DELAWARE | | | 94-1081436 |
(State of incorporation) | | | (IRS Employer Identification Number) |
Shirley Lo Christopher Kortum HP Inc. 1501 Page Mill Road Palo Alto, California 94304 (650) 857-1501 | | | Andrew L. Fabens Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 (212) 351-4000 |
Large accelerated filer ☒ | | | Accelerated filer ☐ |
Non-accelerated filer ☐ | | | Smaller reporting company ☐ |
| | Emerging growth company ☐ |
• | the impact of macroeconomic and geopolitical trends, changes and events, including the Russian invasion of Ukraine and tension across the Taiwan Strait and the regional and global ramifications of these events; |
• | recent volatility in global capital markets, increases in benchmark interest rates and the effects of inflation; |
• | risks associated with HP’s international operations; the effects of the COVID-19 pandemic; |
• | 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; |
• | 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 plans, 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 our restructuring plans (including the 2023 plan), including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of our restructuring plans; |
• | the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; |
• | the hiring and retention of key employees; |
• | 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; |
• | our aspirations related to environmental, social and governance matters; |
• | potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and |
• | other risks that are described in our filings with the SEC, including but not limited to the risks described under the caption “Risk Factors” contained in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 and that are otherwise described or updated from time to time in HP’s other filings with the SEC. |
• | whether the debt securities are senior or subordinated; |
• | the offering price; |
• | the title; |
• | any limit on the aggregate principal amount; |
• | the person who shall be entitled to receive interest, if other than the record holder on the record date; |
• | the date the principal will be payable; |
• | the interest rate, if any, the date interest will accrue, the interest payment dates and the regular record dates; |
• | the interest rate, if any, payable on overdue installments of principal, premium or interest; |
• | the place where payments shall be made; |
• | any mandatory or optional redemption provisions; |
• | if applicable, the method for determining how principal, premium, if any, or interest will be calculated by reference to an index or formula; |
• | if other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable and whether we or the holder may elect payment to be made in a different currency; |
• | the portion of the principal amount that will be payable upon acceleration of stated maturity, if other than the entire principal amount; |
• | if the principal amount payable at stated maturity will not be determinable as of any date prior to stated maturity, that the amount payable will be deemed to be the principal amount; |
• | any defeasance provisions if different from those described below under “Satisfaction and Discharge-Defeasance;” |
• | any conversion or exchange provisions; |
• | whether the debt securities will be issuable in the form of a global security and, if so, the identity of the depositary with respect to such global security; |
• | any subordination provisions if different from those described below under “Subordinated Debt Securities”; |
• | any paying agents, authenticating agents or security registrars; |
• | any guarantees on the debt securities; |
• | any security for any of the debt securities; |
• | any deletions of, or changes or additions to, the events of default or covenants; and |
• | any other specific terms of such debt securities. |
• | the debt securities will be registered debt securities; and |
• | registered debt securities denominated in U.S. dollars will be issued in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. |
• | issue, register the transfer of, or exchange any debt security of that series during a period beginning at the opening of business 15 days before the day of sending a notice of redemption and ending at the close of business on the day of the transmission; or |
• | register the transfer of or exchange any debt security of that series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part. |
• | be registered in the name of a depositary that we will identify in a prospectus supplement; |
• | be deposited with the depositary or nominee or custodian; and |
• | bear any required legends. |
• | the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary and a successor depositary is not appointed by us within 90 days; |
• | an event of default is continuing; or |
• | any other circumstances described in a prospectus supplement have occurred permitting the issuance of certificated debt securities. |
• | entitled to have the debt securities registered in their names; |
• | entitled to physical delivery of certificated debt securities; and |
• | considered to be holders of those debt securities under the indenture. |
• | payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the close of business on the regular record date; and |
• | payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us. |
• | the successor, if any, is a U.S. corporation, limited liability company, partnership, trust or other entity; |
• | the successor assumes our obligations on the debt securities and under the indentures; |
• | immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and |
• | certain other conditions are met. |
(1) | failure to pay principal of or any premium on any debt security of that series at its maturity; |
