UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 14, 2015
Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE | 1-4423 | 94-1081436 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
3000 HANOVER STREET, PALO ALTO, CA | 94304 | |||
(Address of principal executive offices) | (Zip code) |
(650) 857-1501
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On October 14, 2015, Hewlett-Packard Company (HP Co.) issued a press release announcing the early tender results of its previously announced cash tender offers (the Tender Offers) for (i) any and all of certain of HP Co.s notes currently outstanding in an aggregate principal amount of $6.55 billion (the Any and All Tender Offer) and (ii) up to a combined aggregate principal amount equal to $2.30 billion of certain of HP Co.s outstanding notes (the Waterfall Tender Offer), each pursuant to a separate offer to purchase and related letter of transmittal. A copy of the press release announcing the early tender results, and which describes the Tender Offers in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.
On October 15, 2015, HP Co. also issued press releases announcing the pricing for each of the Any and All Tender Offer and the Waterfall Tender Offer. Copies of the press releases announcing pricing for the Any and All Tender Offer and the Waterfall Tender Offer are hereby incorporated by reference and attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively.
This Current Report on Form 8-K, including the press releases hereby incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any of the notes subject to the Tender Offers (the Notes). Each Tender Offer is being made only pursuant to the applicable offer to purchase and the related letter of transmittal for such Tender Offer. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Forward-looking statements
This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP Co. and its consolidated subsidiaries could 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 any statements of the plans, strategies and objectives of HP Co. for future operations, including the settlement of the Tender Offers; other statements of expectation or belief; and any statements or assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in HP Co.s filings with the Securities and Exchange Commission, including but not limited to the risks described in HP Co.s Annual Report on Form 10-K for the fiscal year ended October 31, 2014 and HP Co.s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015. HP Co. assumes no obligation and does not intend to update these forward-looking statements.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
Description | |
99.1 | Hewlett-Packard Companys press release, dated October 14, 2015, entitled Hewlett-Packard Company Announces Early Tender Results for Cash Tender Offers. | |
99.2 | Hewlett-Packard Companys press release, dated October 15, 2015, entitled Hewlett-Packard Company Announces Pricing for its Any and All Cash Tender Offer. | |
99.3 | Hewlett-Packard Companys press release, dated October 15, 2015, entitled Hewlett-Packard Company Announces Pricing for its Waterfall Cash Tender Offer. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ||||||
HEWLETT-PACKARD COMPANY | ||||||
DATE: October 15, 2015 | By: | /s/ Rishi Varma | ||||
Name: | Rishi Varma | |||||
Title: | Senior Vice President, Deputy General Counsel and Assistant Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Hewlett-Packard Companys press release, dated October 14, 2015, entitled Hewlett-Packard Company Announces Early Tender Results for Cash Tender Offers. | |
99.2 | Hewlett-Packard Companys press release, dated October 15, 2015, entitled Hewlett-Packard Company Announces Pricing for its Any and All Cash Tender Offer. | |
99.3 | Hewlett-Packard Companys press release, dated October 15, 2015, entitled Hewlett-Packard Company Announces Pricing for its Waterfall Cash Tender Offer. |
Exhibit 99.1
Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304
hp.com |
| |||
News Release
Hewlett-Packard Company Announces Early Tender Results for Cash Tender Offers
| ||||
Editorial contacts
Kait Conetta, HP +1 650 258 6471 corpmediarelations@hp.com
www.hp.com/go/newsroom |
PALO ALTO, CA(Oct 14, 2015) - Hewlett-Packard Company (HP Co.) (NYSE: HPQ) today announced the early tender results as of 5:00 p.m. New York City time on October 14, 2015 (the Early Tender Deadline) for its previously announced cash tender offers (collectively, the Tender Offers) to purchase outstanding debt securities of HP Co. set forth in the tables below (collectively, the Notes and each a series of Notes).
