0001193125-18-094124.txt : 20180323 0001193125-18-094124.hdr.sgml : 20180323 20180323161103 ACCESSION NUMBER: 0001193125-18-094124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180323 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HP INC CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04423 FILM NUMBER: 18710214 BUSINESS ADDRESS: STREET 1: 1501 PAGE MILL ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508571501 MAIL ADDRESS: STREET 1: 1501 PAGE MILL ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 FORMER COMPANY: FORMER CONFORMED NAME: HEWLETT PACKARD CO DATE OF NAME CHANGE: 19920703 8-K 1 d556930d8k.htm 8-K 8-K

 

 

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

March 23, 2018

Date of Report (Date of Earliest Event Reported)

 

 

 

LOGO

HP Inc.

(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.)

1501 PAGE MILL ROAD, PALO ALTO, CA   94304
(Address of principal executive offices)   (Zip code)

(650) 857-1501

(Registrant’s 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 7.01. Regulation FD Disclosure.

On March 23, 2018, HP Inc. (the “Company”) issued a press release announcing the early tender results of its previously announced (i) cash tender offer for up to $1.75 billion in aggregate principal amount of its outstanding 4.650% Global Notes due December 2021 (the “December 2021 Notes”), 4.375% Global Notes due September 2021, 4.300% Global Notes due June 2021, 4.050% Global Notes due September 2022, 3.750% Global Notes due December 2020, 6.000% Global Notes due September 2041 and 2.75% Global Notes due January 2019 (collectively, the “Notes”) and (ii) a related solicitation of consents from holders of the December 2021 Notes to certain amendments to the indenture under which the December 2021 Notes were issued (such tender offer and consent solicitation are collectively referred to as the “Tender Offer”). The Company further announced that it has increased the combined aggregate principal amount of the Notes, and the maximum tender subcap with respect to acceptance priority levels 1 through 3, from $1.75 billion to approximately $1.85 billion. A copy of the news release announcing the early tender results and the upsizing of the maximum amount, and which describes the Tender Offer in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.

On March 23, 2018, the Company also issued a news release announcing the pricing for the Tender Offer. A copy of the news release announcing pricing for the Tender is hereby incorporated by reference and attached hereto as Exhibit 99.2.

This Current Report on Form 8-K, including the news 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 Offer. The Tender Offer is 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.

The foregoing description and the other information in this Current Report on Form 8-K regarding the Tender Offer are included in this report solely for informational purposes. The information reported in this Item 7.01, including the material attached as Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

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 the Company 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 the Company for future operations; any statements regarding the Tender Offer; any other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Other important factors that could cause the statements made in this document or the actual results of operations or financial condition of the Company to differ include, without limitation, that the Tender Offer is subject to market conditions and a number of other conditions and approvals, and the final terms of the Tender Offer may vary substantially as a result of market and other conditions. There can be no assurance that the Tender Offer will be completed as described herein or at all. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in the Company’s filings with the Securities and Exchange Commission, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017 and the Company’s other filings with the Securities and Exchange Commission. The Company assumes no obligation and does not intend to update these forward-looking statements.


Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number    Description
Exhibit 99.1    HP Inc. News Release dated March 23, 2018, entitled “HP Inc. Announces Early Tender Results for Cash Tender Offer; Increases the Maximum Amount to $1.85 Billion.”
Exhibit 99.2    HP Inc. News Release dated March 23, 2018, entitled “HP Inc. Announces Pricing for its Cash Tender Offer.”


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.

 

   

HP Inc.

DATE: March 23, 2018

   

By:

 

/s/ Ruairidh Ross

   

Name:

 

Ruairidh Ross

   

Title:

 

Deputy General Counsel

and Assistant Secretary

EX-99.1 2 d556930dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

HP Inc.

