false000004721700000472172022-03-292022-03-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported)
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(Exact name of registrant as specified in its charter)
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Delaware
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1-4423
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94-1081436
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1501 Page Mill Road,
Palo Alto, California
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(Address of principal executive offices)
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(Zip code)
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(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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HPQ
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New York Stock Exchange
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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 8.01 Other
Events
On March 29, 2022, HP Inc. (the “Company” or “HP”) launched and priced an offering of (i) $1,000,000,000 aggregate principal amount of
4.000% notes due 2029 (the “2029 Notes”) and (ii) $1,000,000,000 aggregate principal amount of 4.200% notes due 2032 (the “2032 Notes” and, the 2032 Notes together with the 2029 Notes, the “Notes”). The offering closed on March 31, 2022. The Notes
were registered under the Securities Act, pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-235474) filed with the Securities and Exchange Commission on December 12, 2019, as amended by Post-Effective Amendment No. 1
thereto dated December 9, 2020, and Post-Effective Amendment No. 2 thereto dated December 10, 2020 (as so amended, the “Registration Statement”). The Notes were issued pursuant to the Indenture, dated as of June 17, 2020 (as amended and supplemented
from time to time, the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
In connection with the offer and sale of the Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) among
the Company, BNP Paribas Securities Corp., BofA Securities, Inc., Goldman Sachs & Co. LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein. The Underwriting Agreement is attached hereto as Exhibit 1.1.
The Indenture has been filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K and is incorporated herein by reference. A form of each series of the Notes is attached hereto as Exhibits 4.2 and 4.3. The Company’s
officers’ certificate, dated March 31, 2022 (the “301 Officers’ Certificate”), authorizing the terms of the Notes pursuant to Section 301 of the Indenture, is attached hereto as Exhibit 4.4. In connection with the issuance of the Notes, Gibson,
Dunn & Crutcher LLP has provided a legal opinion and consent, which are attached hereto as Exhibits 5.1 and 23.1, respectively.
On March 29, 2022, the Company issued a press release announcing the pricing of the offering of the Notes. A copy of the news release
announcing the pricing of the offering of the Notes, which describes the offering of the Notes in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
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Underwriting Agreement dated March 29, 2022, by and among the Company, BNP Paribas Securities Corp., BofA Securities, Inc., Goldman Sachs & Co.
LLC and HSBC Securities (USA) Inc.
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Indenture, dated as of June 17, 2020, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to
Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on June 17, 2020).
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Form of 4.000% notes due 2029.
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Form of 4.200% notes due 2032.
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Officers’ Certificate, dated March 31, 2022, delivered pursuant to Section 301 of the Indenture.
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Opinion of Gibson, Dunn & Crutcher LLP.
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).
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HP Inc. News Release, dated March 29, 2022.
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104
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Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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HP INC.
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DATE: March 31, 2022
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By:
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/s/ RICK HANSEN
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Name:
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Rick Hansen
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Title:
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Deputy General Counsel, Corporate and Corporate Secretary
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Exhibit 1.1
EXECUTION VERSION
HP INC.
$1,000,000,000 4.000% Notes due 2029
$1,000,000,000 4.200% Notes due 2032
UNDERWRITING AGREEMENT
March 29, 2022
To the Representatives named in Schedule I hereto
of the Underwriters named in Schedule II hereto
Ladies and Gentlemen:
HP Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters
named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the aggregate principal amount of each of its securities identified in Schedule II hereto
(collectively, the “Securities”), each to be issued under an Indenture (the “Indenture”), dated as of June 17, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). If the firm
or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives” as used herein shall each be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company represents and warrants to,
and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under the Securities Act of
1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has on file with the Commission a registration statement (the file number of which is
set forth in Schedule IV hereto), as amended by the Post-Effective Amendment No. 1 and the Post-Effective Amendment No. 2 thereto, including a related base prospectus, on such form for the registration under the Act of the offering and sale
of the Securities. Such registration statement, including any and all amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed with the Commission one or more preliminary prospectuses, including a
Preliminary Prospectus, in accordance with Rules 415 and 424(b), each of which has previously been furnished to you. The Company will file with the Commission a Final Prospectus relating to the Securities in accordance with Rules 430A, 430B and
424(b). As filed, such Final Prospectus shall include all Rule 430A Information and Rule 430B Information, if any, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary
Prospectus) as
the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration
Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
The terms that follow, when used in this agreement (this “Agreement”), shall have the
meanings indicated. The term “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. The term “Applicable Time” shall mean 3:35 p.m.
(Eastern Time) on March 29, 2022, or such other time as agreed to by the Company and the Representatives. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Base Prospectus”
shall mean the prospectus referred to in the preceding paragraph included in the Registration Statement at their most recent Effective Date. “Final Prospectus” shall mean the prospectus supplement relating to the Securities that is first filed
pursuant to Rule 424(b) after the Execution Time that includes the Rule 430A Information and Rule 430B Information, if any, together with the Base Prospectus. “Registration Statement” shall mean the registration statement, as amended, referred
to in the preceding paragraph, including such portions of incorporated documents as are specifically incorporated by reference since the end of the fiscal year covered by the Company’s most recent Annual Report on Form 10-K, including exhibits and
financial statements, and including any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of the registration statement pursuant to Rule 430A or Rule 430B, in the form in which
it or they has or have or shall become effective and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement or statements as so amended. “Rule 134,” “Rule
158,” “Rule 164,” “Rule 401,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430B,” “Rule 433,” “Rule 456” and “Regulation S-K” refer to such rules under the Act. “Rule 430A
Information” means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. “Rule 430B Information” means information
with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. “Disclosure Package” shall mean (i) the Base Prospectus, as amended and
supplemented to the Applicable Time, (ii) any Preliminary Prospectus, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto (including the final term sheets, substantially in the form set forth in Schedule
V hereto) and (iv) any other Free Writing Prospectuses that the parties hereto shall hereafter expressly agree in writing to be treated as part of the Disclosure Package. “Free Writing Prospectus” shall mean a free writing prospectus, as
defined in Rule 405, used in connection with the offering of the Securities. “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433, used in connection with the offering of the Securities. “Preliminary
Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the related offering and is used prior to filing of the Final Prospectus, together with the Base Prospectus. Any reference
herein to the Registration Statement, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include such portions of documents as are specifically incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange
Act”) on or before the Effective Date of the Registration Statement or the date of such Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the date of any
Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.
(b) On the Effective Date, the Registration Statement did, and when the Final Prospectus
is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and on the Closing Date
the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”); on the
applicable Effective Date and at the Execution Time, the Registration Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading; and as of its date and on the Closing Date, the Final Prospectus (together with any supplement thereto) do not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement
thereto) in reliance upon and in conformity with the Underwriter Information.
(c) This Agreement has been duly authorized, executed and delivered by the Company; the
Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation enforceable against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect and subject to
general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (collectively, the “Enforceability Exceptions”); and the Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company, subject to the Enforceability
Exceptions, entitled to the benefits of the Indenture.
(d) None of the issue and sale of the Securities, the execution, delivery and performance
by the Company of each of the Indenture, the Securities and this
Agreement (collectively, the “Transaction Documents”), the consummation of any other of the transactions
herein contemplated or the fulfillment of the terms hereof will conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or assets of the
Company or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company, (ii) the terms of any indenture, agreement or other instrument to which the Company or its subsidiaries is a party or bound, or (iii) any law, statute,
judgment, order, decree, rule, regulation or order applicable to the Company of any court, arbitrator or governmental authority or agency having jurisdiction over the Company or any of its subsidiaries, except where the conflict, breach, default,
lien, charge or encumbrance of which in clause (ii) or clause (iii) above would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position or results of operations of the Company and its
subsidiaries, taken as a whole, or on the performance by the Company of its obligations under this Agreement and the Securities (a “Material Adverse Effect”).
(e) At the Applicable Time, the Disclosure Package, when taken together as a whole, did
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not
apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information.
(f) No order suspending the effectiveness of the Registration Statement or preventing or
suspending the use of any Preliminary Prospectus has been issued by the Commission and no proceeding for those purposes or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or threatened by the
Commission. The Company has paid the registration fee for this offering pursuant to Rule 456(a) and 457(o).
(g) The Company is permitted to use each Issuer Free Writing Prospectus pursuant to Rule
164(e)(2) under the Act. Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement
deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information. The Company
(including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written
communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 and (ii) the Disclosure Package.
(h) [Reserved]
(i) The documents incorporated by reference in each of the Registration Statement, the
Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable.
(j) The financial statements and the related notes thereto included or incorporated by
reference in each of the Registration Statement, the Disclosure Package and the Final Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, in all material
respects, the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in each of the Registration Statement, the Disclosure
Package and the Final Prospectus present fairly, in all material respects, the information required to be stated therein; and the other financial information with respect to the Company included or incorporated by reference in each of the
Registration Statement, the Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly, in all material respects, the information shown thereby. The interactive
data in eXtensible Business Reporting Language included in each of the Registration Statement, the Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto.
(k) Since the date of the most recent financial statements of the Company included in
each of the Registration Statement, the Disclosure Package and the Final Prospectus, there has not been any material change in the capital stock or material increase in long-term debt of the Company and its subsidiaries, taken as a whole, or any
material adverse change or any development involving a prospective material adverse change, in or affecting the business, properties, financial position or results of operations of the Company and its subsidiaries, taken as a whole, except in each
case as otherwise disclosed in each of the Disclosure Package and the Final Prospectus.
(l) The Company and each of its significant subsidiaries (as defined in Rule 1-02 of
Regulation S-X) (each such subsidiary, a “Significant Subsidiary”) have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business in
each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses so as to require such qualification, and have all power and authority necessary to own or hold their respective properties and to
conduct the businesses as described in the Registration Statement, the Disclosure Package and the Final Prospectus, except to the extent that the failure to be so qualified, to be in good standing or to have such power or authority would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(m) [Reserved]
(n) No consent, approval, authorization, order, registration or qualification of or with
any court, arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and the consummation of the
transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as have been obtained or made and are in full force and effect and as may be required under
applicable state securities laws in connection with the purchase and resale of the Securities by the Underwriters.
(o) Except as described in each of the Disclosure Package and the Final Prospectus, there
are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property,
right or asset of the Company or any of its subsidiaries is or may be the subject, and, to the knowledge of the Company, no such Actions are threatened or contemplated by any governmental or regulatory authority or by others that, individually or in
the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect.
(p) Ernst & Young LLP, who have certified certain financial statements of the Company
and its subsidiaries, are independent public accountants with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as
required by the Act.
(q) The Company is not, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in each of the Registration Statement, the Disclosure Package and the Final Prospectus, will not be, an “investment company” or an entity “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
(r) The Company maintains “disclosure controls and procedures” (as defined in Rule
13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required
disclosure. Such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.
(s) The Company and its subsidiaries maintain systems of internal accounting controls
that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Except as disclosed in each of the Disclosure Package and the Final Prospectus, the Company is not aware of any material weaknesses in its internal controls.
(t) Except as disclosed in each of the Disclosure Package and the Final Prospectus, none
of the Company, any of its subsidiaries, any director or officer of the Company or any of its subsidiaries, or, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any
of its subsidiaries has taken any action, directly or indirectly, that would result in a violation in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the
OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption laws. The Company
and its subsidiaries have instituted and maintain and enforce policies and procedures designed to promote, and which are reasonably expected to ensure, compliance with all applicable anti-bribery and anti-corruption laws, except as otherwise
disclosed in each of the Disclosure Package and the Final Prospectus.
(u) The operations of the Company and its subsidiaries are and have been conducted at all
times in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of
all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the
Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(v) None of the Company, any of its subsidiaries, directors or officers or, to the
knowledge of the Company, any employee, agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject of any sanctions administered or enforced by the U.S. Government (including, without
limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations
Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject
of comprehensive Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk
People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region identified by Executive
Order 14065 (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity (i) for the purpose of funding or facilitating any activities of, or business with, any person that, at the time of such funding or facilitation, to the knowledge of the Company, is the subject of Sanctions, (ii) for
the purpose of funding or facilitating any activities of, or business in, any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as
underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions, except, in each case as permitted by license or exemption, or as otherwise authorized by provision of law. The Company and its subsidiaries are not now knowingly engaged in
any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, except as permitted by license or exemption, or as otherwise authorized by
provision of law.
(w) Except as otherwise disclosed in each of the Disclosure Package and the Final
Prospectus and except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently
conducted, (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their confidential information and the integrity, continuous operation,
redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and the Company is not aware of any
breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations
relating to the same and (iii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,
internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(x) The Company has not taken, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.
