Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 06 2022 - 03:47PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
dated June 6, 2022
Relating to Preliminary Prospectus
Supplement dated June 6, 2022
to Prospectus dated February 25,
2021
Registration No. 333-235474
HP Inc.
4.750%
notes due 2028
|
Issuer:
|
HP Inc.
|
|
Title of Securities:
|
4.750% notes due 2028 (the “2028 Notes”)
|
|
Anticipated Ratings(1):
|
Baa2 (Moody’s)/ BBB (S&P)/ BBB+ (Fitch)
|
|
Trade Date:
|
June 6, 2022
|
|
Settlement Date
|
June 21, 2022 (T+10)
|
|
Maturity Date
|
January 15, 2028
|
|
Principal Amount:
|
$900,000,000
|
|
Interest Rate:
|
4.750% per annum
|
|
Benchmark
|
UST 2.625% due May 31, 2027
|
|
Benchmark Yield
|
3.032%
|
|
Spread to Benchmark
|
+175 Basis Points
|
|
Reoffer Yield
|
4.782%
|
|
Price to Public (Issue Price):
|
99.841%
|
|
Interest Payment Dates:
|
Semiannually; January 15 and July 15 of each year, commencing
January 15, 2023 (subject to the following business day
convention).
|
|
Method of Calculation:
|
30/360
|
|
Optional Redemption:
|
At any
time prior to December 15, 2027 (one month prior to maturity),
make-whole redemption at Treasury Rate plus 30 basis points. On or
after December 15, 2027 (one month prior to maturity), redemption
at par.
|
|
Special Mandatory Redemption:
|
In the
event that (x) the Poly Acquisition (as defined in the preliminary
prospectus supplement dated June 6, 2022 (the “Preliminary
Prospectus Supplement”)) is not consummated on or prior to June 26,
2023 or (y) the Transaction Agreement (as defined in the
Preliminary Prospectus Supplement) is terminated without the Poly
Acquisition being consummated, the Issuer will be required to
redeem all of the outstanding 2028 Notes at a redemption price
equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest, if any, to (but excluding) the
redemption date.
|
|
CUSIP/ISIN Nos.:
|
40434L
AM7 / US40434LAM72
|
|
Denominations
|
$2,000 X
$1,000
|
|
Joint
Book Running Managers:
|
Goldman
Sachs & Co. LLC
J.P.
Morgan Securities LLC
Wells
Fargo Securities, LLC
BNP
Paribas Securities Corp.
BofA Securities, Inc.
HSBC Securities (USA) Inc.
|
|
Co-Managers
|
Citigroup Global Markets Inc.
MUFG Securities Americas Inc.
Santander Investment Securities Inc.
U.S. Bancorp Investments, Inc.
ING Financial Markets LLC
SG Americas Securities, LLC
Standard Chartered Bank
Credit Agricole Securities (USA) Inc.
Credit Suisse Securities (USA) LLC
Loop Capital Markets LLC
Academy Securities, Inc.
Mischler Financial Group, Inc.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
|
|
(1) |
A securities rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any
time.
|
5.500% notes
due 2033
|
Issuer:
|
HP
Inc.
|
|
Title
of Securities:
|
5.500%
notes due 2033 (the “2033 Notes”)
|
|
Anticipated Ratings(1)
|
Baa2
(Moody’s)/ BBB (S&P)/ BBB+ (Fitch)
|
|
Trade
Date:
|
June 6,
2022
|
|
Settlement Date:
|
June 21,
2022 (T+10)
|
|
Maturity Date
|
January
15, 2033
|
|
Principal Amount:
|
$1,100,000,000
|
|
Interest Rate:
|
5.500%
per annum
|
|
Benchmark
|
UST
2.875% due May 15, 2032
|
|
Benchmark Yield
|
3.034%
|
|
Spread to Benchmark
|
+250
Basis Points
|
|
Reoffer Yield
|
5.534%
|
|
Price
to Public (Issue Price):
|
99.725%
|
|
Interest Payment Dates:
|
Semiannually; January 15 and July 15 of each year, commencing
January 15, 2023 (subject to the following business day
convention).
|
|
Method of Calculation:
|
30/360
|
|
Optional Redemption:
|
At any
time prior to October 15, 2032 (three months prior to maturity),
make-whole redemption at Treasury Rate plus 40 basis points. On or
after October 15, 2032 (three months prior to maturity), redemption
at par.
|
|
Special Mandatory Redemption:
|
In the
event that (x) the Poly Acquisition (as defined in Preliminary
Prospectus Supplement) is not consummated on or prior to June 26,
2023 or (y) the Transaction Agreement (as defined in the
Preliminary Prospectus Supplement) is terminated without the Poly
Acquisition being consummated, the Issuer will be required to
redeem all of the outstanding 2033 Notes at a redemption price
equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest, if any, to (but excluding) the
redemption date.
|
|
CUSIP/ISIN Nos.:
|
40434L
AN5 / US40434LAN55
|
|
Denominations
|
$2,000 X
$1,000
|
|
Joint
Book Running Managers:
|
Goldman
Sachs & Co. LLC
J.P.
Morgan Securities LLC
Wells
Fargo Securities, LLC
BNP
Paribas Securities Corp.
BofA Securities, Inc.
HSBC Securities (USA) Inc.
|
|
Co-Managers
|
Citigroup Global Markets Inc.
MUFG Securities Americas Inc.
Santander Investment Securities Inc.
U.S. Bancorp Investments, Inc.
ING Financial Markets LLC
SG Americas Securities, LLC
Standard Chartered Bank
Credit Agricole Securities (USA) Inc.
Credit Suisse Securities (USA) LLC
Loop Capital Markets LLC
Academy Securities, Inc.
Mischler Financial Group, Inc.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
|
|
(1) |
A securities rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any
time.
|
The Issuer has filed a registration
statement (including a prospectus) with the Securities and Exchange
Commission (the “SEC”) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement, the preliminary prospectus supplement and
other documents the Issuer has filed with the SEC for more complete
information about the Issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, the Issuer, any underwriter or any
dealer participating in the offering will arrange to send you the
prospectus and the related prospectus supplement if you request it
by calling Goldman Sachs & Co. LLC toll free at 1-866-471-2526;
J.P. Morgan Securities LLC at (212) 834-4533, or Wells Fargo
Securities, LLC at (800) 645-3751.
ANY DISCLAIMERS OR OTHER NOTICES THAT
MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING
SENT VIA BLOOMBERG OR ANOTHER MAIL SYSTEM.
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