SOURCE: HP

HP

October 29, 2015 07:45 ET

Hewlett-Packard Company Announces Tender Results for Cash Tender Offers

PALO ALTO, CA--(Marketwired - Oct 29, 2015) -  Hewlett-Packard Company ("HP Co.") (NYSE: HPQ) today announced the expiration and final results of its previously announced cash tender offers (collectively, the "Tender Offers") to purchase outstanding debt securities of HP Co. set forth in Tables I and II below (collectively, the "Notes" and each a "series" of Notes). The Tender Offers expired at 11:59 p.m. New York City time on October 28, 2015 (the "Expiration Time").

As of 5:00 p.m. New York City time on October 14, 2015 (the "Early Tender Deadline"), holders of $4,349,172,000 in aggregate principal amount of the Notes subject to the tender offer for any and all of the outstanding Notes set forth in Table I (the "Any and All Tender Offer"), representing approximately 66.40% of the aggregate principal amount of outstanding Notes subject to the Any and All Tender Offer, had validly tendered and not withdrawn such Notes. HP Co. accepted for purchase all Notes tendered and not withdrawn prior to the Early Tender Deadline in the Any and All Tender Offer. As of the Early Tender Deadline, holders of $5,780,338,000 in aggregate principal amount of the Notes subject to the tender offer for the outstanding Notes set forth in Table II (the "Waterfall Tender Offer"), representing 65.69% of the aggregate principal amount of outstanding Notes subject to the Waterfall Tender Offer, had validly tendered and not withdrawn such Notes. Since the Waterfall Tender Offer was oversubscribed as of the Early Tender Deadline, the principal amount of each series of Notes accepted for purchase was 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. Accordingly, HP Co. accepted for purchase $2,299,792,000 in aggregate principal amount of Notes in the Waterfall Tender Offer.

On October 16, 2015 (the "Initial Settlement Date"), the holders of the Notes accepted for purchase received the total consideration previously announced, plus any accrued and unpaid interest on the purchased Notes from the last payment date for such Notes to, but excluding, the Initial Settlement Date.

Following the Early Tender Deadline, an additional $55,658,000 in aggregate principal amount of the Notes subject to the Any and All Tender Offer were validly tendered prior to the Expiration Time. HP Co. expects that it will accept for purchase all such Notes validly tendered prior to the Expiration Time and that the settlement for such Notes will occur on October 29, 2015.

Table I -- Any and All Tender Offer

Title of Security   CUSIP
Number
  Aggregate
Principal
Amount
Outstanding
  Notes
Tendered
Before
Early
Tender
Deadline
  Notes
Tendered
After
Early
Tender
Deadline
and
On or
Before
Expiration
Date
  Aggregate
Principal
Amount
of
Notes
Accepted
for
Purchase
2.200% Notes due Dec. 2015   428236BE2   $650,000,000   $340,549,000   $720,000   $341,269,000
2.650% Notes due June 2016   428236BL6   $1,000,000,000   $653,557,000   $300,000   $653,857,000
3.000% Notes due Sept. 2016   428236BP7   $1,300,000,000   $868,394,000   $41,740,000   $910,134,000
3.300% Notes due Dec. 2016   428236BU6   $850,000,000   $627,772,000   $1,855,000   $629,627,000
5.40% Notes due March 2017   428236AM5   $500,000,000   $337,265,000   $1,045,000   $338,310,000
2.600% Notes due Sept. 2017   428236BW2   $1,500,000,000   $1,062,730,000   $1,739,000   $1,064,469,000
5.50% Notes due March 2018   428236AS2   $750,000,000   $458,905,000   $8,259,000   $467,164,000

Table II -- Waterfall Tender Offer

Title of Security   CUSIP
Number
  Aggregate
Principal
Amount
Outstanding
  Acceptance
Priority
Level
  Aggregate
Principal
Amount
of Notes
Accepted
for
Purchase
2.750% Notes due Jan. 2019   428236BY8   $1,250,000,000   1   $950,206,000
Floating Rate Notes due Jan. 2019   428236BZ5   $750,000,000   2   $648,367,000
3.750% Notes due Dec. 2020   428236BF9   $1,350,000,000   3   $701,219,000
4.300% Notes due June 2021   428236BM4   $1,250,000,000   4   $0
4.375% Notes due Sept. 2021   428236BQ5   $1,000,000,000   5   $0
4.650% Notes due Dec. 2021   428236BV4   $1,500,000,000   6   $0
4.050% Notes due Sept. 2022   428236BX0   $500,000,000   7   $0
6.000% Notes due Sept. 2041   428236BR3   $1,200,000,000   8   $0

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.

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.

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