(2) | failure to pay any interest on any debt security of that series when due and payable, if that failure continues for 30 days; |
(3) | failure to make any sinking fund payment when due and payable, if that failure continues for 30 days; |
(4) | failure to perform any other covenant in the indenture, if that failure continues for 90 days after we are given the notice of the failure required in the indenture; |
(5) | certain events of bankruptcy, insolvency or reorganization; and |
(6) | any other event of default specified in the prospectus supplement. |
(1) | the holder has previously given to the trustee written notice of a continuing event of default with respect to the debt securities of that series; |
(2) | the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request and have offered reasonable indemnity to the trustee to institute the proceeding; and |
(3) | the trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series within 60 days after the original request. |
• | providing for our successor to assume the covenants under the indenture; |
• | adding covenants or events of default or surrendering our rights or powers; |
• | making certain changes to facilitate the issuance of the securities; |
• | securing the securities; |
• | adding guarantees in respect of any securities; |
• | providing for a successor trustee; |
• | curing any ambiguities, defects or inconsistencies; |
• | permitting or facilitating the defeasance and discharge of the securities; |
• | making any other changes that do not adversely affect the rights of the holders of the securities; and |
• | other changes specified in the indenture. |
• | change the stated maturity of any debt security; |
• | reduce the principal, premium, if any, or interest rate on any debt security; |
• | reduce the amount of principal of an original issue discount security or any other debt security payable on acceleration of maturity; |
• | change the method of computing the amount of principal or interest of any debt security or the place of payment or the currency in which any debt security is payable; |
• | impair the right to sue for any payment after the stated maturity or redemption date; |
• | if subordinated debt securities, modify the subordination provisions in a materially adverse manner to the holders of subordinated debt securities; |
• | adversely affect the right to convert any debt security; or |
• | change the provisions in the indenture that relate to modifying or amending the indenture. |
(a) | either: |
(1) | all of the debt securities of that series that have been authenticated and delivered (except lost, stolen or destroyed securities which have been replaced or paid and securities for whose payment money has been held in trust) have been cancelled or delivered to the trustee for cancellation; or |
(2) | all of the debt securities of that series not cancelled or delivered to the trustee for cancellation (A) have become due and payable, (B) will become due and payable at their stated maturity within one year, or (C) are to be called for redemption within one year, under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of us, and we have irrevocably deposited or caused to be deposited enough money with the trustee to pay all the principal, interest and any premium due to the date of such deposit or the stated maturity date or redemption date of the debt securities, as the case may be; |
(b) | we have paid or caused to be paid all other sums payable by us under the indenture with respect to the debt securities of such series; and |
(c) | we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture with respect to the debt securities of such series have been complied with. |
• | to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt securities then outstanding; and |
• | to be released from our obligations under the following covenants and from the consequences of an event of default resulting from a breach of these and a number of other covenants: |
(1) | the limitations on sale and lease-back transactions under the senior indenture; |
(2) | the limitations on liens under the senior indenture; |
(3) | covenants as to payment of taxes and maintenance of properties; and |
(4) | the subordination provisions under the subordinated indenture. |
(1) | we or any restricted subsidiary would be entitled to incur indebtedness secured by a mortgage on the principal property involved in such transaction at least equal in amount to the attributable debt with respect to the lease, without equally and ratably securing the senior debt securities, pursuant to “Limitations on Liens” described above; or |
(2) | an amount equal to the greater of the following amounts is applied within 180 days of such sale to the retirement of our or any restricted subsidiary’s long-term debt or the purchase or development of comparable property: |
• | the net proceeds from the sale; or |
• | the attributable debt with respect to the sale and lease-back transaction. |
• | the total amount of the sale and lease-back transactions; and |
• | the total amount of secured debt. |
• | in the event that holders of subordinated debt securities receive a payment before we have paid all senior indebtedness in full, the holders of such subordinated debt securities are required to pay over their share of such distribution to the trustee in bankruptcy, receiver or other person distributing our assets to pay all senior debt remaining to the extent necessary to pay all holders of senior debt in full; and |
• | our unsecured creditors who are not holders of subordinated debt securities or holders of senior debt may recover less, ratably, than holders of senior debt and may recover more, ratably, than the holders of subordinated debt securities. |
• | our indebtedness for borrowed money; |