(y) [Reserved]
2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule IV
hereto plus accrued interest, if any, from March 31, 2022 to the Closing Date, the respective principal amounts of each of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.
3. Delivery and Payment.
(a) Delivery of and payment for the Securities shall be made at the office, on the date
and at the time specified in Schedule IV hereto, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 7 hereof (such date and time of delivery and payment for the Securities
being called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer or transfers in immediately available funds to an account designated by the Company. The Securities shall be delivered in definitive global form through the facilities of The
Depository Trust Company (“DTC”).
(b) It is understood that the several Underwriters propose to offer the Securities for
sale to the public as set forth in the Preliminary Prospectus.
4. Agreements.
(A) The Company agrees with the several Underwriters that:
(a) The Company will file the Final Prospectus, properly completed, pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement relating to the Securities shall have become effective (if not already effective), (ii) of any request by the Commission for any amendment of the Registration Statement or
amendment of or supplement to the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of
the Preliminary Prospectus, the Disclosure Package or the Final Prospectus or the institution or threatening of any proceeding for that purpose or pursuant to Section 8A of the Act and (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Company will not file or distribute any amendment to the Registration Statement, the Final Prospectus (or any supplement thereto) or any Issuer Free Writing
Prospectus or Free Writing Prospectus unless the Company has afforded you the
opportunity to review it prior to filing or distributing and will not file or distribute any such documents to which
you reasonably and timely object.
(b) If, at any time when a prospectus relating to the Securities is required to be
delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the
Final Prospectus to comply with the Act or the Exchange Act, the Company will give the Representatives prompt notice of the occurrence of such event and promptly will prepare and file with the Commission, subject to the last sentence of paragraph (a)
of this Section 4, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.
(c) The Company will make generally available to the Company’s security holders, as soon
as practicable, an earning statement that shall satisfy the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder, including Rule 158; provided, however, that such availability requirements shall be deemed
met by the Company’s compliance with its reporting requirements pursuant to the Exchange Act.
(d) The Company will furnish to the Representatives and counsel for the Underwriters,
without charge, copies of the Registration Statement (including exhibits thereto) and each amendment thereto (other than documents incorporated by reference therein) which shall have become effective on or prior to the Closing Date and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of any Preliminary Prospectus, the Final Prospectus and each
Issuer Free Writing Prospectus and any amendments thereof and supplements thereto (other than documents incorporated by reference therein) as the Representatives may reasonably request.
(e) The Company will take such action as the Representatives may reasonably request to
qualify the Securities for offer and sale under the laws of such jurisdictions as the Representatives may reasonably request, and to maintain such qualifications in effect so long as required for the distribution of the Securities; provided,
that in connection therewith the Company shall not be required to qualify to do business in any jurisdiction or to file a consent or otherwise subject itself to service of process or taxation in any jurisdiction where it is not already so subject.
(f) Until the earlier of the day on which the distribution of the Securities is completed
and the business day following the Closing Date, the Company will not, without the consent of the Representatives, offer or sell, or announce the offering of, any debt securities covered by the Registration Statement or any other registration
statement filed under the Act which mature more than one year after the date hereof and
which are substantially similar to the Securities, except any proposed issuances of debt securities with respect to
which the Company has advised the Representatives in writing prior to the execution hereof.
(g) The Company will not take, directly or indirectly, any action intended to result in
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company will prepare a final term sheet, if required, containing a description of
the Securities in compliance with Rule 164(e)(2), in a form approved by the Representatives and will file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(i) If there occurs an event or development as a result of which the Disclosure Package
would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or if it shall be necessary to
supplement the Disclosure Package to comply with the Act, the Company will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented and the Company will promptly file with the
Commission, subject to paragraph (a) of this Section 4, any amendments or supplements to the Disclosure Package that will correct such statement or omission or will effect such compliance.
(j) If there occurs an event or development as a result of which an Issuer Free Writing
Prospectus would conflict with the Registration Statement, the Preliminary Prospectus or the Final Prospectus, the Company will notify promptly the Representatives.
(k) Unless it obtains the prior written consent of the Representatives, the Company will
not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company
under Rule 433, other than the final term sheet prepared and filed pursuant to Section 4(A)(h) hereof; provided, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing
Prospectus included in Schedule III hereto. Any such Free Writing Prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will
treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing
Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(l) The Company will give the Representatives notice of its intention to make any filing
pursuant to the Exchange Act from the Execution Time to the Closing
Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing.
(B) The several Underwriters agree with the Company that:
(a) Whether or not the transactions contemplated by this Agreement are consummated or
this Agreement is terminated, the Company will pay the costs and expenses incident to the performance of its obligations hereunder, including without limitation:
(i) the costs of printing and producing all documents relating to the offering;
(ii) the reasonable fees, expenses and disbursements of outside counsel for the
Company and the Trustee relating to the offering;
(iii) any fees of Moody’s Investors Service, Inc. (“Moody’s”), S&P Global
Ratings, a division of S&P Global, Inc. (“S&P”), and Fitch Ratings, Inc. relating to the rating of the Securities; and
(iv) the fees and disbursements of Ernst & Young LLP relating to the preparation of
the letters required by Section 5(e) hereof.
(b) The several Underwriters will pay all of their own costs and expenses, including the
fees of their counsel, transfer taxes or resale of any of the Securities by them and any advertising expenses in connection with any offers they make.
(c) Notwithstanding Section 4(B)(b) hereof, if this Agreement shall be terminated by the
Underwriters because of any failure or refusal on the part of the Company to comply with the terms or to satisfy any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket
costs and expenses (including the reasonable and documented fees and expenses of their counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
(d) Unless it obtains the prior written consent of the Company, each Representative,
severally and not jointly, agrees that it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with
the Commission or retained by the Company under Rule 433, other than the final term sheet prepared and filed pursuant to Section 4(A)(h) hereof; provided, that the prior written consent of the parties hereto shall be deemed to have been given
in respect of the Issuer Free Writing Prospectus included in Schedule III hereto.
(C) Each of the Underwriters severally represents and warrants and agrees as set forth
on Schedule VI hereto.
5. Conditions to the Obligations of the Underwriters. The obligations of the
Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, as of the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates delivered by the
Company pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The Final Prospectus, or any supplement thereto, shall have been filed in the manner
and within the time period required under Rule 424(b), and any Issuer Free Writing Prospectus shall have been filed in the manner and within the time period required by Rule 433; and no stop order suspending the effectiveness of the Registration
Statement or any notice that would prevent its use, shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened.
(b) The Representatives shall have received from Gibson, Dunn & Crutcher LLP, counsel
for the Company, at the request of the Company, an opinion or opinions and 10b-5 statement, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(c) The Representatives shall have received from Cravath, Swaine & Moore LLP, counsel
for the Underwriters, such opinion or opinions and 10b-5 statement, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(d) The Company shall have furnished to the Representatives a certificate signed by an
officer of the Company reasonably acceptable to the Representatives, dated the Closing Date, to the effect:
(i) the representations and warranties of the Company in this Agreement are true and
correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date,
in each case, unless otherwise waived by the Representatives;
(ii) no stop order suspending the effectiveness of the Registration Statement, as
amended, or any notice that would prevent its use has been issued and no proceedings for that purpose or pursuant to Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; and
(iii) since the date of the most recent financial statements included in the Disclosure
Package, there has been no material adverse change in the financial condition, earnings, business or properties of the Company and its subsidiaries,
taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus.
(e) On the date of this Agreement and at the Closing Date, Ernst & Young LLP shall
have furnished to the Representatives a letter or letters dated as of such respective delivery date, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in
accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Disclosure Package and the Final Prospectus; provided,
that the letters delivered shall use a “cut-off” date no more than three business days prior to each respective delivery date.
(f) Subsequent to the respective dates of which information is given in the Registration
Statement, Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement on or after the Execution Time), there shall not have been (i) any material change in the capital stock (other than upon exercise of outstanding stock
options) or any significant increase in long-term debt of the Company or its subsidiaries, taken as a whole or (ii) any material adverse change, or any development involving a prospective material adverse change, in or affecting the financial
condition, earnings, business or properties of the Company and its subsidiaries, taken as a whole, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to
make it impractical or inadvisable to proceed with the public offering, sale or the delivery of the Securities as contemplated by the Registration Statement, the Disclosure Package and the Final Prospectus.
(g) Prior to the Closing Date, the Company shall have furnished to the Representatives
such further information, certificates and documents as the Representatives may reasonably request.
(h) Subsequent to the Execution Time, there shall not have been any decrease in the
ratings of any of the Securities or any other debt securities issued or guaranteed by the Company by Moody’s or S&P and neither Moody’s nor S&P shall have publicly announced that it has placed any of such securities under surveillance or
review, or has changed its outlook with respect thereto, with negative implications, except as disclosed prior to the Execution Time.
(i) The Securities shall be eligible for clearance and settlement through DTC.
If any of the conditions specified in this Section 5 shall not have been fulfilled in all
material respects when and as provided in this Agreement, this Agreement and all obligations of the Underwriters hereunder may be terminated at, or at any time prior to, the Closing Date by the Representatives. Notice of such termination shall be
given to the Company in writing or by telephone or facsimile confirmed in writing.
6. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each Underwriter, its respective
affiliates, agents, directors and officers and each person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities or the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading or (ii) in any Preliminary Prospectus, the Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus or the information contained in the final term
sheet required to be prepared and filed pursuant to Section 4(A)(h) hereof, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other reasonable and documented out-of-pocket
expenses incurred, as such expenses are incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Underwriter
Information. This indemnity agreement will be in addition to any liability that the Company may otherwise have.
(b) Each Underwriter severally (and not jointly) agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the preparation of the documents
referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the third paragraph, the third sentence of the
fifth paragraph, and the tenth paragraph, under the heading “Underwriting” of the Final Prospectus and the Disclosure Package, constitute the only information furnished in writing by or on behalf of the several Underwriters (the “Underwriter
Information”), and you, as the Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; provided, that the failure to notify the
indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 6, except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure. In case any such action is brought against any indemnified party and it notifies the indemnifying party in writing of the commencement thereof, the indemnifying party will be entitled to appoint counsel reasonably satisfactory to such
indemnified party to represent the indemnified party in such action; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party or that the representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them, the indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election so to appoint counsel to defend such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section
6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence
(it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel), approved by the Representatives in the case of paragraph (a) of this Section 6,
representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying person agrees to indemnify each indemnified person from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is a party and indemnity was sought hereunder by such indemnified party unless such settlement (x)
includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on
behalf of any indemnified person.
(d) In order to provide for just and equitable contribution in circumstances in which the
indemnification provided for in this Section 6 is due in accordance with its terms but is insufficient for, or for any reason held by a court to be unavailable to, the Company or the Underwriters, on grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or defending the same) to which the Company and one or more of the Underwriters may be subject (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this subsection (d). Notwithstanding the provisions of this subsection (d), (y)
in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount applicable to the Securities purchased by
such Underwriter hereunder and (z) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 6, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each affiliate, agent, director or officer of each Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights
to contribution as the Company, subject in each case to clauses (y) and (z) of this paragraph (d). Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or parties under this paragraph (d), notify in writing such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall
not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this paragraph (d). The Underwriters’ obligations to contribute pursuant to this Section 6(d) are
several in proportion to their respective underwriting commitments as set forth on Schedule II hereto, and not joint.
7. Default by an Underwriter. If any one or more Underwriters shall fail to
purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining
Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of
Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however,
that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without
liability to any nondefaulting Underwriter or the Company, except that the provisions of Sections 4(B)(a), 4(B)(b), 4(B)(c), 6, 9 and 12 hereof shall at all times be effective and shall survive such termination. In the event of a default by any
Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Disclosure Package
and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.
8. Termination. This Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) trading in securities generally on The New York Stock Exchange or trading of the Company’s common stock
on The New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities, (iii) there
shall have occurred and be continuing any major disruption of settlements of securities clearance services in the United States or (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the
effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable to proceed with the offering, sale or delivery of the Securities.
9. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities, rights of contribution and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 6 hereof, and will survive delivery of and payment for the Securities. If this Agreement is
terminated pursuant to Section 7 or if for any reason the purchase of the Securities by the Underwriters is not consummated, the
Company and the Underwriters shall remain responsible for their respective expenses and reimbursements pursuant to
Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effect.