1501 Page Mill Road

Palo Alto, CA 94304

 

hp.com

   LOGO

News Release

HP Inc. Announces Early Tender Results for Cash Tender Offer; Increases the Maximum Amount to $1.85 Billion

PALO ALTO, Calif., Mar. 23, 2018 (GLOBENEWSWIRE) – HP Inc. (“HP”) (NYSE: HPQ) today announced the early tender results as of 5:00 p.m. New York City time on March 22, 2018 (the “Early Tender Deadline”) for its previously announced cash tender offer (the “Tender Offer”) to purchase outstanding debt securities of HP listed in the table below up to a combined aggregate principal amount of the notes listed in the table below (collectively, the “Notes,” and each a “Series” of Notes) from each registered holder of the applicable Series of Notes (each, a “Holder,” and collectively, the “Holders”). HP further announced that it has increased the combined aggregate principal amount of the Notes, and the Maximum Tender SubCap with respect to Acceptance Priority Levels 1 through 3, from $1.75 billion to approximately $1.85 billion (as set forth in the table with respect to Acceptance Priority Levels 1 through 3, the “Maximum Amount”). The Expiration Date of the Tender Offer is 11:59 p.m., New York City time, on April 5, 2018, unless extended or earlier terminated by HP. However, because more than the Maximum Amount of Notes was tendered at or before the Early Tender Deadline, HP will not accept any further tenders of Notes, unless HP elects to amend the terms of the Tender Offer.

The principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Tender Offer as of the Early Tender Deadline is set forth in the tables below.

 

Title of Security

   CUSIP / ISIN    Aggregate Principal
Amount Outstanding
     Maximum
Tender
SubCap
     Acceptance
Priority
Level
   Principal Amount
Tendered as of the Early
Tender Date
     Percent of Amount
Outstanding Tendered
 

4.650% Global Notes due
December 9, 2021

   428236BV4/
US428236BV43
   $ 1,500,000,000      $ 1,849,841,000      1    $ 804,838,000        53.66

4.375% Global Notes due
September 15, 2021

   428236BQ5/
US428236BQ57
   $ 1,000,000,000         2    $ 462,082,000        46.21

4.300% Global Notes due
June 1, 2021

   428236BM4/
US428236BM44
   $ 1,250,000,000         3    $ 582,921,000        46.63

4.050% Global Notes due
September 15, 2022

   428236BX0/
US428236BX09
   $ 500,000,000        $450,000,000      4    $ 96,182,000        19.24

3.750% Global Notes due
December 1, 2020

   428236BF9/
US428236BF92
   $ 648,781,000         5    $ 182,813,000        28.18

6.000% Global Notes due
September 15, 2041

   428236BR3/
US428236BR31
   $ 1,200,000,000        $300,000,000      6    $ 199,725,000        16.64

2.750% Global Notes due
January 14, 2019

   428236BY8/
US428236BY81
   $ 299,794,000        N/A      7    $ 83,555,000        27.87

Because the aggregate principal amount of Notes validly tendered prior to the Early Tender Deadline exceeds the Maximum Amount, HP will accept for payment Notes validly tendered in accordance with the acceptance priority levels and the applicable Tender SubCaps. HP expects to accept all Notes tendered with Acceptance Priority Levels 1 through 3, and none of the Notes tendered with Acceptance Priority Levels 4 through 7.

As previously announced, in connection with the Tender Offer, HP also solicited consents (the “Consents”) from Holders of HP’s 4.650% Global Notes due December 9, 2021 (the “4.650% Notes”) to amend certain provisions (the “Proposed Amendments”) of the Senior Debt Securities Indenture dated as of June 1, 2000 (the “Indenture”) under which the 4.650% Notes were issued and as it relates to the 4.650% Notes. The “Consent Solicitation” refers to the solicitation of the Consents. The Proposed Amendments would amend the applicable Indenture as described in the Offer to Purchase to, among other things, eliminate substantially all of the restrictive covenants under the Indenture exclusively with respect to the 4.650% Notes. The Proposed Amendments must be consented to by Holders of a majority in principal amount (the “Requisite Consents”) of the outstanding 4.650% Notes issued under the Indenture in order to be adopted with respect to the 4.650% Notes. Based on the results above, HP has received the Requisite Consents from Holders of the 4.650% Notes to amend the Indenture with respect to the 4.650% Notes. As a result, a supplemental indenture will be promptly executed to effect the Proposed Amendments to the Indenture.