The complete terms of the Tender Offers are set forth in two separate offers to purchase, one of which sets forth the terms of a tender offer for any and all of the outstanding Notes set forth in Table I (the Any and All Tender Offer), and one of which sets forth the terms of a tender offer for the outstanding Notes set forth in Table II (the Waterfall Tender Offer) up to a combined aggregate principal amount equal to $2,300,000,000 (the Waterfall Maximum Amount), subject to certain acceptance priority levels specified in Table II, and related letters of transmittal, each of which are dated September 30, 2015.
The principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Tender Offers as of the Early Tender Deadline is set forth in the tables below. |
Table I Any and All Tender Offer
Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Aggregate Principal Amount Tendered |
Percent of Amount Outstanding Tendered |
||||||||||||
2.200% Notes due Dec. 2015 |
428236BE2 | $ | 650,000,000 | $ | 340,549,000 | 52.39 | % | |||||||||
2.650% Notes due June 2016 |
428236BL6 | $ | 1,000,000,000 | $ | 653,557,000 | 65.36 | % | |||||||||
3.000% Notes due Sept. 2016 |
428236BP7 | $ | 1,300,000,000 | $ | 868,394,000 | 66.80 | % | |||||||||
3.300% Notes due Dec. 2016 |
428236BU6 | $ | 850,000,000 | $ | 627,772,000 | 73.86 | % | |||||||||
5.40% Notes due March 2017 |
428236AM5 | $ | 500,000,000 | $ | 337,265,000 | 67.45 | % | |||||||||
2.600% Notes due Sept. 2017 |
428236BW2 | $ | 1,500,000,000 | $ | 1,062,730,000 | 70.85 | % | |||||||||
5.50% Notes due March 2018 |
428236AS2 | $ | 750,000,000 | $ | 458,905,000 | 61.19 | % |
Page 1 of 4
Table II Waterfall Tender Offer
Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Aggregate Principal Amount Tendered |
Percent of Amount Outstanding Tendered |
Approximate Proration Factor |
||||||||||||||
2.750% Notes due Jan. 2019 |
428236BY8 | $ | 1,250,000,000 | 1 | $ | 950,206,000 | 76.02 | % | 100 | % | ||||||||||
Floating Rate Notes due Jan. 2019 |
428236BZ5 | $ | 750,000,000 | 2 | $ | 648,367,000 | 86.45 | % | 100 | % | ||||||||||
3.750% Notes due Dec. 2020 |
428236BF9 | $ | 1,350,000,000 | 3 | $ | 836,013,000 | 61.93 | % | 84 | % | ||||||||||
4.300% Notes due June 2021 |
428236BM4 | $ | 1,250,000,000 | 4 | $ | 818,393,000 | 65.47 | % | 0 | % | ||||||||||
4.375% Notes due Sept. 2021 |
428236BQ5 | $ | 1,000,000,000 | 5 | $ | 646,041,000 | 64.60 | % | 0 | % | ||||||||||
4.650% Notes due Dec. 2021 |
428236BV4 | $ | 1,500,000,000 | 6 | $ | 885,588,000 | 59.04 | % | 0 | % | ||||||||||
4.050% Notes due Sept. 2022 |
428236BX0 | $ | 500,000,000 | 7 | $ | 214,458,000 | 42.89 | % | 0 | % | ||||||||||
6.000% Notes due Sept. 2041 |
428236BR3 | $ | 1,200,000,000 | 8 | $ | 781,272,000 | 65.11 | % | 0 | % |
Subject to the terms and conditions of the Any and All Tender Offer, HP Co. expects that it will accept for purchase any and all Notes listed on Table I validly tendered and not validly withdrawn prior to the Early Tender Deadline. Subject to the terms and conditions of the Waterfall Tender Offer, HP Co. expects that it will accept for purchase Notes listed on Table II validly tendered and not validly withdrawn prior to the Early Tender Deadline in a combined aggregate principal amount equal to $2,300,000,000 (the Waterfall Maximum Amount).
Page 2 of 4
The settlement for the Notes accepted by HP Co. in connection with the Early Tender Deadline is currently expected to take place on October 16, 2015 (the Settlement Date). The Notes tendered pursuant to the Tender Offers may no longer be withdrawn, unless otherwise required by law.