• | our obligations evidenced by bonds, debentures, notes or similar instruments sold by us for cash; |
• | our obligations under any interest rate swaps, caps, collars, options, and similar arrangements; |
• | our obligations under any foreign exchange contract, currency swap contract, futures contract, currency option contract, or other foreign currency hedge arrangements; |
• | our obligations under any credit swaps, caps, floors, collars and similar arrangements; |
• | indebtedness incurred, assumed or guaranteed by us in connection with the acquisition by us or any of our subsidiaries of any business, properties or assets, except purchase-money indebtedness classified as accounts payable under generally accepted accounting principles; |
• | our obligations as lessee under leases required to be capitalized on our balance sheet in conformity with generally accepted accounting principles; |
• | all obligations under any lease or related document, including a purchase agreement, in connection with the lease of real property which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and our obligations under such lease or related document to purchase or to cause a third party to purchase such leased property; |
• | our reimbursement obligations in respect of letters of credit relating to indebtedness or our other obligations that qualify as indebtedness or obligations of the kind referred to above; and |
• | our obligations under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above. |
• | the number of shares in that series; |
• | the dividend rate and whether dividends on that series of preferred stock will be cumulative, non-cumulative or partially cumulative; |
• | the voting rights, if any; |
• | conversion privileges, if any; |
• | whether that series will be redeemable; |
• | whether that series will have a sinking fund for the redemption or purchase of shares of that series; |
• | the liquidation preference per share of that series, if any; and |
• | any other relative rights, preferences and limitations. |
(a) | prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
(b) | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned: |
• | by persons who are directors and also officers; and |
• | by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
(c) | at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder. |
(1) | any merger or consolidation involving (i) the corporation or a direct or indirect majority-owned subsidiary of the corporation and (ii) the interested stockholder or any other corporation, partnership or entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation any of (a), (b) or (c) above is not applicable to the surviving entity; |
(2) | any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets or outstanding stock of the corporation or any direct or indirect majority-owned subsidiary of the corporation to or with the interested stockholder; |
(3) | subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or such subsidiary to the interested stockholder; |
(4) | any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or any such subsidiary which is beneficially owned by the interested stockholder; or |
(5) | the receipt by the interested stockholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary of the corporation. |
• | the number of shares in any series; |
• | the designation for any series by number, letter or title that shall distinguish the series from any other series of preferred stock; |
• | the dividend rate and whether dividends on that series of preferred stock will be cumulative, non-cumulative or partially cumulative; |
• | the voting rights of that series of preferred stock, if any; |
• | any conversion provisions applicable to that series of preferred stock; |
• | any redemption or sinking fund provisions applicable to that series of preferred stock including whether there is any restriction on the repurchase or redemption of the preferred stock while there is any arrearage in the payment of dividends or sinking fund installments; |
• | the liquidation preference per share of that series of preferred stock, if any; and |
• | the terms of any other preferences or rights, if any, applicable to that series of preferred stock. |
• | all outstanding depositary shares have been redeemed; or |
• | there has been a final distribution in respect of the preferred stock in connection with our liquidation, dissolution or winding-up and such distribution has been made to all the holders of depositary shares. |
• | the title of the debt warrants; |
• | the offering price for the debt warrants, if any; |
• | the aggregate number of the debt warrants; |
• | the designation and terms of the debt securities purchasable upon exercise of the debt warrants; |
• | if applicable, the designation and terms of the debt securities that the debt warrants are issued with and the number of debt warrants issued with each debt security; |
• | if applicable, the date from and after which the debt warrants and any debt securities issued with them will be separately transferable; |
• | the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the price at which the debt securities may be purchased upon exercise, which may be payable in cash, securities or other property; |
• | the dates on which the right to exercise the debt warrants will commence and expire; |
• | if applicable, the minimum or maximum amount of the debt warrants that may be exercised at any one time; |
• | whether the debt warrants represented by the debt warrant certificates or debt securities that may be issued upon exercise of the debt warrants will be issued in registered or bearer form; |
• | information with respect to book-entry procedures, if any; |
• | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