10. Notices. All communications hereunder will be in writing and effective only
on receipt, and, if sent to the Representatives, will be mailed, delivered or faxed and confirmed to them, at (i) BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention: Debt Syndicate Desk; (ii) BofA Securities, Inc.,
1540 Broadway, NY8-540-26-01, New York, New York 10036, Facsimile: (212) 901-7881, Attention: High Grade Debt Capital Markets Transaction Management/Legal, dg.hg_ua_notices@bofa.com; (iii) Goldman Sachs & Co. LLC 200 West Street, New York, New
York 10282, Attention: Registration Department and (iv) HSBC Securities (USA) Inc., 425 Fifth Avenue – Tower 3, New York, New York 10018, Attention: Transaction Management Group, Facsimile: +1 (646) 366-3229, or, if sent to the Company, will be
mailed, delivered or faxed and confirmed to it, at HP Inc., 1501 Page Mill Drive, Mailstop 1300, Palo Alto, California 94304, attention of the Chief Financial Officer; with a copy to the Chief Legal Officer, HP Inc., 1501 Page Mill Drive, Mailstop
1300, Palo Alto, California 94304.
11. Successors. This Agreement will inure to the benefit of and be binding upon
the parties hereto and their respective successors and the affiliates, agents, officers and directors and controlling persons referred to in Section 6 hereof, and no other person will have any right or obligation hereunder.
12. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
13. Arm’s-Length Transaction. The Company acknowledges and agrees that each of
the Underwriters is acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not
as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no
responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the
Underwriters and shall not be on behalf of the Company or any other person.
14. Acknowledgment and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding and to the exclusion of any other term of this Agreement or any other
agreements, arrangements or understanding between any BRRD Party and the Company,
(a) The Company acknowledges and accepts that a BRRD Liability arising under this
Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts and agrees to be bound by:
(i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority
in relation to any BRRD Liability of each Underwriter subject to the Bail-In Powers of a Relevant Resolution Authority (a “BRRD Party”) to the Company under this Agreement, that (without limitation) may include and result in any of the following, or
some combination thereof: (1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of each BRRD
Party or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3) the cancellation of the BRRD Liability; and/or (4) the amendment or alteration of any interest, if applicable, thereon, the maturity
or the dates on which any payments are due, including by suspending payment for a temporary period; and
(ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant
Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
(b) As used in this Section 14, “Bail-in Legislation” means in relation to a member state
of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers”
means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in
Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at https://www.lma.eu.com/documents-guidelines/eu-bail-legislation-schedule; “BRRD
Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any
Bail-in Powers in relation to a BRRD Party.
15. Acknowledgment and Consent to Bail-In of UK Financial Institutions.
Notwithstanding and to the exclusion of any other term of this Agreement or any other
agreements, arrangements or understanding between any UK Bail-in Party and the Company,
(a) The Company acknowledges and accepts that a UK Bail-in Liability arising under this
Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts and agrees to be bound by:
(i) the effect of the exercise of UK Bail-in Powers by the relevant UK resolution
authority in relation to any UK Bail-In Liability of each Underwriter subject to the Bail-In Powers of the relevant UK resolution authority (a “UK Bail-In Party”) to the Company under this Agreement, that (without limitation) may include and result
in any of the following, or some combination thereof: (1) the reduction of all, or a portion, of the UK Bail-In Liability or outstanding amounts due thereon; (2) the conversion of all, or a portion, of the UK Bail-In Liability into shares, other
securities or other obligations of each UK Bail-In Party or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3) the cancellation of the UK Bail-In Liability; and/or (4) the amendment or
alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(ii) the variation of the terms of this Agreement, as deemed necessary by the relevant
UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.
(b) As used in this Section 15, “UK Bail-in Legislation” means Part I of the UK Banking
Act of 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other
insolvency proceedings); “UK Bail-in Powers” means the powers under UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify
or change the form of a liability of such a person or any contract or investment under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that
any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability; “UK Bail-In Liability” means a liability in respect of which the UK Bail-In Powers may be
exercised.
16. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the
U.S. Special Resolution Regime.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of
such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights
could be exercised under the U.S. Special Resolution Regime.
(c) For the purposes of this Section 16:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and
shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
17. Compliance with USA Patriot Act. In accordance with the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include
the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
18. Miscellaneous.
(a) The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New
York state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have
to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any
court to the jurisdiction of which Company is subject by a suit upon such judgment.
(b) Each of the parties hereto hereby waives any right to trial by jury in any suit or
proceeding arising out of or relating to this Agreement.
(c) This Agreement may be signed in counterparts, each of which shall be an original and
all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,
the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes.
(d) No amendment or waiver of any provision of this Agreement, nor any consent or
approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
(e) The headings herein are included for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this Agreement.
(f) For purposes of this Agreement, (i) except where otherwise expressly provided, the
term “affiliate” has the meaning set forth in Rule 405; (ii) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; (iii) the term “subsidiary” has the
meaning set forth in Rule 405; (iv) the term “written communication” has the meaning set forth in Rule 405.
[Signature Pages Follow]
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
| |
Very truly yours, |
| |
|
|
| |
HP Inc. |
| |
|
|
| |
By: |
/s/ Zachary J. Nesper
|
| |
|
Name: |
Zachary J. Nesper
|
| |
|
Title: |
Treasurer
|
The foregoing Agreement is hereby
confirmed and accepted on the date
specified in Schedule IV hereto.
[Signature Page to Underwriting Agreement]
| BNP Paribas Securities Corp. |
|
| |
|
|
| By: |
/s/ Rafael Ribeiro
|
|
| |
Name: |
Rafael Ribeiro
|
|
| |
Title: |
Managing Director
|
|
| |
|
|
| BofA Securities, Inc. |
|
| |
|
|
| By: |
/s/ Laurie Campbell
|
|
| |
Name: |
Laurie Campbell
|
|
| |
Title: |
Managing Director
|
|
| |
|
|
| Goldman Sachs & Co. LLC |
|
| |
|
|
| By: |
/s/ Sam Chaffin
|
|
| |
Name: |
Sam Chaffin
|
|
| |
Title: |
Vice President
|
|
| |
|
|
| HSBC Securities (USA) Inc. |
|
| |
|
|
| By: |
/s/ Patrice Altongy
|
|
| |
Name: |
Patrice Altongy
|
|
| |
Title: |
Managing Director
|
|
For themselves and the other several
Underwriters, if any, named in Schedule II
to the foregoing Agreement.
[Signature Page to Underwriting Agreement]
SCHEDULE I
Representatives
BNP Paribas Securities Corp.
BofA Securities, Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
SCHEDULE II
Underwriters
4.000% notes due 2029
| Underwriter |
|
Amount to be Purchased |
|
| BNP Paribas Securities Corp. |
|
$ |
114,584,000 |
|
| BofA Securities, Inc. |
|
|
114,584,000 |
|
| Goldman Sachs & Co. LLC |
|
|
114,583,000 |
|
| HSBC Securities (USA) Inc. |
|
|
114,583,000 |
|
| J.P. Morgan Securities LLC |
|
|
114,583,000 |
|
| Wells Fargo Securities, LLC |
|
|
114,583,000 |
|
| Citigroup Global Markets Inc. |
|
|
40,000,000 |
|
| MUFG Securities Americas Inc. |
|
|
40,000,000 |
|
| Santander Investment Securities Inc. |
|
|
40,000,000 |
|
| U.S. Bancorp Investments, Inc. |
|
|
40,000,000 |
|
| ING Financial Markets LLC |
|
|
22,500,000 |
|
| SG Americas Securities, LLC |
|
|
22,500,000 |
|
| Standard Chartered Bank |
|
|
22,500,000 |
|
| Credit Agricole Securities (USA) Inc. |
|
|
15,000,000 |
|
| Credit Suisse Securities (USA) LLC |
|
|
15,000,000 |
|
| Loop Capital Markets LLC |
|
|
15,000,000 |
|
| Academy Securities, Inc. |
|
|
10,000,000 |
|
| CastleOak Securities, L.P. |
|
|
10,000,000 |
|
| Samuel A. Ramirez & Company, Inc. |
|
|
10,000,000 |
|
| Siebert Williams Shank & Co., LLC |
|
|
10,000,000 |
|
| |
|
|
|
|
| TOTAL |
|
$ |
1,000,000,000 |
|
4.200% notes due 2032
| Underwriter |
|
Amount to be Purchased |
|
| BNP Paribas Securities Corp. |
|
$ |
114,583,000 |
|
| BofA Securities, Inc. |
|
|
114,583,000 |
|
| Goldman Sachs & Co. LLC |
|
|
114,584,000 |
|
| HSBC Securities (USA) Inc. |
|
|
114,584,000 |
|
| J.P. Morgan Securities LLC |
|
|
114,583,000 |
|
| Wells Fargo Securities, LLC |
|
|
114,583,000 |
|
| Citigroup Global Markets Inc. |
|
|
40,000,000 |
|
| MUFG Securities Americas Inc. |
|
|
40,000,000 |
|
| Santander Investment Securities Inc. |
|
|
40,000,000 |
|
| U.S. Bancorp Investments, Inc. |
|
|
40,000,000 |
|
| ING Financial Markets LLC |
|
|
22,500,000 |
|
| SG Americas Securities, LLC |
|
|
22,500,000 |
|
| Standard Chartered Bank |
|
|
22,500,000 |
|
| Credit Agricole Securities (USA) Inc. |
|
|
15,000,000 |
|
| Credit Suisse Securities (USA) LLC |
|
|
15,000,000 |
|
| Loop Capital Markets LLC |
|
|
15,000,000 |
|
| Academy Securities, Inc. |
|
|
10,000,000 |
|
| CastleOak Securities, L.P. |
|
|
10,000,000 |
|
| Samuel A. Ramirez & Company, Inc. |
|
|
10,000,000 |
|
| Siebert Williams Shank & Co., LLC |
|
|
10,000,000 |
|
| |
|
|
|
|
| TOTAL |
|
$ |
1,000,000,000 |
|
SCHEDULE III
Schedule of Free Writing Prospectuses included in Disclosure Package
Final term sheet dated March 29, 2022 with respect to the Securities filed with the Commission pursuant to Rule
433.
SCHEDULE IV
| 4.000% notes due 2029 |
| |
|
| Date of Acceptance: |
March 29, 2022 |
| |
|
| Registration Statement No.: |
333-235474 |
| |
|
| Purchase Price: |
99.142% |
| |
|
| Closing Date, Time and Place: |
10:00 a.m., Eastern Time, March 31, 2022 at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166 |
| |
|
| 4.200% notes due 2032 |
| |
|
| Date of Acceptance: |
March 29, 2022 |
| |
|
| Registration Statement No.: |
333-235474 |
| |
|
| Purchase Price: |
99.316% |
| |
|
| Closing Date, Time and Place: |
10:00 a.m., Eastern Time, March 31, 2022 at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166 |
SCHEDULE V
Form of Final Term Sheets
HP Inc.
4.000% notes due 2029
| Issuer: |
HP Inc. |
| Title of Securities: |
4.000% notes due 2029 (the “2029 Notes”) |
| Anticipated Ratings(1): |
[Intentionally Omitted] |
| Trade Date: |
March 29, 2022 |
| Settlement Date |
March 31, 2022 (T+2) |
| Maturity Date |
April 15, 2029 |
| Principal Amount: |
$1,000,000,000 |
| Interest Rate: |
4.000% per annum |
| Benchmark |
UST 1.875% due February 28, 2029 |
| Benchmark Yield |
2.488% |
| Spread to Benchmark |
+155 Basis Points |
| Reoffer Yield |
4.038% |
| Price to Public (Issue Price): |
99.767% |
| Interest Payment Dates: |
Semiannually; April 15 and October 15 of each year, commencing October 15, 2022 (subject to the following
business day convention). |
| Method of Calculation: |
30/360 |
| Optional Redemption: |
At any time prior to February 15, 2029 (two months prior to maturity), make-whole redemption at Treasury Rate plus 25 basis
points. On or after February 15, 2029 (two months prior to maturity), redemption at par. |
| CUSIP/ISIN Nos.: |
40434L AK1/ US40434LAK17 |
| Denominations |
$2,000 X $1,000 |
| Joint Book Running Managers: |
BNP Paribas Securities Corp.
BofA Securities, Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC |
| Co-Managers |
Citigroup Global Markets Inc.
MUFG Securities Americas Inc.
Santander Investment Securities Inc.
U.S. Bancorp Investments, Inc.
ING Financial Markets LLC
SG Americas Securities, LLC
Standard Chartered Bank
Credit Agricole Securities (USA) Inc.
