HP amends financing condition under tender offers for four notes

By Marisa Wong

Los Angeles, June 10 – HP Inc. said it amended the financing condition related to its offers to purchase for cash any and all of its notes from four series.

As announced on June 9, HP is offering to purchase the following notes, listed in order of acceptance priority level and with the total consideration per $1,000 principal amount:

• $648,781,000 3.75% global notes due Dec. 1, 2020 (Cusip: 428236BF9) at $1,015.50;

• $667,079,000 4.3% global notes due June 1, 2021 (Cusip: 428236BM4) at $1,037.00;

• $537,918,000 4.375% global notes due Sept. 15, 2021 (Cusip: 428236BQ5) at $1,045.00; and

• $695,162,000 4.65% global notes due Dec. 9, 2021 (Cusip: 428236BV4) at $1,056.75.

Each offer is subject to a financing condition. According to a Wednesday press release, the offers are now 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.

If the financing condition is not satisfied for a particular series of notes, then no notes of that series or any series having a lower acceptance priority level will be accepted for purchase.

HP also announced on Wednesday that it 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.

The tender offers expire at 5 p.m. ET on June 16. Tenders may be withdrawn at any time prior to the expiration date.

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.

If any series of notes is accepted for purchase under the offers, all notes of that series will be accepted for purchase. As a result, no series of notes accepted for purchase will be prorated.

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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