• | if applicable, a discussion of material United States federal income tax considerations; |
• | the antidilution or adjustment provisions of the debt warrants, if any; |
• | the redemption or call provisions, if any, applicable to the debt warrants; and |
• | any additional terms of the debt warrants, including terms, procedures and limitations relating to the exchange and exercise of the debt warrants. |
• | the title of the warrants; |
• | the offering price for the warrants, if any; |
• | the aggregate number of the warrants; |
• | the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants; |
• | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each security; |
• | if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable; |
• | the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the price at which such shares may be purchased upon exercise; |
• | the dates on which the right to exercise the warrants shall commence and expire; |
• | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
• | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
• | if applicable, a discussion of material United States federal income tax considerations; |
• | the antidilution provisions of the warrants, if any; |
• | the redemption or call provisions, if any, applicable to the warrants; and |
• | any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
• | through one or more underwriters or dealers in a public offering and sale by them; |
• | directly to investors; |
• | through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange; |
• | through agents; |
• | otherwise through a combination of any of the above methods of sale; or |
• | through any other methods described in a prospectus supplement. |
• | in one or more transactions at a fixed price or prices which may be changed from time to time; |
• | at market prices prevailing at the times of sale; |
• | at prices related to such prevailing market prices; |
• | at varying prices determined at the times of sale; or |
• | at negotiated prices. |
• | in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
• | in transactions in the over-the-counter market; |
• | in block transactions; |
• | through the writing of options; or |
• | through other types of transactions. |
• | the purchase price of the securities and the proceeds we will receive from the sale of the securities; |
• | any offering expenses; |
• | any securities exchanges on which the securities may be listed; |
• | the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; |
• | the anticipated date of delivery of the securities offered; and |
• | any other material information. |
• | enter into transactions involving short sales of the shares of common stock by underwriters, brokers or dealers; |
• | sell shares of common stock short and deliver the shares to close out short positions; or |
• | loan or pledge the shares of common stock to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. |
• | Annual Report on Form 10-K for the fiscal year ended October 31, 2022, filed on December 6, 2022; |
• | Current Report on Form 8-K filed on November 22, 2022 (Item 2.05 only); and |
• | Description of our common stock contained in our Registration Statement on Form 8-A/A filed with the SEC on June 23, 2006, as updated by Exhibit 4(j) to our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, filed with the SEC on December 12, 2019, together with any amendment or report filed for the purpose of updating such description. |
Item 14. | Other expenses of issuance and distribution. |
SEC registration fee | | | $220,400 |
Accounting fees and expenses | | | * |
Trustees’ fees and expenses (including counsel fees) | | | * |
Rating agency fees | | | * |
Legal fees and expenses | | | * |
Printing fees | | | * |
Miscellaneous | | | * |
Total | | | $* |
* | The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable with respect to any offering of securities. |
Item 15. | Indemnification of directors and officers. |
(i) | that we are authorized to enter into individual indemnification contracts with our directors and officers to the fullest extent not prohibited by Delaware law, and |
(ii) | that we shall not be required to indemnify any director or officer if (a) the director or officer has not met the standard of conduct which makes indemnification permissible under Delaware law, or (b) the proceeding for which indemnification is sought was initiated by such director or officer and such proceeding was not authorized by the board of directors. |
Item 16. | Exhibits. |
| | | | Incorporated by Reference to Filings Indicated | | | ||||||||||||
Exhibit Number | | | Exhibit Description | | | Form | | | File No | | | Exhibit | | | Filing Date | | | Filed Herewith |
| | Form of Underwriting Agreement for debt securities. | | | S-3 | | | 333-215116 | | | 1.1 | | | December 15, 2016 | | | ||
1.2 | | | Form of Underwriting Agreement for common stock, preferred stock, depositary shares and warrants.* | | | | | | | | | | | |||||
| | Certificate of Incorporation. | | | 10-Q | | | 001-04423 | | | 3(a) | | | June 12, 1998 | | | ||
| | Amendment to the Certificate of Incorporation. | | | 10-Q | | | 001-04423 | | | 3(b) | | | March 16, 2001 | | | ||
| | Certificate of Amendment to the Certificate of Incorporation. | | | 8-K | | | 001-04423 | | | 3.2 | | | October 22, 2015 | | | ||
| | Certificate of Amendment to the Certificate of Incorporation. | | | 8-K | | | 001-04423 | | | 3.1 | | | April 7, 2016 | | | ||
| | Amended and Restated Bylaws. | | | 8-K | | | 001-04423 | | | 3.1 | | | February 13, 2019 | | | ||
| | Senior Indenture, dated as of June 17, 2020, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | 8-K | | | 001-04423 | | | 4.1 | | | June 17, 2020 | | | ||