The complete terms of the Tender Offer and the Consent Solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement dated March 9, 2018 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Consent and Letter of Transmittal (the “Letter of Transmittal”). Consummation of the Tender Offer and the Consent Solicitation is subject to a number of conditions, including the absence of certain adverse legal and market developments. Subject to applicable law, HP may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer and/or the Consent Solicitation with respect to one or more Series of Notes and/or increase or decrease the Maximum Amount and/or any Maximum Tender SubCap. The Tender Offer is neither conditioned upon any minimum amount of Notes being tendered nor on the satisfaction of the conditions to the Consent Solicitation. There are no guaranteed delivery provisions applicable to the Tender Offer or the Consent Solicitation.

Holders of Notes must have validly tendered and not validly withdrawn their Notes and, with respect to the 4.650% Notes, validly delivered and not validly revoked their Consents to the Proposed Amendments to the Indenture, at or before the Early Tender Deadline, to be eligible to receive the applicable Total Consideration (as described in the Offer to Purchase) for their tendered Notes, which includes an early tender payment of $30 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). The Total Consideration for each $1,000 principal amount of Notes of any Series tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such Series over the yield corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series, as calculated by BofA Merrill Lynch and Citigroup Global Markets Inc. at 11:00 a.m., New York City time, on March 23, 2018. Assuming the Tender Offer and Consent Solicitation are not extended and the conditions to the Tender Offer and Consent Solicitation are satisfied or waived, HP expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be on March 26, 2018. 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 applicable settlement date. As of the Early Tender Deadline, the Holders’ withdrawal and revocation rights have expired.

This news 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 and the Consent Solicitation are being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.

BofA Merrill Lynch and Citigroup Global Markets Inc. are serving as the Dealer Managers and the Solicitation Agents in connection with the Tender Offer and the Consent Solicitation. BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC are serving as Co-Dealer Managers. Questions regarding the terms of the Tender Offer and the Consent Solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect) or to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as the Tender Agent and the Information Agent for the Tender Offer and the Consent Solicitation, at the following telephone numbers: banks and brokers at (212) 430-3774 (collect); all others at (866) 924-2200 (toll free).

Forward-Looking Statements

This news release contains forward-looking statements that involve risks, uncertainties and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements about the expected timing, size or other terms of the Tender Offer and the Consent Solicitation and HP’s ability to complete the Tender Offer and the Consent Solicitation. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond HP’s control, which could cause HP’s actual results to differ materially from those indicated in HP’s forward-looking statements. Please see the Cautionary Statement Regarding Forward-Looking Statements in the Offer to Purchase, as well as other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017, and HP’s other filings with the U.S. Securities and Exchange Commission. HP disclaims and does not undertake any obligation to update or revise any forward-looking statement in this news release, except as required by applicable law or regulation.

About HP Inc.

HP Inc. creates technology that makes life better for everyone, everywhere. Through our portfolio of printers, PCs, mobile devices, solutions, and services, we engineer experiences that amaze. More information about HP Inc. (NYSE: HPQ) is available at http://www.hp.com.

© Copyright 2018 HP Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP Inc. products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP Inc. shall not be liable for technical or editorial errors or omissions contained herein.

Editorial contacts

HP Inc. Media Relations

MediaRelations@hp.com

HP Inc. Investor Relations

InvestorRelations@hp.com

EX-99.2 3 d556930dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

HP Inc.

1501 Page Mill Road

Palo Alto, CA 94304

 

hp.com

   LOGO

News Release

HP Inc. Announces Pricing for its Cash Tender Offer

PALO ALTO, Calif., Mar. 23, 2018 (GLOBENEWSWIRE) – HP Inc. (“HP”) (NYSE: HPQ) today announced the pricing for its previously announced cash tender offer (the “Tender Offer”) to purchase outstanding debt securities of HP up to a combined aggregate principal amount of the notes listed in the table below (collectively, the “Notes,” and each a “Series” of Notes) from each registered holder of the applicable Series of Notes (each, a “Holder,” and collectively, the “Holders”) equal to approximately $1.85 billion (the “Maximum Amount”), subject to certain Acceptance Priority Levels and the applicable Maximum Tender SubCaps, each as specified in the table below. As previously announced, because more than the Maximum Amount of Notes was tendered at or before 5:00 p.m. New York City time on March 22, 2018 (the “Early Tender Deadline”), HP will not accept any further tenders of Notes, unless HP elects to amend the terms of the Tender Offer.

