HP Inc. (NYSE: HPQ) today announced the pricing of its underwritten
public offering of $2.0 billion aggregate principal amount of
senior unsecured notes, consisting of $1.0 billion aggregate
principal amount of its 4.000% notes due 2029 (the “2029 notes”) at
a public offering price of 99.767% of the principal amount, and
$1.0 billion aggregate principal amount of its 4.200% notes due
2032 at a public offering price of 99.966% of the principal amount
(the “2032 notes” and together with the 2029 notes, the “Notes”).
HP intends to use the net proceeds from the offering for general
corporate purposes, which may include, without limitation,
repayment and refinancing of debt (including the repayment of HP’s
4.05% notes due September 2022 at maturity), funding of acquisition
opportunities (which may include the acquisition of Poly), cash on
balance sheet, working capital, capital expenditures, and share
repurchases.
The issuance of the Notes is expected to close on March 31,
2022, subject to customary closing conditions.
BNP Paribas Securities Corp., BofA Securities, Inc., Goldman
Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC are acting as joint
book-running managers for the offering.
The Notes are being offered pursuant to an effective shelf
registration statement (including a prospectus) on Form S-3
previously filed with the Securities and Exchange Commission (SEC).
A preliminary prospectus supplement relating to the offering has
been filed with the SEC and is available on the SEC’s website at
www.sec.gov. Before you invest, you should read the prospectus in
that registration statement (including the preliminary prospectus
supplement for the offering to which this communication relates)
and other documents HP has filed with the SEC for more complete
information about HP and the offering. You may obtain these
documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, these documents may be obtained from
BNP Paribas Securities Corp. by calling toll-free at
1-800-854-5674; from BofA Securities, Inc. by calling toll-free at
1-800-294-1322; from Goldman Sachs & Co. LLC by calling
toll-free at 1-866-471-2526; or from HSBC Securities (USA) Inc. by
calling toll-free at 1-866-811-8049.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the
Notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. This press release shall
not constitute a notice of redemption of the 4.05% notes due
September 2022.
Forward-Looking Statements
This press release 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 descriptions 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 the 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 and events,
including the unfolding situation in Ukraine and its regional and
global ramifications 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 HP’s
Annual Report on Form 10-K for the fiscal year ended October 31,
2021 and HP’s Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 2022, and that are otherwise described or updated
from time to time in HP’s other filings with the Securities and
Exchange Commission (the “SEC”).
The forward-looking statements in this press release are made as
of the date of this document and HP assumes no obligation and does
not intend to update these forward-looking statements.
HP’s Investor Relations website at investor.hp.com contains a
significant amount of information about HP, including financial and
other information for investors. HP encourages investors to visit
its website from time to time, as information is updated, and new
information is posted. The content of HP’s website is not
incorporated by reference into this press release or in any other
report or document HP files with the SEC, and any references to
HP’s website are intended to be inactive textual references
only.
About HPHP 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.
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