Credit Suisse Securities (USA) LLC
Loop Capital Markets LLC
Academy Securities, Inc.
CastleOak Securities, L.P.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC |
|
(1) |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
4.200% notes due 2032
| Issuer: |
HP Inc. |
| Title of Securities: |
4.200% notes due 2032 (the “2032 Notes”) |
| Anticipated Ratings(1) |
[Intentionally Omitted] |
| Trade Date: |
March 29, 2022 |
| Settlement Date: |
March 31, 2022 (T+2) |
| Maturity Date |
April 15, 2032 |
| Principal Amount: |
$1,000,000,000 |
| Interest Rate: |
4.200% per annum |
| Benchmark |
UST 1.875% due February 15, 2032 |
| Benchmark Yield |
2.404% |
| Spread to Benchmark |
+180 Basis Points |
| Reoffer Yield |
4.204% |
| Price to Public (Issue Price): |
99.966% |
| Interest Payment Dates: |
Semiannually; April 15 and October 15 of each year, commencing October 15, 2022 (subject to the following business day
convention). |
| Method of Calculation: |
30/360 |
| Optional Redemption: |
At any time prior to January 15, 2032 (three months prior to maturity), make-whole redemption at Treasury Rate plus 30 basis
points. On or after January 15, 2032 (three months prior to maturity), redemption at par. |
| CUSIP/ISIN Nos: |
40434L AL9/ US40434LAL99 |
| Denominations |
$2,000 X $1,000 |
| Joint Book Running Managers: |
BNP Paribas Securities Corp.
BofA Securities, Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC |
| Co-Managers |
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
MUFG Securities Americas Inc.
Santander Investment Securities Inc.
U.S. Bancorp Investments, Inc.
ING Financial Markets LLC
SG Americas Securities, LLC
Standard Chartered Bank
Credit Agricole Securities (USA) Inc.
Credit Suisse Securities (USA) LLC
Loop Capital Markets LLC
Academy Securities, Inc.
CastleOak Securities, L.P.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC |
|
(1) |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange
Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the
SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus and the related prospectus supplement if you request it by calling BNP Paribas Securities Corp. toll free at 1-800-854-5674; BofA Securities, Inc. at 1-800-294-1322; Goldman Sachs & Co. LLC toll free at
1-866-471-2526 or HSBC Securities (USA) Inc. toll free at 1-866-811-8049.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER MAIL SYSTEM.
SCHEDULE VI
Offering Restrictions
Each of the Underwriters severally and not jointly, represents, warrants and agrees it will
not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the Preliminary Prospectus, and any supplement thereto, any Issuer Free Writing Prospectus and the Final Prospectus or any other offering material relating to
the Securities, in or from any jurisdiction, except under circumstances that will result in compliance with the applicable laws and regulations and that will not impose any obligations on the Company, except as set forth in the Underwriting Agreement
to which this Schedule VI is attached. The Underwriters also agree to abide by the following offering restrictions:
Prohibition of Sales to European Economic Area (“EEA”) Retail Investors
Each Underwriter severally and not jointly, represents, warrants and agrees that it has not
offered, sold or otherwise made available and will not offer, sell, or otherwise make available any Securities to any retail investor in the EEA. For purposes of this provision:
|
(a) |
(i) a “retail investor” means a person who is one (or more) of the following: a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as
amended (“MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97, as amended or superseded (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended or superseded (the “Prospectus Regulation”); and |
|
(b) |
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered
so as to enable an investor to decide to purchase or subscribe the Securities. |
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to United Kingdom (“U.K.”) Retail Investors
Each Underwriter severally and not jointly, represents, warrants and agrees that it has not
offered, sold or otherwise made available and will not offer, sell, or otherwise
make available any Securities to any retail investor in the UK. For purposes of this provision:
|
(a) |
(i) a “retail investor” means a person who is one (or more) of the following: a retail client as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules
or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of
domestic law by virtue of the EUWA, or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and |
|
(b) |
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered
so as to enable an investor to decide to purchase or subscribe the Securities. |
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the “U.K. PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the U.K. may be unlawful under the U.K. PRIIPs Regulation.
VI-2
Exhibit 4.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
HP INC.
4.000% notes due 2029
| No. R- |
$
|
| CUSIP No. 40434L AK1 |
|
HP Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Security attached hereto on April 15, 2029 (if such date is not a Business Day, payment of principal, premium, if any, and interest for the
Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after April 15, 2029, and to pay interest thereon from March 31, 2022, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing October 15, 2022, at the rate of 4.000% per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be on March 31 or September 30 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30- day months. If an Interest Payment Date on the Securities falls on a date that is not a Business Day, the payment of such interest shall be postponed to
the next succeeding Business Day as if made on the Interest Payment Date, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day.
So long as all of the Securities of this series are
represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in immediately available funds to the Depositary or to a nominee of the Depositary. If at any time the Securities of this
series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to
the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the office of The Bank of New York Mellon, an affiliate of The Bank
of New York Mellon Trust Company, N.A., the Trustee); provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its
normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on
the relevant Regular or Special Record Date, as the case may be, or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or
Special Record Date.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual, electronic or facsimile or pdf or other electronically imaged signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
| |
HP INC. |
| |
|
|
| |
By: |
|
| |
|
Name: Zachary J. Nesper |
| |
|
Title: Treasurer |
| |
|
|
| |
Attest: |
|
| |
|
Name: Rick Hansen |
| |
|
Title: Deputy General Counsel, Corporate and Corporate Secretary |
[Signature Page to 4.000% notes due 2029 – R- ]
Trustee’s Certificate of Authentication.
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Dated: ________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By: __________________________________________
Authorized Signatory
[Signature Page to 4.000% notes due 2029 – R- ]
Reverse of Security
This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 17, 2020 (herein called the “Base Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), as supplemented and modified by the Officers’ Certificate dated March 31, 2022 (as supplemented and modified,
the “Indenture”) and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially in aggregate principal amount of $1,000,000,000.
Optional Redemption
The Company will have the right to redeem the
Securities, in whole at any time or in part from time to time, on at least 10 days’ but not more than 45 days’ prior written notice sent to the registered Holders of the Securities to be redeemed.
Prior to the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price, as calculated by the Company, equal to the greater of:
(i) 100.000% of the
principal amount of the Securities to be redeemed; and
(ii) the sum, as
determined by the Company, of the present values of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Securities to be redeemed matured on the Par Call Date (exclusive of accrued and unpaid interest, if any,
to, but excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points,
plus, in each case, accrued
and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date.
On or after the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price equal to 100.000% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
If money sufficient to pay the Redemption Price of and
accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the conditions set forth in Article 11 of the Indenture are satisfied,
then on and after the Redemption Date, interest will cease to accrue on the Securities (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day
without any interest or other payment due to the delay.
If fewer than all of the Securities are to be redeemed,
not more than 45 days prior to the Redemption Date, the Securities for redemption shall be selected from the Outstanding Securities not previously called in accordance with the procedures of DTC or, in the case of Certificated Securities, by lot or
by such method consistent with the Trustee’s procedures. No Securities of $1,000 or less will be redeemed in part; provided that the unredeemed portion of the Securities redeemed in part may not be less than $2,000.
Any redemption or notice may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such
conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company
will provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date or such shorter time as may be acceptable to the Trustee, if any such redemption has been rescinded or delayed, and upon receipt
the Trustee will provide such notice to each Holder of the Securities to be redeemed in the same manner in which the notice of redemption was given.
Unless the Company defaults in the payment of the
Redemption Price and accrued interest, no interest will accrue on the Securities called for redemption for the period from and after the Redemption Date.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
“Par Call Date” means February 15, 2029.
“Treasury Rate” means, with respect to any
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs:
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or
yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate in respect of the Securities, the Company shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15
exactly equal to such Remaining Life, the two yields–one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than such
Remaining Life–and shall interpolate to the Par Call Date on a straight line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15
shorter than or longer than such Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to such Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City
time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date
but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call
Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining
the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Purchase of Securities upon a Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs after
the date hereof, unless the Company has exercised its right to redeem the Securities as described above under “Optional Redemption,” the Company will make an offer to each Holder of Securities to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101.000% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased
to the date of purchase.
Within 30 days following any Change of Control
Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Company will send a notice to each Holder to
which the Company is required to make a repurchase offer as described above, with a copy to the Trustee, describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the
Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice may, if sent prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
On the Change of Control Repurchase Event payment date,
the Company shall, to the extent lawful:
(i) accept for
payment all Securities or portions of Securities (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Company’s offer;
(ii) deposit with the
Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered and not withdrawn; and
(iii) deliver or cause
to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company.
The Paying Agent will promptly send to each Holder of
Securities properly tendered and not withdrawn the purchase price for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of any such Securities surrendered; provided that each new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
The Company will not be required to make an offer to
repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all
Securities properly tendered and not withdrawn under its offer.
If Holders of not less than 90% in aggregate principal
amount of the outstanding Securities validly tender and do not withdraw such Securities in a offer to repurchase the Securities upon a Change of Control Repurchase Event and the Company, or any third party making such an offer in lieu of the Company
as described above, purchases all of such Securities properly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided that such notice
is given not more than 30 days following such repurchase pursuant to the offer described above to redeem all the Securities that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment
Date”) and at a price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus accrued and unpaid interest, if any, on the Securities repurchased to, but excluding, the Second Change of Control Payment date.
The Company will comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event.
To the extent that the provisions of any securities laws or regulations conflict with this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
provision by virtue of any such conflict.
“Below Investment Grade Rating Event” means,
with respect to the Securities, the rating on the Securities is lowered by each of the Rating Agencies, and the Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an
arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period will be extended so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular
Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control will have occurred at the time of the Below Investment Grade Rating Event).
“Board of Directors” means either the Board of
Directors of the Company or any duly authorized committee empowered by that Board of Directors or the executive committee thereof to act with respect to the Indenture.
“Change of Control” means the occurrence of any
of the following:
(1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries, taken as a whole, to any “person” or “group” (as those
terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one or more of its subsidiaries; (2) the consummation of any transaction or series of related transactions (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly owned subsidiaries, becomes the beneficial owner, directly
or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or (4) the adoption by the Company of a plan providing for its
liquidation or dissolution.
Notwithstanding the foregoing, a transaction will not
be considered to be a Change of Control under clause (2) above if (a) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (b)(x) immediately following that transaction, the direct or indirect holders of the
Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (y) immediately following that transaction, no person (as that term is used in Section 13(d)(3) of
the Exchange Act), other than a holding company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.
For purposes of the foregoing discussion of the
purchase of Securities upon a Change of Control Repurchase Event, the following definitions are applicable:
“Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Fitch” means Fitch Ratings, Ltd., a division of
Fitch, Inc., or its successors.
“Investment Grade” means a rating of BBB- or
better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any
successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.
“Moody’s” means Moody’s Investors Service, Inc.
or its successors.
“Rating Agency” means (1) each of Fitch, Moody’s
and S&P and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.
“S&P” means S&P Global Ratings, a
division of S&P Global Inc., or its successors.
“Voting Stock” means, with respect to any person
as of any date, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to
vote has been suspended by the happening of such a contingency.
The Indenture contains provisions, which will apply to
the Securities, for defeasance and covenant defeasance and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration or transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.
This Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State, without regard to conflict of laws principles thereof.
All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
ASSIGNMENT
| FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto: |
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: ______________________________ |
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| (Please print or typewrite name and address including postal zip code of assignee) |
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| the within Global Security of HP INC. and all rights hereunder, hereby irrevocably constituting and appointing |
| __________________________________________________________________________________________________________________attorney
to
transfer said Global Security on the books of the within-named Company, with full power of substitution in the premises. |
| Dated: _____________________ |
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SIGN HERE |
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
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SIGNATURE GUARANTEED |
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or
part of this Security purchased by the Company pursuant to a Change of Control Repurchase Event, state the amount you elect to have purchased:
|
$_______________ |
(integral multiples of $1,000,
provided that the unpurchased
portion must be in a minimum
principal amount of $2,000) |
Date: _____________________
|
Your Signature: ___________________________________
(Sign exactly as your name appears on the face of this Security)
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Tax Identification No.: |
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_____________________________________________________________ |
Signature Guarantee*:
________________________________________________________________
* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
SCHEDULE OF EXCHANGE OF GLOBAL SECURITY
The initial principal amount of this Global Security is $500,000,000. The
following increases or decreases in this Global Security have been made:
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Date
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Amount
of Decrease in Principal Amount of this Global Security
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Amount
of Increase in Principal Amount of this Global Security
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Principal Amount of this Global Security
Following Such Decrease or Increase
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Signature
of
Authorized Signatory of Trustee or Securities Custodian
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__________________
11
Exhibit 4.3
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
HP INC.