| | Form of Subordinated Indenture, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | S-3 | | | 333-215116 | | | 4.2 | | | December 15, 2016 | | | ||
| | Form of Senior Note (contained in Exhibit 4.1). | | | | | | | | | | | ||||||
| | Form of Subordinated Note (contained in Exhibit 4.2). | | | | | | | | | | | ||||||
4.5 | | | Form of Preferred Stock Certificate.* | | | | | | | | | | | |||||
4.6 | | | Form of Deposit Agreement.* | | | | | | | | | | | |||||
4.7 | | | Form of Depositary Receipt (contained in Exhibit 4.6). | | | | | | | | | | | |||||
4.8 | | | Form of Warrant Agreement.* | | | | | | | | | | | |||||
4.9 | | | Form of Warrant Certificate.* | | | | | | | | | | | |||||
| | Specimen certificate for common stock. | | | 8-A/A | | | 001-04423 | | | 4.1 | | | June 23, 2006 | | | ||
| | Opinion of Gibson, Dunn & Crutcher LLP. | | | | | | | | | | | X | |||||
| | Consent of Independent Registered Public Accounting Firm. | | | | | | | | | | | X | |||||
| | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). | | | | | | | | | | | X | |||||
| | Power of Attorney (included on the signature page of this Registration Statement). | | | | | | | | | | | X | |||||
| | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the Senior Indenture, dated as of June 17, 2020, referred to above at Exhibit 4.1. | | | | | | | | | | | X | |||||
| | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the form of Subordinated Indenture referred to above at Exhibit 4.2. | | | | | | | | | | | X | |||||
| | Filing Fee Table | | | | | | | | | | | X |
* | To be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference or by post-effective amendment. |
(a) | The undersigned Registrant hereby undertakes: |
(1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(A) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date; and |
(5) | that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in |
(i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | HP INC. | ||||
| | | | |||
| | By: | | | /s/ Rick Hansen | |
| | | | Rick Hansen Deputy General Counsel, Corporate and Corporate Secretary |
Signature | | | Title | | | Date |
| | | | |||
/s/ Enrique Lores | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | December 6, 2022 |
Enrique Lores | | |||||
| | | | |||
/s/ Marie Myers | | | Chief Financial Officer (Principal Financial Officer) | | | December 6, 2022 |
Marie Myers | | |||||
| | | | |||
/s/ Jonathan P.Faust | | | Global Controller (Principal Accounting Officer) | | | December 6, 2022 |
Jonathan P. Faust | | |||||
| | | | |||
/s/ Aida M. Alvarez | | | Director | | | December 6, 2022 |
Aida M. Alvarez | | |||||
| | | | |||
/s/ Shumeet Banerji | | | Director | | | December 6, 2022 |
Shumeet Banerji | | |||||
| | | | |||
/s/ Robert R. Bennett | | | Director | | | December 6, 2022 |
Robert R. Bennett | | |||||
| | | |
Signature | | | Title | | | Date |
| | | | |||
/s/ Charles V. Bergh | | | Director | | | December 6, 2022 |
Charles V. Bergh | | |||||
| | | | |||
/s/ Bruce Broussard | | | Director | | | December 6, 2022 |
Bruce Broussard | | |||||
| | | | |||
/s/ Stacy Brown-Philpot | | | Director | | | December 6, 2022 |
Stacy Brown-Philpot | | |||||
| | | | |||
/s/ Stephanie A. Burns | | | Director | | | December 6, 2022 |
Stephanie A. Burns | | |||||
| | | | |||
/s/ Mary Anne Citrino | | | Director | | | December 6, 2022 |
Mary Anne Citrino | | |||||
| | | | |||
/s/ Richard L. Clemmer | | | Director | | | December 6, 2022 |
Richard L. Clemmer | | |||||
| | | | |||
/s/ Judith Miscik | | | Director | | | December 6, 2022 |
Judith Miscik | | |||||
| | | | |||
/s/ Kim K.W. Rucker | | | Director | | | December 6, 2022 |
Kim K.W. Rucker | | |||||
| | | | |||
/s/ Subra Suresh | | | Director | | | December 6, 2022 |
Subra Suresh | |
Re:
|
HP Inc.
|
Registration Statement on Form S-3
|
(i) |
the Company’s unsecured debt securities, which may either be senior debt securities (the “Senior Debt Securities”), or subordinated debt securities (the ”Subordinated
Debt Securities” and, collectively with the Senior Debt Securities, the ”Debt Securities”);
|
(ii) |
shares of the Company’s common stock, par value $0.01 per share (the ”Common Stock”);
|
(iii) |
shares of the Company’s preferred stock, par value $0.01 per share (the ”Preferred Stock”);
|
(iv) |
depositary shares each representing a fraction of a share of a particular series of Preferred Stock (the ”Depositary Shares”); and
|
(v) |
warrants for the purchase of Common Stock, Preferred Stock, Depositary Shares or Debt Securities (the ”Warrants”).
|
(i) |
at the time any Securities are sold pursuant to the Registration Statement (the ”Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective
amendments) will be effective and will comply with all applicable laws;
|
(ii) |
at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;
|
(iii) |
all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;
|
(iv) |
at the Relevant Time, all corporate or other action required to be taken by the Company to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock
or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a ”Convertible Security”), and (ii) the execution (in the case of
certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 5 below) shall have been duly completed and shall remain in full force and effect;
|
(v) |
upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the
total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents;
|
(vi) |
in the case of Debt Securities, at the Relevant Time, the relevant Base Indenture shall have been duly executed and delivered by the Company and all other parties thereto and duly qualified under the TIA; and
|
(vii) |
at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of
the Company and duly executed and delivered by the Company and the other parties thereto.