The Tender Offers will expire at 11:59 p.m., New York City time, on October 28, 2015, unless extended (such date and time, as the same may be extended, the Expiration Time).
Since the Waterfall Tender Offer was oversubscribed as of the Early Tender Deadline, the amounts of each series of Notes listed on Table II that are purchased in the Waterfall Tender Offer on the Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the offer to purchase in connection with the Waterfall Tender Offer. HP Co. expects to return any Notes tendered but not accepted for purchase on October 16, 2015.
The Tender Offers are not conditioned upon any minimum amount of Notes being tendered, and the Tender Offers may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of Notes.
HP Co.s obligation to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers are conditioned upon the satisfaction or waiver of the conditions described in each applicable offer to purchase under the heading Terms of the Tender OfferConditions to the Tender Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to terms and conditions set forth in the applicable offer to purchase and the applicable letter of transmittal.
Goldman, Sachs & Co., Morgan Stanley & Co. LLC and HSBC Securities (USA) Inc. are serving as Dealer Managers for the Tender Offers. Questions regarding the Tender Offers may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0422 (collect), to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect) or to HSBC Securities (USA) Inc. at (888) HSBC-4LM (toll free) or (212) 525-5552 (collect). Requests for the offers to purchase or the letters of transmittal or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as Tender and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 430-3774; all others toll free at (866) 924-2200.
Page 3 of 4
Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP Co. 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 Tender Offers, any statements of expectation or belief and any statements or assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in HP Co.s Annual Report on Form 10-K for the fiscal year ended October 31, 2014 and HP Co.s other filings with the Securities and Exchange Commission, including HP Co.s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015. HP Co. assumes no obligation and does not intend to update these forward-looking statements.
Page 4 of 4
Exhibit 99.2
Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304
hp.com
|
| |||
News Release
Hewlett-Packard Company Announces Pricing for its Any and All Cash Tender Offer
| ||||
Editorial contacts
Kait Conetta, HP +1 650 258 6471 corpmediarelations@hp.com
www.hp.com/go/newsroom |
PALO ALTO, CA(Oct 15, 2015) - Hewlett-Packard Company (HP Co.) (NYSE: HPQ) today announced the pricing for its previously announced cash tender offer (the Tender Offer) for its 2.200% notes due December 2015, 2.650% notes due June 2016, 3.000% notes due September 2016, 3.300% notes due December 2016, 5.40% notes due March 2017, 2.600% notes due September 2017 and 5.50% notes due March 2018 (collectively, the Notes).
The Tender Offer is being made pursuant to an Offer to Purchase, dated September 30, 2015 (the Offer to Purchase), and related Letter of Transmittal (the Letter of Transmittal), which set forth a description of the terms and conditions of the Tender Offer.