4.200% notes due 2032
CUSIP No. 40434L AL9
HP Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Security attached hereto on April 15, 2032 (if such date is not a Business Day, payment of principal, premium, if any, and
interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after April 15, 2032 and to pay interest thereon from March 31, 2022 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing October 15, 2022, at the rate of 4.200% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be on March 31 or September 30 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30- day months. If an Interest Payment Date on the Securities falls on a date that is not a Business Day, the payment of such interest shall be postponed to
the next succeeding Business Day as if made on the Interest Payment Date, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day.
So long as all of the Securities of this series are
represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in immediately available funds to the Depositary or to a nominee of the Depositary. If at any time the Securities of this
series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to
the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the office of The Bank of New York Mellon, an affiliate of The Bank
of New York Mellon Trust Company, N.A., the Trustee); provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its
normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on
the relevant Regular or Special Record Date, as the case may be, or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or
Special Record Date.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual, electronic or facsimile or pdf or other electronically imaged signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
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HP INC. |
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By: |
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Name: Zachary J. Nesper |
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Title: Treasurer |
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Attest: |
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Name: Rick Hansen |
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Title: Deputy General Counsel, Corporate and Corporate Secretary |
[Signature Page to 4.200% notes due 2032 – R- ]
Trustee’s Certificate of Authentication.
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Dated: _____________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By: ___________________________________
Authorized Signatory
[Signature Page to 4.200% notes due 2032 – R- ]
Reverse of Security
This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 17, 2020 (herein called the “Base Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), as supplemented and modified by the Officers’ Certificate dated March 31, 2022 (as supplemented and modified,
the “Indenture”) and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially in aggregate principal amount of $1,000,000,000.
Optional Redemption
The Company will have the right to redeem the
Securities, in whole at any time or in part from time to time, on at least 10 days’ but not more than 45 days’ prior written notice sent to the registered Holders of the Securities to be redeemed.
Prior to the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price, as calculated by the Company, equal to the greater of:
(i) 100.000% of the
principal amount of the Securities to be redeemed; and
(ii) the sum, as
determined by the Company, of the present values of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Securities to be redeemed matured on the Par Call Date (exclusive of accrued and unpaid interest, if any,
to, but excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points,
plus, in each case, accrued
and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date.
On or after the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price equal to 100.000% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
If money sufficient to pay the Redemption Price of and
accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the conditions set forth in Article 11 of the Indenture are satisfied,
then on and after the Redemption Date, interest will cease to accrue on the Securities (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day
without any interest or other payment due to the delay.
If fewer than all of the Securities are to be redeemed,
not more than 45 days prior to the Redemption Date, the Securities for redemption shall be selected from the Outstanding Securities not previously called in accordance with the procedures of DTC or, in the case of Certificated Securities, by lot or
by such method consistent with the Trustee’s procedures. No Securities of $1,000 or less will be redeemed in part; provided that the unredeemed portion of the Securities redeemed in part may not be less than $2,000.
Any redemption or notice may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such
conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company
will provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date or such shorter time as may be acceptable to the Trustee, if any such redemption has been rescinded or delayed, and upon receipt
the Trustee will provide such notice to each Holder of the Securities to be redeemed in the same manner in which the notice of redemption was given.
Unless the Company defaults in the payment of the
Redemption Price and accrued interest, no interest will accrue on the Securities called for redemption for the period from and after the Redemption Date.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
“Par Call Date” means January 15, 2032.
“Treasury Rate” means, with respect to any
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs:
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or
yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate in respect of the Securities, the Company shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15
exactly equal to such Remaining Life, the two yields–one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than such
Remaining Life–and shall interpolate to the Par Call Date on a straight line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15
shorter than or longer than such Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to such Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City
time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date
but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call
Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining
the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Purchase of Securities upon a Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs after
the date hereof, unless the Company has exercised its right to redeem the Securities as described above under “Optional Redemption,” the Company will make an offer to each Holder of Securities to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101.000% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased
to the date of purchase.
Within 30 days following any Change of Control
Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Company will send a notice to each Holder to
which the Company is required to make a repurchase offer as described above, with a copy to the Trustee, describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the
Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice may, if sent prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
On the Change of Control Repurchase Event payment date,
the Company shall, to the extent lawful:
(i) accept for
payment all Securities or portions of Securities (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Company’s offer;
(ii) deposit with the
Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered and not withdrawn; and
(iii) deliver or cause
to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company.
The Paying Agent will promptly send to each Holder of
Securities properly tendered and not withdrawn the purchase price for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of any such Securities surrendered; provided that each new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
The Company will not be required to make an offer to
repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all
Securities properly tendered and not withdrawn under its offer.
If Holders of not less than 90% in aggregate principal
amount of the outstanding Securities validly tender and do not withdraw such Securities in a offer to repurchase the Securities upon a Change of Control Repurchase Event and the Company, or any third party making such an offer in lieu of the Company
as described above, purchases all of such Securities properly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided that such notice
is given not more than 30 days following such repurchase pursuant to the offer described above to redeem all the Securities that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment
Date”) and at a price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus accrued and unpaid interest, if any, on the Securities repurchased to, but excluding, the Second Change of Control Payment date.
The Company will comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event.
To the extent that the provisions of any securities laws or regulations conflict with this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
provision by virtue of any such conflict.
“Below Investment Grade Rating Event” means,
with respect to the Securities, the rating on the Securities is lowered by each of the Rating Agencies, and the Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an
arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period will be extended so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular
Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control will have occurred at the time of the Below Investment Grade Rating Event).
“Board of Directors” means either the Board of
Directors of the Company or any duly authorized committee empowered by that Board of Directors or the executive committee thereof to act with respect to the Indenture.
“Change of Control” means the occurrence of any
of the following:
(1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries, taken as a whole, to any “person” or “group” (as those
terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one or more of its subsidiaries; (2) the consummation of any transaction or series of related transactions (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly owned subsidiaries, becomes the beneficial owner, directly
or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or (4) the adoption by the Company of a plan providing for its
liquidation or dissolution.
Notwithstanding the foregoing, a transaction will not
be considered to be a Change of Control under clause (2) above if (a) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (b)(x) immediately following that transaction, the direct or indirect holders of the
Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (y) immediately following that transaction, no person (as that term is used in Section 13(d)(3) of
the Exchange Act), other than a holding company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.
For purposes of the foregoing discussion of the
purchase of Securities upon a Change of Control Repurchase Event, the following definitions are applicable:
“Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Fitch” means Fitch Ratings, Ltd., a division of
Fitch, Inc., or its successors.
“Investment Grade” means a rating of BBB- or
better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any
successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.
“Moody’s” means Moody’s Investors Service, Inc.
or its successors.
“Rating Agency” means (1) each of Fitch, Moody’s
and S&P and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.
“S&P” means S&P Global Ratings, a
division of S&P Global Inc., or its successors.
“Voting Stock” means, with respect to any person
as of any date, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to
vote has been suspended by the happening of such a contingency.
The Indenture contains provisions, which will apply to
the Securities, for defeasance and covenant defeasance and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration or transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.
This Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State, without regard to conflict of laws principles thereof.
All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
ASSIGNMENT
| FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto: |
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE: ______________________________ |
| |
| |
| (Please print or typewrite name and address including postal zip code of assignee) |
| |
| the within Global Security of HP INC. and all rights hereunder, hereby irrevocably constituting and appointing |
| ______________________________________________________________________________________________attorney to transfer
said Global Security on the books of the within-named Company, with full power of substitution in the premises. |
| Dated: ________________________ |
|
|
| |
SIGN HERE |
|
| |
|
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED
|
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or
part of this Security purchased by the Company pursuant to a Change of Control Repurchase Event, state the amount you elect to have purchased:
|
$_______________ |
(integral multiples of $1,000,
provided that the unpurchased
portion must be in a minimum
principal amount of $2,000) |
Date: _____________________
|
Your Signature: |
|
| |
|
(Sign exactly as your name appears on the face of this Security) |
Signature Guarantee*:
_________________________________________________________________
* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
SCHEDULE OF EXCHANGE OF GLOBAL SECURITY
The initial principal amount of this Global Security is $500,000,000. The
following increases or decreases in this Global Security have been made:
|
Date
|
Amount
of Decrease in Principal Amount of this Global Security
|
Amount of Increase in Principal Amount of
this Global Security
|
Principal Amount of this Global Security
Following Such Decrease or Increase
|
Signature
of
Authorized Signatory of Trustee or Securities Custodian
|
| |
|
|
|
|
11
Exhibit 4.4
Execution Version
HP INC.
OFFICERS’ CERTIFICATE PURSUANT TO
SECTION 301 OF THE INDENTURE
March 31, 2022
Each of the undersigned, Zachary J. Nesper and Rick Hansen, the duly appointed and acting
Treasurer and Deputy General Counsel, Corporate and Corporate Secretary, respectively, of HP Inc., a Delaware corporation (the “Company”), does hereby certify that, pursuant to the unanimous written consent of the Debt Subcommittee of
the Company, which is a duly authorized committee empowered by the Company’s Board of Directors, adopted as of March 28, 2022 (a copy of which is attached hereto as Exhibit A), and pursuant to Section 301 of the Indenture, dated as of
June 17, 2020 (as amended and supplemented from time to time, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), two series of debt securities of the
Company are hereby established, with the following terms and provisions:
1. The titles of such series of Securities shall be (i) the “4.000% notes
due 2029” (the “2029 Notes”) and (ii) the “4.200% notes due 2032” (the “2032 Notes” and, together with the 2029 Notes, the “Notes”) (copies of which are attached hereto as Exhibits B-1 and B-2,
respectively).
2. (a) The aggregate principal amount of each series of Notes that may be
authenticated and delivered under the Indenture shall initially be (i) $1,000,000,000 aggregate principal amount of the 2029 Notes and (ii) $1,000,000,000 aggregate principal amount of the 2032 Notes (except for Notes authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other Notes of a series pursuant to Sections 304, 305, 306, 906 and 1107 of the Indenture, and except for any Notes which, pursuant to Section 303 of the Indenture, shall be deemed
never to have been authenticated and delivered thereunder). (b) In addition, the Company may, from time to time, without the consent of the Holders of the Notes of a series, and in accordance with the provisions of the Indenture and this certificate,
issue additional notes in an unlimited aggregate principal amount having the same terms and conditions as the Notes of a series in all respects (except for the issuance date, price and, in some cases, the initial Interest Payment Date or interest
accruing prior to the issue date of such additional notes) and with the same CUSIP number as the Notes of that series so as to form a single series of Notes with the Notes of such series issued on the date hereof under the Indenture (the “Additional
Notes”); provided that Additional Notes of a series may only be issued if they will be fungible for United States federal tax purposes with the other Notes of that series; provided further that no such Additional Notes may
be issued if an Event of Default has occurred and is continuing with respect to the applicable series of Notes.
3. The prices at which the Notes shall be issued to the public are:
(i) 99.767% for the 2029 Notes; and (ii) 99.966% for the 2032 Notes.
4. Interest on the Notes shall be payable to the Persons in whose names the
Notes (or one or more Predecessor Securities) are registered at the close of business on March 31 or September 30, as the case may be, immediately preceding the related Interest Payment Date, whether or not such day is a Business Day (the “Regular
Record Date”).
5. The Stated Maturity of the (i) 2029 Notes on which the principal thereof
is due and payable is April 15, 2029 (if such date is not a Business Day, payment of principal, premium, if any, and interest for the 2029 Notes will be paid on the next Business Day; provided, however, that no interest on that
payment will accrue from and after April 15, 2029); and (ii) 2032 Notes on which the principal thereof is due and payable is April 15, 2032 (if such date is not a Business Day, payment of principal, premium, if any, and interest for the 2032 Notes
will be paid on the next Business Day; provided, however, that no interest on that payment will accrue from and after April 15, 2032).