The Tender Offer is being made pursuant to the Offer to Purchase and Consent Solicitation Statement dated March 9, 2018 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Consent and Letter of Transmittal (the “Letter of Transmittal”), which set forth a description of the terms and conditions of the Tender Offer.

The “Total Consideration” for each $1,000 principal amount of Notes of any Series tendered and accepted for purchase pursuant to the Tender Offer has been determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such Series (as set forth in the table below) over the yield (the “Reference Yield”) to maturity corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series in the table below (the “Reference U.S. Treasury Security”), as calculated by BofA Merrill Lynch and Citigroup Global Markets Inc. at 11:00 a.m., New York City time, on March 23, 2018 (the “Price Determination Time”). Holders of Notes who validly tendered and did not validly withdraw their Notes and, with respect to the 4.650% Notes, who validly delivered and did not validly revoke their Consents (as defined below), 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 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.

 

Title of Security

 

CUSIP / ISIN

  Aggregate Principal
Amount Outstanding
    Maximum
Tender
SubCap
  Acceptance
Priority
Level
 

Reference
Security

  Bloomberg
Reference
Page
  Reference
Treasury
Yield
  Fixed
Spread
  Total
Consideration
(1) (2) (3)

4.650% Global Notes due
December 9, 2021

  428236BV4/
US428236BV43
  $ 1,500,000,000       1   2.250% U.S.
Treasury Notes due
February 15, 2021
  FIT1   2.427%   55 bps   $1,058.20

4.375% Global Notes due
September 15, 2021

  428236BQ5/
US428236BQ57
  $ 1,000,000,000     $1,849,841,000   2   2.250% U.S.
Treasury Notes due
February 15, 2021
  FIT1   2.427%   55 bps   $1,045.75

4.300% Global Notes due
June 1, 2021

  428236BM4/
US428236BM44
  $ 1,250,000,000       3   2.250% U.S.
Treasury Notes due
February 15, 2021
  FIT1   2.427%   50 bps   $1,041.37

4.050% Global Notes due
September 15, 2022

  428236BX0/
US428236BX09
  $ 500,000,000     $450,000,000   4   2.625% U.S.
Treasury Notes due
February 28, 2023
  FIT1   2.625%   55 bps   $1,036.18

3.750% Global Notes due
December 1, 2020

  428236BF9/
US428236BF92
  $ 648,781,000       5   2.250% U.S.
Treasury Notes due
February 29, 2020
  FIT1   2.279%   55 bps   $1,023.58

6.000% Global Notes due
September 15, 2041

  428236BR3/
US428236BR31
  $ 1,200,000,000     $300,000,000   6   2.750% U.S.
Treasury Notes due
November 15, 2047
  FIT1   3.088%   225 bps   $1,087.98

2.750% Global Notes due
January 14, 2019

  428236BY8/
US428236BY81
  $ 299,794,000     N/A   7   1.125% U.S.
Treasury Notes due
January 15, 2019
  FIT4   2.091%   20 bps   $1,003.60

 

(1) Per $1,000 principal amount of Notes.
(2) Includes a consent fee for the Consents with respect to the 4.650% Notes.
(3) Includes the Early Tender Premium per $1,000 principal amount of Notes for each Series as set forth in this table.

Because the aggregate principal amount of Notes validly tendered prior to the Early Tender Deadline exceeded $1.75 billion, HP will accept for payment, up to the Maximum Amount, Notes validly tendered in accordance with the Acceptance Priority Levels and the applicable Tender SubCaps. HP expects to accept all Notes tendered with Acceptance Priority Levels 1 through 3, and none of the Notes tendered with Acceptance Priority Levels 4 through 7.

