russian invasion of Ukraine and its regional and global ramifications, recent volatility in global capital markets, increases in benchmark interest rates and the effects of inflation; risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and partners, including logistical challenges with respect to such execution and performance; changes in estimates and assumptions HP makes in connection with the preparation of its financial statements; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events; the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws; potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and other risks that are described in our filings with the SEC, including but not limited to the risks described under the caption “Risk Factors” contained in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended October 31, 2021, as well as in Item 1A of Part II of our Quarterly Reports on Form 10-Q for the fiscal quarter ended January 31, 2022, the fiscal quarter ended April 30, 2022 and the fiscal quarter ended July 31, 2022. HP does not assume any obligation or intend to update these forward-looking statements.