6. (a) The (i) 2029 Notes will bear interest at the rate of 4.000% per year;
and (ii) 2032 Notes will bear interest at the rate of 4.200% per year. (b) Interest on the Notes will be paid semi-annually in arrears on April 15 and October 15 of each year (each, an “Interest Payment Date”), beginning on October 15,
2022, to the Holders of record of the Notes at the close of business on the Regular Record Date immediately preceding the related Interest Payment Date. (c) Interest on the Notes will accrue from and including March 31, 2022, to, but excluding, the
first Interest Payment Date and then from and including the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Stated Maturity date of the
principal thereof, as the case may be. (d) Interest on the Notes will be paid on the basis of a 360-day year comprised of twelve 30-day months. (e) If an Interest Payment Date on the Notes falls on a date that is not a Business Day, the payment of
such interest shall be postponed to the next succeeding Business Day as if made on the Interest Payment Date, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the
next succeeding Business Day.
7. (a) The Notes shall be issued in the form of one or more Global
Securities (the “Global Securities”). (b) So long as the Notes shall be issued in whole in the form of the Global Securities, the principal of, premium, if any, and interest, if any, on the Notes shall be paid in immediately available
funds to the Depositary or a nominee of the Depositary. (c) If at any time the Notes are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if
any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which
shall initially be the office of The Bank of New York Mellon, an affiliate of The Bank of New York Mellon Trust Company, N.A., the Trustee); provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in
time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. (d) Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed
to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date, as the case may be, or by wire transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular Record Date or Special Record Date. (e) Each payment of principal, premium, if any, and interest,
if any, shall be made in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. (f) Transfer of the Notes shall be registrable on the Security Register upon the surrender of the
Notes for registration of transfer at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the office of The Bank of New York Mellon, an affiliate of The Bank of New York Mellon
Trust Company, N.A., the Trustee). (g) Global Securities shall bear the following legend in lieu of the legend set forth under Section 204 of the Indenture:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.
8. The Notes are subject to redemption at the option of the Company in
accordance with Article Eleven of the Indenture, as modified herein.
(a) The Company will have the right to redeem the Notes, in whole at any time
or in part from time to time, on at least 10 days’ but not more than 45 days’ prior written notice sent to the registered Holders of the Notes to be redeemed.
(b) Prior to the applicable Par Call Date, the Notes will be redeemable in
whole at any time or in part from time to time, at the Company’s option, at a Redemption Price (calculated by the Company) equal to the greater of: (i) 100.000% of the principal amount of the Notes to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes to be redeemed matured on the applicable Par Call Date (exclusive of accrued and unpaid interest, if any, to, but excluding, the Redemption
Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points (in the case of the 2029 Notes) or 30 basis points (in the case of the
2032 Notes), plus, in
each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date.
(c) On or after the applicable Par Call Date, the Notes will be redeemable in
whole at any time or in part from time to time, at the Company’s option, at a Redemption Price equal to 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
The Company will calculate the Redemption Price.
(d) If money sufficient to pay the Redemption Price of and accrued interest on
the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article Eleven of the Indenture are satisfied, then on and
after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption.
(e) If any Redemption Date is not a Business Day, the Company will pay the
Redemption Price on the next Business Day without any interest or other payment due to the delay.
(f) If fewer than all of the Notes in one series are to be redeemed, not more
than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption shall be selected from the Outstanding Notes of such series not previously called in accordance with the procedures of DTC or, in the case of
Certificated Securities, by lot or by such other method consistent with the Trustee’s procedures.
(g) Any redemption or notice may, at the Company’s discretion, be subject to
one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be
satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company will provide written
notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date or such shorter time as may be acceptable to the Trustee, if any such redemption has been rescinded or delayed, and upon receipt the Trustee will
provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.
(h) No Notes of $1,000 or less will be redeemed in part; provided that
the unredeemed portion of any series of Notes redeemed in part may not be less than $2,000.
(i) The following terms have the meanings ascribed to them as follows:
(i) “Par Call Date” means (A) with respect to the
2029 Notes, February 15, 2029 and (B) with respect to the 2032 Notes, January 15, 2032.
(ii) “Treasury Rate” means, with respect to any
Redemption Date, the yield determined by the Company in accordance with the following: (A) The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such
time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal
Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the
Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or
heading). In determining the Treasury Rate in respect of a series of Notes, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the applicable Par
Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to such Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one
yield corresponding to the Treasury constant maturity on H.15 immediately longer than such Remaining Life—and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than such Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to such Remaining Life. For
purposes of this clause (A), the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the
Redemption Date; and (B) if on the third Business Day preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per annum equal to
the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to the applicable Par
Call Date. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity
date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are
two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United
States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury
Rate in accordance with the terms of this clause (B), the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at
11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent
manifest error.
9. The Notes are subject to the covenants provided in Article Ten of the
Indenture, as supplemented and amended by the additional covenants and provisions below. If any provision relating to the Notes set forth in this certificate is inconsistent with any provision of the Indenture, the provision of this certificate shall
control.
10. (a) If a Change of Control Repurchase Event with respect to a series of the
Notes occurs after the date hereof, unless the Company has exercised its right to redeem the Notes of such series as set forth in Section 8 above, the Company will make an offer to each Holder of Notes of such series to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a repurchase price in cash equal to 101.000% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes
repurchased to the date of purchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the
Company’s option, prior to any Change of Control, but after the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Company will send a notice to each Holder to which the Company is required
to make a repurchase offer as described above, with a copy to the Trustee, describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes of the applicable series on
the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice may, if sent prior to the date of consummation of the Change of Control, state that the
offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) On the Change of Control Repurchase Event payment date, the Company shall,
to the extent lawful:
(i) accept for payment all Notes or portions of Notes (in a minimum
principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Company’s offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate
purchase price in respect of all Notes or portions of Notes properly tendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes
properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(d) The Paying Agent will promptly send to each Holder of Notes properly
tendered and not withdrawn the purchase price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any such
Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(e) The Company will not be required to make an offer to repurchase the Notes
upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered
and not withdrawn under its offer.
(f) The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes of a series as a result of a Change of Control Repurchase Event. To the
extent that the provisions of any securities laws or regulations conflict with this Section 10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 10
by virtue of any such conflict.
(g) If Holders of not less than 90% in aggregate principal amount of the
outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes in a Change of Control Repurchase Event and the Company, or any third party making such an offer in lieu of the Company as described above, purchases
all of such Notes properly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days
following such repurchase pursuant to the change of control offer described above, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in
cash equal to 101.000% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the Second Change of Control Payment Date.
(h) The following terms have the meanings ascribed to them as follows:
(i) “Below Investment Grade Rating Event” means, with
respect to a series of the Notes, the rating on such Notes is lowered by each of the Rating Agencies, and such Notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that
results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period will be extended so long as the rating of the Notes is under publicly announced consideration for
possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control
(and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control will have occurred at the time of the Below Investment Grade Rating Event).
(ii) “Board of Directors” means either the Board of
Directors of the Company or any duly authorized committee empowered by that Board of Directors or the executive committee thereof to act with respect to the Indenture.
(iii) “Change of Control” means the occurrence of any of
the following:
(A) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries, taken as a whole, to any “person” or “group” (as those terms
are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one or more of its subsidiaries;
(B) the consummation of any transaction or series of related
transactions (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly
owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares;
(C) the Company consolidates with, or merges with or into, any person,
or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the
surviving person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or
(D) the adoption by the Company of a plan providing for its liquidation
or dissolution.
Notwithstanding the foregoing, a transaction will not be considered to be a Change
of Control under clause (B) above if (x) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (y)(1) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding
company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (2) immediately following that transaction, no person (as that term is used in Section 13(d)(3) of the Exchange Act), other than
a holding company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.
(iv) “Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a Below Investment Grade Rating Event.
(v) “Fitch” means Fitch Ratings, Ltd., a division of
Fitch, Inc., or its successors.
(vi) “Investment Grade” means a rating of BBB- or better
by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any
successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.
(vii) “Moody’s” means Moody’s Investors Service, Inc. or
its successors.
(viii) “Rating Agency” means (A) each of Fitch, Moody’s and
S&P and (B) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the
meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.
(ix) “S&P” means S&P Global Ratings, a division
of S&P Global Inc., or its successors.
(x) “Voting Stock” means, with respect to any person as
of any date, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to
vote has been suspended by the happening of such a contingency.
(i) Solely with respect to the Notes, Section 1008 of the Indenture shall be
amended as follows:
(i) the following sentence shall be added as a penultimate sentence
of the first paragraph under Section 1008 of the Indenture:
“Any Lien that is granted to secure the Notes under this Section 1008 shall be
automatically released and discharged upon the release of the Lien that gave rise to the obligation to secure the Notes under this Section 1008.”
(ii) Clause (5) in Section 1008 of the Indenture will change from
“Mortgages existing at the date of the Indenture” to “Mortgages existing at the date of the issuance of the Notes.”
(iii) the second paragraph under Section 1008 of the Indenture shall be
replaced in its entirety with the following:
“Notwithstanding the restrictions outlined in the preceding paragraph, the Company
or any Restricted Subsidiary will be permitted to issue, incur, create, assume or guarantee Secured Debt which would otherwise be subject to such restrictions, without equally and ratably securing the Securities; provided that after giving effect
thereto, the aggregate amount of all Secured Debt (not including mortgages permitted under clauses (1) through (11) above), together with the aggregate amount of outstanding Attributable Debt with respect to the Sale and Lease-Back Transactions
incurred pursuant to the second paragraph under Section 1009, does not exceed the greater of $1.5 billion and 15% of the Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.”
(j) Solely with respect to the Notes, the second paragraph of Section 1009 of
the Indenture shall be replaced in its entirety with the following:
“Notwithstanding the restrictions outlined in the preceding paragraph, the Company
or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above
under this Section 1009; provided that after giving effect thereto, the aggregate amount of such Sale and Lease-Back Transactions, together with the aggregate amount of all outstanding Secured Debt not permitted by clauses (1) through (11) under
Section 1008, does not exceed the greater of $1.5 billion and 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.”
(k) Solely with respect to the Notes, the definition of “Principal Property”
shall be replaced in its entirety with the following:
“Principal Property” means the land, land improvements, buildings and fixtures (to
the extent they constitute real property interests, including any leasehold interest therein) constituting the principal corporate office, any manufacturing plant or any manufacturing facility (whether now owned or hereafter acquired) which: (a) is
owned by the Company or any Restricted Subsidiary; (b) is located within any of the present 50 states of the United States of America (or the District of Columbia); (c) has not been determined in good faith by the Board of Directors not to be
materially important to the total business conducted by the Company and its Subsidiaries taken as a whole; and (d) has a book value on the date as of which the determination is being made in excess of 1.0% of Consolidated Net Tangible Assets of the
Company as most recently determined on or prior to such date.
11. The Notes are not subject to any sinking fund or analogous provisions.
12. The Notes shall be issuable only in denominations of $2,000 and any integral
multiples of $1,000 in excess thereof.
13. Except as otherwise provided herein, the amount of payments of principal of,
premium, if any, or interest on the Notes may not be determined with reference to an index, formula or other method.
14. The Notes may be purchased only in currency of the United States and payment
of principal of, premium, if any, and interest on the Notes will only be made in currency of the United States.
15. The payment of principal of, premium, if any, or interest on the Notes will
not be payable at the option of the Company or the Holder in any currency or currency units other than in the currency of the United States.
16. One hundred percent (100.000%) of the principal amount of all or any series
of the Notes will be payable upon declaration of acceleration of the Maturity of such series of the Notes pursuant to Section 502 of the Indenture.
17. The aggregate principal amount payable at Stated Maturity of the 2029 Notes
is $1,000,000,000 and of the 2032 Notes is $1,000,000,000.
18. (a) The defeasance and covenant defeasance provisions of Article Thirteen of
the Indenture will apply to each series of the Notes. (b) For the avoidance of doubt, (i) the Company shall be released from its obligations under the covenants set forth in Section 10 above and (ii) the occurrence of Section 20 below shall be deemed
not to be or result in an Event of Default, in each case for a series of Notes on and after the date the applicable conditions set forth in Section 1304 of the Indenture are satisfied with respect to such Notes.
19. (a) The Notes may not be converted into other securities or property.
(b) Article Fourteen of the Indenture does not apply to each series of the Notes.
20. In addition to the Events of Default with respect to the Notes set forth in
Section 501 of the Indenture, an “Event of Default” with respect to each series of Notes occurs if the Company fails to make the required offer to purchase such Notes following a Change of Control Repurchase Event, if that failure continues for 90
days after notice is provided as set forth in clause (4) of Section 501 of the Indenture.