The consideration to be paid in the Tender Offer for each series of Notes has been determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable Reference U.S. Treasury Security specified in the table below and in the Offer to Purchase (the Tender Offer Yield). Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline (as defined below) that are accepted for purchase will receive the applicable Total Consideration listed in the table below, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes accepted for purchase (the Early Tender Premium). In addition, holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the settlement date. |
Page 1 of 3
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Reference Security |
Reference Treasury Yield |
Fixed Spread |
Total Consideration (1) (2) |
||||||||||||
2.200% Notes due Dec. 2015 |
428236BE2 | $ | 650,000,000 | 0.250% U.S. Treasury Notes due Nov. 30, 2015 |
0.091 | % | 12 bps | $ | 1,002.48 | |||||||||
2.650% Notes due June 2016 |
428236BL6 | $ | 1,000,000,000 | 0.375% U.S. Treasury Notes due May 31, 2016 |
0.237 | % | 15 bps | $ | 1,014.11 | |||||||||
3.000% Notes due Sept. 2016 |
428236BP7 | $ | 1,300,000,000 | 0.875% U.S. Treasury Notes due Sept. 15, 2016 |
0.327 | % | 35 bps | $ | 1,021.12 | |||||||||
3.300% Notes due Dec. 2016 |
428236BU6 | $ | 850,000,000 | 0.500% U.S. Treasury Notes due Nov. 30, 2016 |
0.378 | % | 37.5 bps | $ | 1,029.03 | |||||||||
5.40% Notes due March 2017 |
428236AM5 | $ | 500,000,000 | 0.500% U.S. Treasury Notes due Feb. 28, 2017 |
0.454 | % | 15 bps | $ | 1,065.57 | |||||||||
2.600% Notes due Sept. 2017 |
428236BW2 | $ | 1,500,000,000 | 1.000% U.S. Treasury Notes due Sept. 15, 2017 |
0.589 | % | 30 bps | $ | 1,032.39 | |||||||||
5.50% Notes due March 2018 |
428236AS2 | $ | 750,000,000 | 0.750% U.S. Treasury Notes due Feb. 28, 2018 |
0.740 | % | 30 bps | $ | 1,104.35 |
(1) | Per $1,000 principal amount of Notes. |
(2) | Includes the Early Tender Premium per $1,000 principal amount of Notes for each Series as set forth in this table. |
Page 2 of 3
The Tender Offer will expire at 11:59 p.m., New York City time, on October 28, 2015, unless extended (such date and time, as the same may be extended, the Expiration Time). Holders of Notes must have validly tendered and not validly withdrawn their Notes on or before 5:00 p.m., New York City time, on October 14, 2015 (the Early Tender Deadline) to be eligible to receive the applicable Total Consideration for their tendered Notes. After such time, the Notes may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law. HP Co. expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be on October 16, 2015 (the Settlement Date).
HP Co.s obligation to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading Terms of the Tender OfferConditions to the Tender Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Goldman, Sachs & Co., Morgan Stanley & Co. LLC and HSBC Securities (USA) Inc. are serving as Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0422 (collect), to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect) or to HSBC Securities (USA) Inc. at (888) HSBC-4LM (toll free) or (212) 525-5552 (collect). Requests for the Offer to Purchase or the Letter of Transmittal or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as Tender and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 430-3774; all others toll free at (866) 924-2200.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP Co. 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 Tender Offer, any statements of expectation or belief and any statements or assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in HP Co.s Annual Report on Form 10-K for the fiscal year ended October 31, 2014 and HP Co.s other filings with the Securities and Exchange Commission, including HP Co.s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015. HP Co. assumes no obligation and does not intend to update these forward-looking statements.
Page 3 of 3
Exhibit 99.3
Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304
hp.com
|
| |||
News Release
Hewlett-Packard Company Announces Pricing for its Waterfall Cash Tender Offer
| ||||
Editorial contacts
Kait Conetta, HP +1 650 258 6471 corpmediarelations@hp.com
www.hp.com/go/newsroom |
PALO ALTO, CA(Oct 15, 2015) - Hewlett-Packard Company (HP Co.) (NYSE: HPQ) today announced the pricing for its previously announced cash tender offer (the Tender Offer) up to a combined aggregate principal amount equal to $2,300,000,000 (the Waterfall Maximum Amount), subject to certain acceptance priority levels as set forth in the Offer to Purchase (as defined below), for its 2.750% notes due January 2019, floating rate notes due January 2019, 3.750% notes due December 2020, 4.300% notes due June 2021, 4.375% notes due September 2021, 4.650% notes due December 2021, 4.050% notes due September 2022, and 6.000% notes due September 2041 (collectively, the Notes).
The Tender Offer is being made pursuant to an Offer to Purchase, dated September 30, 2015 (the Offer to Purchase), and related Letter of Transmittal (the Letter of Transmittal), which set forth a description of the terms and conditions of the Tender Offer.