|
a. |
the terms and conditions of such Debt Securities have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the relevant Base Indenture,
|
b. |
any such supplemental indenture has been duly executed and delivered by the Company and the relevant trustee (together with the relevant Base Indenture, the ”Indenture”), and
|
c. |
such Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the
applicable definitive purchase, underwriting or similar agreement,
|
2. |
With respect to any shares of Preferred Stock, when:
|
a. |
the certificate of designations relating to such Preferred Stock (the ”Certificate of Designations”) has been duly executed and filed with the Office of the Secretary of State of the State of
Delaware,
|
b. |
such shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement and for the consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any
Convertible Security and for any additional consideration specified in such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, which consideration (including any consideration
paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Preferred Stock, and
|
c. |
any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms,
|
3. |
With respect to Depositary Shares, when:
|
a. |
a deposit agreement relating to such Depositary Shares (“Deposit Agreement”) has been duly executed and delivered by the Company and the depositary appointed by the Company,
|
b. |
the terms of the Depositary Shares have been established in accordance with the Deposit Agreement, and
|
c. |
the depositary receipts representing the Depositary Shares have been duly executed and countersigned (in the case of certificated Depositary Shares), registered and delivered in accordance with the related Deposit Agreement and the
applicable definitive purchase, underwriting or similar agreement for the consideration provided therein,
|
a. |
such shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for
therein, or (ii) upon conversion or exercise of any Convertible Security, in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any
additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and
|
b. |
any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms,
|
a. |
the warrant agreement relating to such Warrants (the ”Warrant Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,
|
b. |
the terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and
|
c. |
the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration
provided for therein,
|
A. |
We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America and, for purposes of paragraphs 2 and 4 above, the Delaware General Corporation Law. We are
not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render the opinions contained in
paragraphs 2 and 4 above. This opinion is limited to the effect of the current state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the
facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
|
B. |
The opinions above with respect to the Indenture, the Debt Securities, the depositary receipts representing the Depositary Shares, the Deposit Agreement, the Warrants, and the Warrant Agreement (collectively, the ”Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the
effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
|
C. |
We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as
contrary to public policy or federal or state securities laws.
|
D. |
To the extent relevant to our opinions in paragraphs 3 and 5 and not covered by our opinions in paragraphs 1, 2, or 4, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange,
conversion or exercise of any Depositary Shares, Purchase Contracts, or Warrants are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable
against such issuer in accordance with its terms.
|
Very truly yours,
|
|
/s/ Gibson, Dunn & Crutcher LLP
|
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
95-3571558 (I.R.S. employer identification no.) |
333 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
HP Inc.
(Exact name of obligor as specified in its charter)
Delaware |
94-1081436 (I.R.S. employer identification no.) |
1501 Page Mill Road |
94304 (Zip code) |
Senior Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the |
Washington, DC 20219 |
Federal Reserve Bank |
San Francisco, CA 94105 |
Federal Deposit Insurance Corporation |
Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 5th day of December, 2022.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
|||
By: | /s/ | Ann Dolezal | |
Name: | Ann M. Dolezal | ||
Title: | Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business September 30, 2022, published in accordance with Federal regulatory authority instructions.