21. (a) The Depositary for the Global Securities shall be The Depository Trust
Company, a New York corporation (“DTC”). (b) The Notes will be represented by one or more Global Securities registered in the name of DTC or Cede & Co., as a nominee of DTC. (c) Except as set forth in Section 305 of the Indenture,
such Global Securities may be transferred, in whole and not in part, only to DTC or another nominee of DTC. (d) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance
with the Indenture and the procedures of the Depositary.
22. (a) The Notes are not subject to any guarantee with respect to the payments
of principal, premium, if any, or interest. (b) The provisions of Article Fifteen of the Indenture will not apply to the Notes.
23. The Notes are senior unsecured obligations of the Company and will rank on
the same basis with all of the Company’s other senior unsecured indebtedness from time to time outstanding.
24. Sections 1008 and 1009 of the Indenture will apply to the Notes without
variation.
In rendering this Officers’ Certificate, each of the undersigned has read the Indenture,
including Sections 102, 201, 301 and 303 thereof, and has made such examinations and investigations which, in such undersigned’s opinion, are necessary to enable such undersigned to express an informed opinion as to whether all covenants and
conditions required under the Indenture to be complied with or satisfied in connection with the Trustee’s authentication and delivery of the Notes have been complied with or satisfied, and, in such undersigned’s opinion, all such covenants and
conditions have been complied with and satisfied.
Attached hereto as Exhibits B-1 and B-2 are the forms of Global Security for
the Notes. Each of the undersigned hereby further approves all of the terms and conditions set forth on or referred to in the attached form of Global Security. In the event that Certificated Securities are issued in exchange for a Global Security,
the form of certificate evidencing the Certificated Security shall be in substantially the form of Global Security, with such grammatical and other changes as are necessary to evidence the Certificated Securities in definitive form rather than as
Global Securities.
Capitalized terms used herein that are not otherwise defined herein shall have the meanings
assigned to them in the Indenture.
[Signature Page Follows.]
IN WITNESS WHEREOF, each of the undersigned has executed this certificate as of the date
first written above.
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/s/ Zachary J. Nesper
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Zachary J. Nesper |
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Treasurer |
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/s/ Rick Hansen
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Rick Hansen |
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Deputy General Counsel, Corporate and Corporate Secretary |
[Signature Page to Officers’ Certificate Pursuant to Section 301 of the Indenture]
EXHIBIT A
Unanimous Written Consent of the Debt Subcommittee of the
Board of Directors on March 28, 2022
UNANIMOUS WRITTEN CONSENT OF THE
DEBT SUBCOMMITTEE OF
HP INC.
March 28, 2022
The undersigned members of the Debt Subcommittee (this “Committee”) of HP Inc., a
Delaware corporation (“HP”), representing all of the members, as authorized by HP’s board of directors (the “Board”), hereby unanimously consent to the following actions:
WHEREAS, the Board adopted resolutions on November 13, 2019 (the “2019 Board
Resolutions”) authorizing the filing of an effective shelf registration statement, including any amendments thereto, pursuant to which HP filed with the U.S. Securities and Exchange Commission (“Commission”) on December 12, 2019 an
automatically effective shelf registration statement, as amended by the Post-Effective Amendment No. 1 dated December 9, 2020 and the Post-Effective Amendment No. 2 dated December 10, 2020 (as amended, the “Registration Statement”), which
Registration Statement was declared effective by the Commission on February 25, 2021;
WHEREAS, the Board adopted resolutions on January 15, 2020 (the “January 2020 Board
Resolutions”), amending the resolutions previously adopted by the Board appointing this Committee and granting this Committee the authority, on behalf of HP, to, among other things, approve such transactions for the use and benefit of HP and/or
any of its direct or indirect subsidiaries in an aggregate principal amount not to exceed five billion U.S. Dollars (US$5,000,000,000), as measured over a trailing twelve-month period (the “Committee Authorization”);
WHEREAS, the Board adopted resolutions on September 22, 2020 (the “September 2020
Board Resolutions”), approving and authorizing the list of the members of the Debt Subcommittee;
WHEREAS, the Board adopted resolutions on March 17, 2022 (the “March 2022 Board
Resolutions” and together with the 2019 Board Resolutions, the January 2020 Board Resolutions and the September 2020 Board Resolutions, in each case together with any amendments or supplements thereto, the “Board Resolutions”), further
amending, approving and authorizing the list of the members of the Debt Subcommittee;
APPROVAL OF ISSUANCE OF DEBT SECURITIES
WHEREAS, this Committee believes that it is in the best interests of HP and its
stockholders to approve the creation of one or more series of debentures, notes and other unsecured indebtedness (collectively, the “Debt Securities”), and to offer and sell such Debt Securities in public offerings pursuant to the Registration
Statement.
NOW, THEREFORE, BE IT RESOLVED: That, subject to the existing Committee
Authorization, the creation of one or more series of Debt Securities in an aggregate principal amount of up to $2.5 billion, is hereby approved (collectively, the “New Notes”);
New Notes Offering
RESOLVED FURTHER: That, subject to the existing Committee Authorization, Enrique
Lores, Marie Myers, Zachary Nesper, Harvey Anderson, Rick Hansen (collectively, the (“Authorized Officers”) and Andrea Noseda, Mayank Mohan and any other person authorized by any Authorized Officer (together with the Authorized Officers,
collectively, the “Authorized Persons”) are, and each of them hereby is, authorized and directed, for and on behalf and in the name of HP, to issue and sell New Notes in public offerings registered with the Commission;
RESOLVED FURTHER: That, subject to the existing borrowing authority and limitations
described in the Board Resolutions, the Authorized Persons are, and each of them hereby is, authorized and directed, for and on behalf and in the name of HP, to cause to be prepared, executed and/or filed, as the case may be, such amendments or
supplements or other documents relating to the Registration Statement or relating to the prospectus included as a part of any of the Registration Statement as may be required in connection with offers and sales of the New Notes;
RESOLVED FURTHER: That, subject to the existing borrowing authority and limitations
described in the Board Resolutions, the Authorized Persons are, and each of them hereby is, authorized and directed, for and on behalf and in the name of HP, to determine the amounts of the New Notes and the material terms under which the New Notes
will be sold by HP, including, without limitation, the identity of the underwriters, as applicable, the interest rate, the maturity date, the redemption terms, the underwriting discount and commissions, and the other material terms and provisions of
the Underwriting Agreement (as defined below), as applicable;
RESOLVED FURTHER: That the Authorized Persons are, and each of
them hereby is, authorized and directed, for and on behalf and in the name of HP, to (i) execute and deliver one or more purchase, underwriting, distribution or other agreements (each an “Underwriting Agreement”), with such investment banks or
other firms acting as underwriters, initial purchasers or agents in connection with the sale of the New Notes as the Authorized Persons shall select; (ii) effect the sale of the New Notes; (iii) execute the New Notes and authorize and request that
the Trustee authenticate and deliver the New Notes; (iv) execute and deliver an Officers’ Certificate (and/or a supplemental indenture) establishing the forms and the terms of the New Notes in accordance with the provisions of Sections 201 and 301 of
the indenture, dated as of June 17, 2020 (the “Indenture”) between HP and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and that the execution and delivery of such Officers’ Certificate to the Trustee
under the Indenture (and/or execution of such supplemental indenture) shall constitute the establishment of the forms and terms of such New Notes “in or pursuant to a Board Resolution” of HP for purposes of Sections 201 and 301 of the Indenture;
(v) take any and all actions to cause the New Notes to be eligible for trading on an exchange, including, without limitation, the payment of any applicable fees, making any changes in the application to cause the New Notes to be eligible and the
selection of any paying agent or listing agent as a result of such listing, to the extent such Authorized Persons determine, in consultation with the underwriters, that such trading is desirable; (vi) cause all or part of the New Notes to be
qualified or registered for sale in various states and other jurisdictions; (vii) take any and all acts as such Authorized Persons deem necessary or appropriate in order to comply with the applicable laws of any such states and
jurisdictions and in connection therewith to execute and file all requisite papers and
documents; (viii) make applications to any rating agency to have the New Notes rated by such rating agency; and (ix) to appoint agents for the registration and transfer of, or payment of the principal of and interest, or premium, if any, on, the New
Notes; in each case, on such terms and conditions as the Authorized Persons shall approve and such Authorized Person’s execution and delivery thereof (or taking of such action) to be conclusive evidence of such Authorized Person’s approval;
General
RESOLVED FURTHER: That the Authorized Persons are, and each of them hereby is,
authorized and directed, for and on behalf and in the name of HP, if they deem it advisable, to take such additional actions and to execute and deliver such agreements, undertakings, amendments (including to any registration statements),
prospectuses, prospectus supplements, pricing supplements, free writing prospectuses, offering circulars, supplemental indentures, certificates, documents and instruments, and to incur and pay all such expenses, issues and other taxes (including
payments of registration and qualification fees in respect of the New Notes, underwriting discounts and commissions, Commission fees, Financial Industry Regulatory Authority fees, accounting fees and expenses, “blue sky” fees and expenses, legal fees
and expenses, printing fees and expenses, Exchange listing fees, if applicable, and any and all other miscellaneous fees relating to the issue, offer and sale of the New Notes) and to take such other actions, as they, in their discretion and with the
advice of counsel, shall deem necessary, desirable or appropriate to effectuate or carry out fully the purpose and intent of these resolutions and the transactions contemplated thereby and such Authorized Person’s execution and delivery thereof (or
taking of such action) to be conclusive evidence of such Authorized Person’s approval;
OMNIBUS RESOLUTIONS
RESOLVED FURTHER: That the Authorized Persons are, and each of them hereby is,
authorized and directed, for and on behalf and in the name of HP, to make such filings and applications, issue press releases or other announcements or communications, execute and deliver (or cause to be executed or delivered) such agreements,
certificates, documents and instruments, incur and pay all such fees, expenses, issues and other taxes, retain such advisers, and do such further acts and things as the Authorized Persons, in their discretion and/or with the advice of counsel, shall
deem necessary, desirable or appropriate in order to effect the purpose and intent of the resolutions above and the transactions contemplated thereby, with such Authorized Person’s execution and delivery thereof (or taking of such action) to be
conclusive evidence of such Authorized Person’s approval;
RESOLVED FURTHER: That the Authorized Persons hereby are, and each of them hereby is,
authorized and directed, for and on behalf and in the name of HP, to approve the terms and conditions of any of the transactions contemplated in the foregoing resolutions;
RESOLVED FURTHER: That any specific resolutions that may be required to have been
adopted by this Committee in connection with the transactions contemplated by these resolutions be, and the same hereby are, adopted, and that the Authorized Persons be, and each of
them hereby is, authorized and directed, for and on behalf and in the name of HP, to certify as to the adoption of
any and all such resolutions; and
RESOLVED FURTHER: That all actions previously taken by the Authorized Persons (and
any persons authorized by the Authorized Persons), for and on behalf of and in the name of HP, in connection with the purpose and intent of the resolutions above and the transactions contemplated thereby, are hereby approved, ratified, confirmed and
adopted.
[SIGNATURES ON FOLLOWING PAGE]
Executed as of the date first written above.
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/s/ Enrique Lores
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Enrique Lores |
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/s/ Marie Myers
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Marie Myers |
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/s/ Harvey Anderson
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Harvey Anderson |
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/s/ Zachary J. Nesper
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Zachary J. Nesper |
[Signature Page to Unanimous Written Consent of the Debt Subcommittee]
EXHIBIT B-1
Form of 4.000% note due 2029
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
HP INC.
4.000% notes due 2029
| No. R- |
$
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| CUSIP No. 40434L AK1 |
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HP Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Security attached hereto on April 15, 2029 (if such date is not a Business Day, payment of principal, premium, if any, and interest for the
Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after April 15, 2029, and to pay interest thereon from March 31, 2022, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing October 15, 2022, at the rate of 4.000% per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be on March 31 or September 30 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30- day months. If an Interest Payment Date on the Securities falls on a date that is not a Business Day, the payment of such interest shall be postponed to
the next succeeding Business Day as if made on the Interest Payment Date, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day.
So long as all of the Securities of this series are
represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in immediately available funds to the Depositary or to a nominee of the Depositary. If at any time the Securities of this
series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to
the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the office of The Bank of New York Mellon, an affiliate of The Bank
of New York Mellon Trust Company, N.A., the Trustee); provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its
normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on
the relevant Regular or Special Record Date, as the case may be, or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or
Special Record Date.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual, electronic or facsimile or pdf or other electronically imaged signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
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HP INC. |
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By: |
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Name: Zachary J. Nesper |
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Title: Treasurer |
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Attest: |
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Name: Rick Hansen |
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Title: Deputy General Counsel, Corporate and Corporate Secretary |
[Signature Page to 4.000% notes due 2029 – R- ]
Trustee’s Certificate of Authentication.