The consideration to be paid in the Tender Offer for each series of Notes (other than the floating rate notes due January 2019) has been determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable Reference U.S. Treasury Security specified in the table below and in the Offer to Purchase (the Tender Offer Yield). Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline (as defined below) that are accepted for purchase will receive the applicable Total Consideration listed in the table below, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes accepted for purchase (the Early Tender Premium). In addition, holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the settlement date. |
Page 1 of 4
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Acceptance Priority Level |
Reference Security |
Reference Treasury Yield |
Fixed Spread |
Total Consideration (1) (2) |
|||||||||||||
2.750% Notes due Jan. 2019 |
428236BY8 | $ | 1,250,000,000 | 1 | 1.000% U.S. Treasury Notes due Sept. 15, 2018 |
0.888 | % | 80 bps | $ | 1,033.38 | ||||||||||
Floating Rate Notes due Jan. 2019 |
428236BZ5 | $ | 750,000,000 | 2 | | | | $ | 1,010.00 | |||||||||||
3.750% Notes due Dec. 2020 |
428236BF9 | $ | 1,350,000,000 | 3 | 1.375% U.S. Treasury Notes due August 31, 2020 |
1.302 | % | 105 bps | $ | 1,067.11 | ||||||||||
4.300% Notes due June 2021 |
428236BM4 | $ | 1,250,000,000 | 4 | 1.375% U.S. Treasury Notes due August 31, 2020 |
1.302 | % | 140 bps | $ | 1,082.85 | ||||||||||
4.375% Notes due Sept. 2021 |
428236BQ5 | $ | 1,000,000,000 | 5 | 1.375% U.S. Treasury Notes due August 31, 2020 |
1.302 | % | 150 bps | $ | 1,085.16 | ||||||||||
4.650% Notes due Dec. 2021 |
428236BV4 | $ | 1,500,000,000 | 6 | 1.375% U.S. Treasury Notes due August 31, 2020 |
1.302 | % | 155 bps | 1,100.69 | |||||||||||
4.050% Notes due Sept. 2022 |
428236BX0 | $ | 500,000,000 | 7 | 2.000% U.S. Treasury Notes due Aug. 15, 2025 |
2.023 | % | 110 bps | $ | 1,057.22 | ||||||||||
6.000% Notes due Sept. 2041 |
428236BR3 | $ | 1,200,000,000 | 8 | 3.000% U.S. Treasury Notes due May 15, 2045 |
2.868 | % | 260 bps | $ | 1,073.19 |
(1) | Per $1,000 principal amount of Notes. |
(2) | Includes the Early Tender Premium per $1,000 principal amount of Notes for each Series as set forth in this table. |
Page 2 of 4
The Tender Offer will expire at 11:59 p.m., New York City time, on October 28, 2015, unless extended (such date and time, as the same may be extended, the Expiration Time). Holders of Notes must have validly tendered and not validly withdrawn their Notes on or before 5:00 p.m., New York City time, on October 14, 2015 (the Early Tender Deadline) to be eligible to receive the applicable Total Consideration for their tendered Notes. After such time, the Notes may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law. HP Co. expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be on October 16, 2015 (the Settlement Date).
Since the Tender Offer was oversubscribed as of the Early Tender Deadline, the amounts of each series of Notes that are purchased in the Tender Offer on the Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase. HP Co. expects to return any Notes tendered but not accepted for purchase on October 16, 2015.
HP Co.s obligation to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading Terms of the Tender OfferConditions to the Tender Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Goldman, Sachs & Co., Morgan Stanley & Co. LLC and HSBC Securities (USA) Inc. are serving as Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0422 (collect), to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect) or to HSBC Securities (USA) Inc. at (888) HSBC-4LM (toll free) or (212) 525-5552 (collect). Requests for the Offer to Purchase or the Letter of Transmittal or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as Tender and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 430-3774; all others toll free at (866) 924-2200.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP Co. 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 Tender Offer, any statements of expectation or belief
Page 3 of 4
and any statements or assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in HP Co.s Annual Report on Form 10-K for the fiscal year ended October 31, 2014 and HP Co.s other filings with the Securities and Exchange Commission, including HP Co.s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015. HP Co. assumes no obligation and does not intend to update these forward-looking statements.
Page 4 of 4