Dollar amounts | |||||
in thousands | |||||
ASSETS | |||||
Cash and balances due from depository institutions: | |||||
Noninterest-bearing balances and currency and coin | 52,916 | ||||
Interest-bearing balances | 444,180 | ||||
Securities: | |||||
Held-to-maturity securities | 0 | ||||
Available-for-sale debt securities | 511 | ||||
Equity securities with readily determinable fair values not held for trading | 0 | ||||
Federal funds sold and securities purchased under agreements to resell: | |||||
Federal funds sold in domestic offices | 0 | ||||
Securities purchased under agreements to resell | 0 | ||||
Loans and lease financing receivables: | |||||
Loans and leases held for sale | 0 | ||||
Loans and leases, held for investment | 0 | ||||
LESS: Allowance for loan and lease losses | 0 | ||||
Loans and leases held for investment, net of allowance | 0 | ||||
Trading assets | 0 | ||||
Premises and fixed assets (including capitalized leases) | 16,545 | ||||
Other real estate owned | 0 | ||||
Investments in unconsolidated subsidiaries and associated companies | 0 | ||||
Direct and indirect investments in real estate ventures | 0 | ||||
Intangible assets | 856,313 | ||||
Other assets | 116,850 | ||||
Total assets | $ | 1,487,315 |
LIABILITIES | ||||||||
Deposits: | ||||||||
In domestic offices | 1,354 | |||||||
Noninterest-bearing | 1,354 | |||||||
Interest-bearing | 0 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | 0 | |||||||
Securities sold under agreements to repurchase | 0 | |||||||
Trading liabilities | 0 | |||||||
Other borrowed money: | ||||||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||||||
Not applicable | ||||||||
Not applicable | ||||||||
Subordinated notes and debentures | 0 | |||||||
Other liabilities | 269,752 | |||||||
Total liabilities | 271,106 | |||||||
Not applicable | ||||||||
EQUITY CAPITAL | ||||||||
Perpetual preferred stock and related surplus | 0 | |||||||
Common stock | 1,000 | |||||||
Surplus (exclude all surplus related to preferred stock) | 325,202 | |||||||
Not available | ||||||||
Retained earnings | 890,016 | |||||||
Accumulated other comprehensive income | -9 | |||||||
Other equity capital components | 0 | |||||||
Not available | ||||||||
Total bank equity capital | 1,216,209 | |||||||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||||||
Total equity capital | 1,216,209 | |||||||
Total liabilities and equity capital | 1,487,315 | |||||||
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | |
Michael P. Scott, Managing Director | ) | Directors (Trustees) |
Kevin P. Caffrey, Managing Director | ) |
2
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
95-3571558 (I.R.S. employer identification no.) |
333 South Hope Street Los Angeles, California (Address of principal executive offices)
|
90071 (Zip code) |
HP Inc.
(Exact name of obligor as specified in its charter)
Delaware
|
94-1081436 (I.R.S. employer identification no.) |
1501 Page Mill Road |
94304 (Zip code) |
Subordinated Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury
|
Washington, DC 20219 |
Federal Reserve Bank |
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation |
Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 5th day of December, 2022.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
By: | /s/ Ann Dolezal | |||
Name: | Ann M. Dolezal | |||
Title: | Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business September 30, 2022, published in accordance with Federal regulatory authority instructions.
Dollar amounts | |||||
in thousands | |||||
ASSETS | |||||
Cash and balances due from depository institutions: | |||||
Noninterest-bearing balances and currency and coin | 52,916 | ||||
Interest-bearing balances | 444,180 | ||||
Securities: | |||||
Held-to-maturity securities | 0 | ||||
Available-for-sale debt securities | 511 | ||||
Equity securities with readily determinable fair values not held for trading | 0 | ||||
Federal funds sold and securities purchased under agreements to resell: | |||||
Federal funds sold in domestic offices | 0 | ||||
Securities purchased under agreements to resell | 0 | ||||
Loans and lease financing receivables: | |||||
Loans and leases held for sale | 0 | ||||
Loans and leases, held for investment | 0 | ||||
LESS: Allowance for loan and lease losses | 0 | ||||
Loans and leases held for investment, net of allowance | 0 | ||||
Trading assets | 0 | ||||
Premises and fixed assets (including capitalized leases) | 16,545 | ||||
Other real estate owned | 0 | ||||
Investments in unconsolidated subsidiaries and associated companies | 0 | ||||
Direct and indirect investments in real estate ventures | 0 | ||||
Intangible assets | 856,313 | ||||
Other assets | 116,850 | ||||
Total assets | $ | 1,487,315 |
LIABILITIES | ||||||||
Deposits: | ||||||||
In domestic offices | 1,354 | |||||||
Noninterest-bearing | 1,354 |
|||||||
Interest-bearing | 0 |
|||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | 0 | |||||||
Securities sold under agreements to repurchase | 0 | |||||||
Trading liabilities | 0 | |||||||
Other borrowed money: | ||||||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||||||
Not applicable | ||||||||
Not applicable | ||||||||
Subordinated notes and debentures | 0 | |||||||
Other liabilities | 269,752 | |||||||
