PALO ALTO, Calif., Oct. 19, 2022 (GLOBE NEWSWIRE) — HP Inc. (NYSE: HPQ) (“HP” or the “Company”) introduced at this time that it commenced a change of management repurchase provide to holders (the “Holders”) for any and all excellent 4.750% notes due 2029 (the “Notes”) of the Company for money (such provide to buy, the “Post-Acquisition Change of Control Repurchase Offer”).
As beforehand introduced, on August 29, 2022, HP accomplished its acquisition (the “Acquisition”) of Plantronics, Inc. (“Poly”). In reference to the Acquisition, HP accomplished its beforehand introduced provide to change (the “Exchange Offer”) any and all excellent notes of Poly (the “Poly Notes”) for as much as $500,000,000 combination principal quantity of the Notes. Pursuant to the Exchange Offer, $491,116,000 combination principal quantity of the Poly Notes had been validly tendered and accepted by HP and a corresponding principal quantity of Notes had been issued in change therefor.
The Post-Acquisition Change of Control Repurchase Offer is being made pursuant to the phrases and topic to the circumstances set forth in (i) the change of management repurchase provide, dated October 19, 2022, as amended and supplemented on occasion (the “Offering Document”) and (ii) the bottom 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 phrases of the Indenture, HP can pay to Holders who train their repurchase proper a repurchase worth in money of 101.000% of the mixture principal quantity of the repurchased Notes, plus any accrued and unpaid curiosity to, however excluding, the November 17, 2022 repurchase date. The combination quantity of accrued and unpaid curiosity with respect to all of the Notes as of the date of such buy will probably be $4,924,802.11. Holders who want to train their repurchase proper should give up their Notes for buy via the transmittal procedures of DTC no later than 11:59 p.m., New York City time, on November 16, 2022 (the “Expiration Date”).
- Holders who maintain their Notes via a dealer, vendor, industrial financial institution, belief firm or different nominee should contact that nominee to give up their Notes and instruct that nominee to give up the Notes on the Holder’s behalf via the transmittal procedures of DTC.
- Holders who’re a DTC participant ought to give up their Notes electronically via DTC’s Automated Tender Offer Program (ATOP), topic to the phrases and procedures of that system, on or earlier than 11:59 p.m., New York City time, on the Expiration Date.
If a Holder doesn’t give up its Notes for buy beneath the Post-Acquisition Change of Control Repurchase Offer, such Holder’s Notes will stay excellent and proceed to accrue curiosity, and such Holder’s rights and obligations as a Holder of Notes won’t be affected. However, if Holders of not lower than 90% in combination principal quantity of the excellent Notes validly tender and don’t withdraw such Notes within the Post-Acquisition Change of Control Repurchase Offer and HP purchases all of such Notes validly tendered and never withdrawn by such Holders, HP can have the fitting to redeem all Notes that stay excellent following the cost date and at a worth in money equal to 101.000% of the mixture principal quantity of the Notes repurchased plus accrued and unpaid curiosity, if any, on the Notes repurchased to, however excluding, the cost date of such redemption.
Promptly upon the expiration of the Post-Acquisition Change of Control Repurchase Offer, HP will settle for for cost all validly surrendered and never validly withdrawn Notes on or previous to the Expiration Date. HP will deposit with The Bank of New York Mellon Trust Company, N.A., because the paying agent (the “Paying Agent”), on November 17, 2022, the suitable quantity of money required to pay for the surrendered Notes, and the Paying Agent will promptly distribute the money to DTC, the only report Holder. DTC will then distribute the money to its contributors in accordance with its procedures.
Holders could withdraw Notes surrendered for buy at any time earlier than 11:59 p.m., New York City time, on the Expiration Date. In order to withdraw Notes, Holders should adjust to the withdrawal procedures of DTC earlier than 11:59 p.m., New York City time, on the Expiration Date.
Holders could contact The Bank of New York Mellon Trust Company, N.A., as Paying Agent, at:
The Bank of New York Mellon Trust Company, N.A.
c/o BNY Mellon
Corporate Trust Operations – Reorg Unit
201 Bryan Street, tenth Floor
Dallas, Texas 75201
Attention: Joseph Felicia
E-mail: [email protected]
Fax: (732) 667-9408
Tel: (315) 414-3349
HP is offering the CUSIP numbers of the Notes, 40434L AP0 and U44259 CB0, solely for the comfort of the Holders of the Notes, however makes no illustration as to the correctness of these CUSIP numbers.
This press launch doesn’t represent a proposal to promote or buy, or a solicitation of a proposal to promote or buy, or the solicitation of tenders with respect to, any safety. No provide, solicitation, buy or sale will probably be made in any jurisdiction wherein such a proposal, solicitation or sale can be illegal. The Post-Acquisition Change of Control Repurchase Offer is being made solely pursuant to the Offering Document and solely to such individuals and in such jurisdictions as are permitted beneath relevant regulation. Holders of Notes ought to learn rigorously the Offering Document, because it incorporates vital data as to the procedures and timing for tendering Notes.