As previously announced, in connection with the Tender Offer, HP also commenced a solicitation (the “Consent Solicitation”) of consents (the “Consents”) from Holders of HP’s 4.650% Global Notes due December 9, 2021 (the “4.650% Notes”) to amend certain provisions (the “Proposed Amendments”) of the Senior Debt Securities Indenture dated as of June 1, 2000 (the “Indenture”) under which the 4.650% Notes were issued and as it relates to the 4.650% Notes. The Proposed Amendments would amend the applicable Indenture as described in the Offer to Purchase to, among other things, eliminate substantially all of the restrictive covenants under the Indenture exclusively with respect to the 4.650% Notes. The Proposed Amendments must be consented to by Holders of a majority in principal amount (the “Requisite Consents”) of the outstanding 4.650% Notes issued under the Indenture in order to be adopted with respect to the 4.650% Notes. Because HP has received the Requisite Consents from Holders of the 4.650% Notes to amend the Indenture with respect to the 4.650% Notes, a supplemental indenture will be promptly executed to effect the Proposed Amendments to the Indenture.

The complete terms of the Tender Offer and the Consent Solicitation are set forth in the Offer to Purchase and in the accompanying Letter of Transmittal. Consummation of the Tender Offer and the Consent Solicitation is subject to a number of conditions, including the absence of certain adverse legal and market developments. Subject to applicable law, HP may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer and/or the Consent Solicitation with respect to one or more Series of Notes and/or increase or decrease the Maximum Amount and/or any Maximum Tender SubCap. The Tender Offer is neither conditioned upon any minimum amount of Notes being tendered nor on the satisfaction of the conditions to the Consent Solicitation. There are no guaranteed delivery provisions applicable to the Tender Offer or the Consent Solicitation.

Holders of Notes must have validly tendered and not validly withdrawn their Notes and, with respect to the 4.650% Notes, validly delivered and not validly revoked their Consents to the Proposed Amendments to the Indenture, at or before the Early Tender Deadline, to be eligible to receive the applicable Total Consideration (as described in the Offer to Purchase) for their tendered Notes, which includes an early tender payment of $30 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). The Total Consideration for each $1,000 principal amount of Notes of any Series tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such Series over the yield corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series, as calculated by BofA Merrill Lynch and Citigroup Global Markets Inc. at 11:00 a.m., New York City time, on March 23, 2018. Assuming the Tender Offer and Consent Solicitation are not extended and the conditions to the Tender Offer and Consent Solicitation are satisfied or waived, HP expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be on March 26, 2018. 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 applicable settlement date. As of the Early Tender Deadline, the Holders’ withdrawal and revocation rights have expired.

This news 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 and the Consent Solicitation are being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.

BofA Merrill Lynch and Citigroup Global Markets Inc. are serving as the Dealer Managers and the Solicitation Agents in connection with the Tender Offer and the Consent Solicitation. BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC are serving as Co-Dealer Managers. Questions regarding the terms of the Tender Offer and the Consent Solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect) or to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as the Tender Agent and the Information Agent for the Tender Offer and the Consent Solicitation, at the following telephone numbers: banks and brokers at (212) 430-3774 (collect); all others at (866) 924-2200 (toll free).

Forward-Looking Statements

This news release contains forward-looking statements that involve risks, uncertainties and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements about the expected timing, size or other terms of the Tender Offer and the Consent Solicitation and HP’s ability to complete the Tender Offer and the Consent Solicitation. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond HP’s control, which could cause HP’s actual results to differ materially from those indicated in HP’s forward-looking statements. Please see the Cautionary Statement Regarding Forward-Looking Statements in the Offer to Purchase, as well as other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017, and HP’s other filings with the U.S. Securities and Exchange Commission. HP disclaims and does not undertake any obligation to update or revise any forward-looking statement in this news release, except as required by applicable law or regulation.

About HP Inc.

HP Inc. creates technology that makes life better for everyone, everywhere. Through our portfolio of printers, PCs, mobile devices, solutions, and services, we engineer experiences that amaze. More information about HP Inc. (NYSE: HPQ) is available at http://www.hp.com.

© Copyright 2018 HP Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP Inc. products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP Inc. shall not be liable for technical or editorial errors or omissions contained herein.

Editorial contacts

HP Inc. Media Relations

MediaRelations@hp.com

HP Inc. Investor Relations

InvestorRelations@hp.com

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