Total liabilities | 271,106 | |||||||
Not applicable | ||||||||
EQUITY CAPITAL | ||||||||
Perpetual preferred stock and related surplus | 0 | |||||||
Common stock | 1,000 | |||||||
Surplus (exclude all surplus related to preferred stock) | 325,202 | |||||||
Not available | ||||||||
Retained earnings | 890,016 | |||||||
Accumulated other comprehensive income | -9 | |||||||
Other equity capital components | 0 | |||||||
Not available | ||||||||
Total bank equity capital | 1,216,209 | |||||||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||||||
Total equity capital | 1,216,209 | |||||||
Total liabilities and equity capital | 1,487,315 | |||||||
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | |
Michael P. Scott, Managing Director | ) | Directors (Trustees) |
Kevin P. Caffrey, Managing Director | ) |
2
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount
Registered (1)
|
Proposed Maximum Offering Price Per Unit (2)
|
Maximum Aggregate Offering Price (1)
|
Fee Rate
|
Amount of Registration Fee (3)
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial effective date
|
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
||||||||||||
Fees to
Be Paid |
Debt
|
Debt Securities
|
Rule 457(o)
|
|||||||||
Equity
|
Common Stock, $0.01 par value
|
Rule 457(o)
|
||||||||||
Equity
|
Preferred Stock, $0.01 par value
|
Rule 457(o)
|
||||||||||
Other
|
Depositary Shares
|
Rule 457(o)
|
||||||||||
Other
|
Warrants
|
Rule 457(o)
|
||||||||||
Unallocated
(Universal)
Shelf
|
Rule 457(o)
|
$2,000,000,000
|
0.0001102
|
$220,400
|
||||||||
Fees
Previously Paid |
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
|||||
Carry Forward Securities
|
||||||||||||
Carry
Forward Securities |
Debt
|
Debt Securities
|
415(a)(6)
|
S-3
|
333-235474
|
02/25/2021
|
||||||
Equity
|
Common Stock, $0.01 par value
|
415(a)(6)
|
S-3
|
333-235474
|
02/25/2021
|
|||||||
Equity
|
Preferred Stock, $0.01 par value
|
415(a)(6)
|
S-3
|
333-235474
|
02/25/2021
|
|||||||
Other
|
Depositary Shares
|
415(a)(6)
|
S-3
|
333-235474
|
02/25/2021
|
|||||||
Other
|
Warrants
|
415(a)(6)
|
S-3
|
333-235474
|
02/25/2021
|
|||||||
Unallocated
(Universal)
Shelf
|
415(a)(6)
|
$1,000,000,000 (4)
|
S-3
|
333-235474
|
02/25/2021
|
$109,100
|
||||||
Total Offering Amounts
|
$3,000,000,000
|
$220,400
|
||||||||||
Total Fees Previously Paid
|
—
|
|||||||||||
Total Fee Offsets
|
—
|
|||||||||||
Net Fee Due
|
$220,400
|
(1) |
The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to each class of securities to be registered pursuant to
Instruction 2.A.iii.b. to Item 16(b) of Form S-3 under the Securities Act of 1933 as amended, or the Securities Act. The aggregate maximum offering price of all securities to be issued by HP Inc. (the “Registrant”) pursuant to this
Registration Statement shall not have a maximum aggregate offering price that exceeds $3,000,000,000 in U.S. dollars or the equivalent at the time of offering in any other currency. The amount also includes such indeterminate principal
amount, liquidation amount or number of identified classes of securities as may be issued upon conversion or exchange of debt securities, preferred stock or warrants that provide for conversion or exchange into other securities. No separate
consideration will be received for shares of common stock that are issued upon exchange or conversion of debt securities, preferred stock or warrants. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid
in respect of any guarantees of any other obligations.
|
(2) |
The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.ii.b. to Item 16(b) of Form S-3 under the Securities Act.
|
(3) |
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act. Calculated in accordance with Section 6 of the
Securities Act and Rule 457 under the Securities Act by multiplying .0001102 and the proposed maximum aggregate offering price.
|
(4) |
Pursuant to Rule 415(a)(6) under the Securities Act, securities with a maximum aggregate price of $1,000,000,000 registered hereunder are unsold securities (the “Unsold
Securities”) previously registered by the Registrant’s registration statement on Form S-3 (File No. 333-235474) which was initially filed with the Securities and Exchange Commission on December 12, 2019 and was subsequently amended by (a) the
Post-Effective Amendment No. 1 dated December 9, 2020, and (b) the Post-Effective Amendment No. 2 dated December 10, 2020 (as amended, the “Prior Registration Statement”), are included in this Registration Statement. The Prior Registration
Statement became effective on February 25, 2021. The Registrant paid a filing fee of $109,100 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement) relating to the Unsold Securities under
the Prior Registration Statement, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this Registration Statement. During the grace period afforded by Rule 415(a)(5) under the Securities
Act, the Registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration
Statement, the Registrant sells any Unsold Securities under the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated number of Unsold Securities from the Prior
Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the
offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
|
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