About HP Inc.
HP Inc. (NYSE: HPQ) is a know-how firm that believes one considerate concept has the ability to alter the world. Its product and repair portfolio of private techniques, printers, and 3D printing options helps carry these concepts to life. Visit http://www.hp.com.
Forward-looking statements
This doc incorporates forward-looking statements based mostly on present expectations and assumptions that contain dangers and uncertainties. If the dangers or uncertainties ever materialize or the assumptions show incorrect, the outcomes of HP and its consolidated subsidiaries could differ materially from these expressed or implied by such forward-looking statements and assumptions.
All statements aside from statements of historic reality are statements that could possibly be deemed forward-looking statements, together with, however not restricted to, any statements concerning the potential influence of the COVID-19 pandemic and the actions by governments, companies and people in response to the scenario; projections of internet income, margins, bills, efficient tax charges, internet earnings, internet earnings per share, money flows, profit plan funding, deferred taxes, share repurchases, international forex change charges or different monetary gadgets; any projections of the quantity, timing or influence of value financial savings or restructuring and different prices, deliberate structural value reductions and productiveness initiatives; any statements of the plans, methods and aims of administration for future operations, together with, however not restricted to, our business mannequin and transformation, our sustainability objectives, our go-to-market technique, the execution of restructuring plans and any ensuing value financial savings, internet income or profitability enhancements or different monetary impacts; any statements in regards to the anticipated improvement, demand, efficiency, market share or aggressive efficiency referring to services or products; any statements regarding potential provide constraints, element shortages, manufacturing disruptions or logistics challenges; any statements concerning present or future macroeconomic traits or occasions and the influence of these traits and occasions on HP and its monetary efficiency; any statements concerning pending investigations, claims, disputes or different litigation issues; any statements of expectation or perception, together with with respect to the timing and anticipated advantages of acquisitions and different business mixture and funding transactions; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can even usually be recognized by phrases equivalent to “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and comparable phrases.
Risks, uncertainties and assumptions embrace components referring to the results of the COVID-19 pandemic and the actions by governments, companies and people in response to the scenario, the results of which can give rise to or amplify the dangers related to many of these components listed right here; the necessity to handle (and reliance on) third-party suppliers, together with with respect to element shortages, and the necessity to handle HP’s world, multi-tier distribution community, restrict potential misuse of pricing applications by HP’s channel companions, adapt to new or altering marketplaces and successfully ship HP’s providers; HP’s means to execute on its strategic plan, together with the beforehand introduced initiatives, business mannequin modifications and transformation; execution of deliberate structural value reductions and productiveness initiatives; HP’s means to finish any contemplated share repurchases, different capital return applications or different strategic transactions; the aggressive pressures confronted by HP’s companies; dangers related to executing HP’s technique and business mannequin modifications and transformation; efficiently innovating, growing and executing HP’s go-to-market technique, together with on-line, omnichannel and contractual gross sales, in an evolving distribution, reseller and buyer panorama; the event and transition of new services and the enhancement of present services to satisfy evolving buyer wants and reply to rising technological traits; efficiently competing and sustaining the worth proposition of HP’s merchandise, together with provides; challenges to HP’s means to precisely forecast inventories, demand and pricing, which can be on account of HP’s multi-tiered channel, gross sales of HP’s merchandise to unauthorized resellers or unauthorized resale of HP’s merchandise or our uneven gross sales cycle; integration and different dangers related to business mixture and funding transactions; the outcomes of HP’s restructuring plans, together with estimates and assumptions associated to the fee (together with any potential disruption of HP’s business) and the anticipated advantages of the restructuring plans; the safety of HP’s mental property belongings, together with mental property licensed from third events; the hiring and retention of key workers; the influence of macroeconomic and geopolitical traits, modifications and occasions, together with the Russian invasion of Ukraine and its regional and world ramifications, current volatility in world capital markets, will increase in benchmark rates of interest and the results of inflation; dangers related to HP’s worldwide operations; the execution and efficiency of contracts by HP and its suppliers, clients, shoppers and companions, together with logistical challenges with respect to such execution and efficiency; modifications in estimates and assumptions HP makes in reference to the preparation of its monetary statements; disruptions in operations from system safety dangers, information safety breaches, cyberattacks, excessive climate circumstances or different results of local weather change, medical epidemics or pandemics such because the COVID-19 pandemic, and different pure or artifical disasters or catastrophic occasions; the influence of modifications to federal, state, native and international legal guidelines and laws, together with environmental laws and tax legal guidelines; potential impacts, liabilities and prices from pending or potential investigations, claims and disputes; and different dangers which are described in our filings with the SEC, together with however not restricted to the dangers described beneath the caption “Risk Factors” contained in Item 1A of Part I of our Annual Report on Form 10-Okay for the fiscal yr ended October 31, 2021, in addition to 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 doesn’t assume any obligation or intend to replace these forward-looking statements.
