HP gives early results of tender offer for seven notes, ups cap

By Marisa Wong

Los Angeles, July 11 – HP Inc. announced the early results of its June 26 cash tender offer to buy notes from seven series for up to a combined total purchase price, excluding accrued interest, of $1 billion.

The aggregate purchase price of the notes tendered by 5 p.m. ET on July 10, the early tender deadline, will likely exceed that cap, according to a Tuesday press release.

As a result, HP does not expect to accept any further tenders of notes but it does expect to increase the maximum amount, subject to calculation of pricing, in order to accept all early tendered notes with acceptance priority levels 1 through 3.

HP expects to accept the following amounts tendered by the early deadline, with the notes listed in order of acceptance priority level:

• $346,555,000, or 40.77%, of the $850 million outstanding 3.4% notes due June 17, 2030 (Cusip: 40434LAC9) for a price that will be based on the 3.375% U.S. Treasury note due May 15, 2033 plus 170 basis points;

• $323.83 million, or 32.38%, of the $1 billion outstanding 4.2% notes due April 15, 2032 (Cusip: 40434LAL9) for a price that will be based on the 3.375% U.S. Treasury note due May 15, 2033 plus 190 bps; and

• $478,352,000, or 47.84%, of the $1 billion outstanding 1.45% notes due June 17, 2026 (Cusips: 40434LAD7, 40434LAF2) for a price that will be based on the 4.125% U.S. Treasury note due June 15, 2026 plus 62 bps.

HP said it expects to accept none of the notes tendered with acceptance priority levels 4 through 7. Those series are

• The $1 billion outstanding 3% notes due June 17, 2027 (Cusip: 40434LAB1) for a price that will be based on the 3.625% U.S. Treasury note due May 31, 2028 plus 100 bps;

• The $1 billion outstanding 4% notes due April 15, 2029 (Cusip: 40434LAK1) for a price that will be based on the 3.625% U.S. Treasury note due May 31, 2028 plus 120 bps;

• The $1.15 billion outstanding 2.2% notes due June 17, 2025 (Cusip: 40434LAA3) for a price that will be based on the 2.875% U.S. Treasury note due June 15, 2025 plus 60 bps; and

• The $900 million outstanding 4% notes due Jan. 15, 2028 (Cusip: 40434LAM71) for a price that will be based on the 3.625% U.S. Treasury note due May 31, 2028 plus 130 bps.

The company did not list the early tendered amounts for those four series.

Pricing will be determined at 10 a.m. ET on July 11.

The total consideration will include an early tender premium of $30 per $1,000 of notes tendered by the early deadline, which was also the withdrawal deadline.

The offer will expire at 5 p.m. ET on July 25.

Settlement is expected to occur on July 27.

BofA Securities, Inc. (888 292-0070 or 980 387-3907) and J.P. Morgan Securities LLC (866 834-4666, 212 834-4818 or +44 20 7134 2468) are the dealer managers.

D.F. King & Co., Inc. (800 628-8528 or 212 269-5550) is the tender agent and the information agent.

HP is a Palo Alto, Calif., technology company.

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