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Dated: ________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By: __________________________________________
Authorized Signatory
[Signature Page to 4.000% notes due 2029 – R- ]
Reverse of Security
This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 17, 2020 (herein called the “Base Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), as supplemented and modified by the Officers’ Certificate dated March 31, 2022 (as supplemented and modified,
the “Indenture”) and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially in aggregate principal amount of $1,000,000,000.
Optional Redemption
The Company will have the right to redeem the
Securities, in whole at any time or in part from time to time, on at least 10 days’ but not more than 45 days’ prior written notice sent to the registered Holders of the Securities to be redeemed.
Prior to the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price, as calculated by the Company, equal to the greater of:
(i) 100.000% of the
principal amount of the Securities to be redeemed; and
(ii) the sum, as
determined by the Company, of the present values of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Securities to be redeemed matured on the Par Call Date (exclusive of accrued and unpaid interest, if any,
to, but excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points,
plus, in each case, accrued
and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date.
On or after the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price equal to 100.000% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
If money sufficient to pay the Redemption Price of and
accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the conditions set forth in Article 11 of the Indenture are satisfied,
then on and after the Redemption Date, interest will cease to accrue on the Securities (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day
without any interest or other payment due to the delay.
If fewer than all of the Securities are to be redeemed,
not more than 45 days prior to the Redemption Date, the Securities for redemption shall be selected from the Outstanding Securities not previously called in accordance with the procedures of DTC or, in the case of Certificated Securities, by lot or
by such method consistent with the Trustee’s procedures. No Securities of $1,000 or less will be redeemed in part; provided that the unredeemed portion of the Securities redeemed in part may not be less than $2,000.
Any redemption or notice may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such
conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company
will provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date or such shorter time as may be acceptable to the Trustee, if any such redemption has been rescinded or delayed, and upon receipt
the Trustee will provide such notice to each Holder of the Securities to be redeemed in the same manner in which the notice of redemption was given.
Unless the Company defaults in the payment of the
Redemption Price and accrued interest, no interest will accrue on the Securities called for redemption for the period from and after the Redemption Date.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
“Par Call Date” means February 15, 2029.
“Treasury Rate” means, with respect to any
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs:
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or
yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate in respect of the Securities, the Company shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15
exactly equal to such Remaining Life, the two yields–one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than such
Remaining Life–and shall interpolate to the Par Call Date on a straight line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15
shorter than or longer than such Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to such Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City
time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date
but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call
Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining
the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Purchase of Securities upon a Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs after
the date hereof, unless the Company has exercised its right to redeem the Securities as described above under “Optional Redemption,” the Company will make an offer to each Holder of Securities to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101.000% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased
to the date of purchase.
Within 30 days following any Change of Control
Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Company will send a notice to each Holder to
which the Company is required to make a repurchase offer as described above, with a copy to the Trustee, describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the
Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice may, if sent prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
On the Change of Control Repurchase Event payment date,
the Company shall, to the extent lawful:
(i) accept for
payment all Securities or portions of Securities (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Company’s offer;
(ii) deposit with the
Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered and not withdrawn; and
(iii) deliver or cause
to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company.
The Paying Agent will promptly send to each Holder of
Securities properly tendered and not withdrawn the purchase price for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of any such Securities surrendered; provided that each new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
The Company will not be required to make an offer to
repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all
Securities properly tendered and not withdrawn under its offer.
If Holders of not less than 90% in aggregate principal
amount of the outstanding Securities validly tender and do not withdraw such Securities in a offer to repurchase the Securities upon a Change of Control Repurchase Event and the Company, or any third party making such an offer in lieu of the Company
as described above, purchases all of such Securities properly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided that such notice
is given not more than 30 days following such repurchase pursuant to the offer described above to redeem all the Securities that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment
Date”) and at a price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus accrued and unpaid interest, if any, on the Securities repurchased to, but excluding, the Second Change of Control Payment date.
The Company will comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event.
To the extent that the provisions of any securities laws or regulations conflict with this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
provision by virtue of any such conflict.
“Below Investment Grade Rating Event” means,
with respect to the Securities, the rating on the Securities is lowered by each of the Rating Agencies, and the Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an
arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period will be extended so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular
Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control will have occurred at the time of the Below Investment Grade Rating Event).
“Board of Directors” means either the Board of
Directors of the Company or any duly authorized committee empowered by that Board of Directors or the executive committee thereof to act with respect to the Indenture.
“Change of Control” means the occurrence of any
of the following:
(1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries, taken as a whole, to any “person” or “group” (as those
terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one or more of its subsidiaries; (2) the consummation of any transaction or series of related transactions (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly owned subsidiaries, becomes the beneficial owner, directly
or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or (4) the adoption by the Company of a plan providing for its
liquidation or dissolution.
Notwithstanding the foregoing, a transaction will not
be considered to be a Change of Control under clause (2) above if (a) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (b)(x) immediately following that transaction, the direct or indirect holders of the
Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (y) immediately following that transaction, no person (as that term is used in Section 13(d)(3) of
the Exchange Act), other than a holding company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.
For purposes of the foregoing discussion of the
purchase of Securities upon a Change of Control Repurchase Event, the following definitions are applicable:
“Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Fitch” means Fitch Ratings, Ltd., a division of
Fitch, Inc., or its successors.
“Investment Grade” means a rating of BBB- or
better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any
successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.
“Moody’s” means Moody’s Investors Service, Inc.
or its successors.
“Rating Agency” means (1) each of Fitch, Moody’s
and S&P and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.
“S&P” means S&P Global Ratings, a
division of S&P Global Inc., or its successors.
“Voting Stock” means, with respect to any person
as of any date, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to
vote has been suspended by the happening of such a contingency.
The Indenture contains provisions, which will apply to
the Securities, for defeasance and covenant defeasance and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration or transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.
This Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State, without regard to conflict of laws principles thereof.
All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
ASSIGNMENT
| FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto: |
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: ______________________________ |
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| (Please print or typewrite name and address including postal zip code of assignee) |
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| the within Global Security of HP INC. and all rights hereunder, hereby irrevocably constituting and appointing |
| __________________________________________________________________________________________________________________attorney
to
transfer said Global Security on the books of the within-named Company, with full power of substitution in the premises. |
| Dated: _____________________ |
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SIGN HERE |
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
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SIGNATURE GUARANTEED |
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or
part of this Security purchased by the Company pursuant to a Change of Control Repurchase Event, state the amount you elect to have purchased:
|
$_______________ |
(integral multiples of $1,000,
provided that the unpurchased
portion must be in a minimum
principal amount of $2,000) |
Date: _____________________
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Your Signature: ___________________________________
(Sign exactly as your name appears on the face of this Security)
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Tax Identification No.: |
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_____________________________________________________________ |
Signature Guarantee*:
________________________________________________________________
* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
SCHEDULE OF EXCHANGE OF GLOBAL SECURITY
The initial principal amount of this Global Security is $500,000,000. The
following increases or decreases in this Global Security have been made:
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Date
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Amount
of Decrease in Principal Amount of this Global Security
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Amount
of Increase in Principal Amount of this Global Security
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Principal Amount of this Global Security
Following Such Decrease or Increase
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Signature
of
Authorized Signatory of Trustee or Securities Custodian
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__________________
11
EXHIBIT B-2
Form of 4.200% note due 2032
B-2-1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
HP INC.
4.200% notes due 2032
CUSIP No. 40434L AL9
HP Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Security attached hereto on April 15, 2032 (if such date is not a Business Day, payment of principal, premium, if
any, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after April 15, 2032 and to pay interest thereon from March 31, 2022 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing October 15, 2022, at the rate of 4.200% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be on March 31 or September 30 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30- day months. If an Interest Payment Date on the Securities falls on a date that is not a Business Day, the payment of such interest
shall be postponed to the next succeeding Business Day as if made on the Interest Payment Date, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding
Business Day.
So long as all of the Securities of this series are
represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in immediately available funds to the Depositary or to a nominee of the Depositary. If at any time the Securities of
this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be
paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the office of The Bank of New York Mellon, an affiliate of
The Bank of New York Mellon Trust Company, N.A., the Trustee); provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance
with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security
Register on the relevant Regular or Special Record Date, as the case may be, or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant
Regular or Special Record Date.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual, electronic or facsimile or pdf or other electronically imaged signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
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HP INC. |
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By: |
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Name: Zachary J. Nesper |
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Title: Treasurer |
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Attest: |
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Name: Rick Hansen |
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Title: Deputy General Counsel, Corporate and Corporate Secretary |
[Signature Page to 4.200% notes due 2032 – R- ]
Trustee’s Certificate of Authentication.
This is one of the Securities of the series
designated herein referred to in the within-mentioned Indenture.
Dated: _____________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By: ___________________________________
Authorized Signatory
[Signature Page to 4.200% notes due 2032 – R- ]
Reverse of Security
This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 17, 2020 (herein called the “Base Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), as supplemented and modified by the Officers’ Certificate dated March 31, 2022 (as supplemented and
modified, the “Indenture”) and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially in aggregate principal amount of
$1,000,000,000.
Optional Redemption
The Company will have the right to redeem the
Securities, in whole at any time or in part from time to time, on at least 10 days’ but not more than 45 days’ prior written notice sent to the registered Holders of the Securities to be redeemed.
Prior to the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price, as calculated by the Company, equal to the greater of:
(i) 100.000% of the
principal amount of the Securities to be redeemed; and
(ii) the sum, as
determined by the Company, of the present values of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Securities to be redeemed matured on the Par Call Date (exclusive of accrued and unpaid interest, if
any, to, but excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points,
plus, in each case, accrued
and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date.
On or after the Par Call Date, the Securities will be
redeemable in whole at any time or in part from time to time at a Redemption Price equal to 100.000% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
If money sufficient to pay the Redemption Price of
and accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the conditions set forth in Article 11 of the Indenture are
satisfied, then on and after the Redemption Date, interest will cease to accrue on the Securities (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next
Business Day without any interest or other payment due to the delay.
If fewer than all of the Securities are to be
redeemed, not more than 45 days prior to the Redemption Date, the Securities for redemption shall be selected from the Outstanding Securities not previously called in accordance with the procedures of DTC or, in the case of Certificated Securities,
by lot or by such method consistent with the Trustee’s procedures. No Securities of $1,000 or less will be redeemed in part; provided that the unredeemed portion of the Securities redeemed in part may not be less than $2,000.
Any redemption or notice may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all
such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The
Company will provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date or such shorter time as may be acceptable to the Trustee, if any such redemption has been rescinded or delayed, and
upon receipt the Trustee will provide such notice to each Holder of the Securities to be redeemed in the same manner in which the notice of redemption was given.
Unless the Company defaults in the payment of the
Redemption Price and accrued interest, no interest will accrue on the Securities called for redemption for the period from and after the Redemption Date.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
“Par Call Date” means January 15, 2032.
“Treasury Rate” means, with respect to any
Redemption Date, the yield determined by the Company in accordance with the following two paragraphs:
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield
or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any
successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate in respect of the Securities, the
Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant
maturity on H.15 exactly equal to such Remaining Life, the two yields–one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than such Remaining Life–and shall interpolate to the Par Call Date on a straight line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant
maturity on H.15 shorter than or longer than such Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to such Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on
H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City
time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to the Par Call Date. If there is no United States Treasury security maturing on the Par Call
Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par
Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States
Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in
determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Purchase of Securities upon a Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs after
the date hereof, unless the Company has exercised its right to redeem the Securities as described above under “Optional Redemption,” the Company will make an offer to each Holder of Securities to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101.000% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities
repurchased to the date of purchase.
Within 30 days following any Change of Control
Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Company will send a notice to each Holder to
which the Company is required to make a repurchase offer as described above, with a copy to the Trustee, describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the
Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice may, if sent prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
On the Change of Control Repurchase Event payment
date, the Company shall, to the extent lawful:
(i) accept for
payment all Securities or portions of Securities (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Company’s offer;
(ii) deposit with the
Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered and not withdrawn; and
(iii) deliver or cause
to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company.
The Paying Agent will promptly send to each Holder of
Securities properly tendered and not withdrawn the purchase price for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of any such Securities surrendered; provided that each new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
The Company will not be required to make an offer to
repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases
all Securities properly tendered and not withdrawn under its offer.
If Holders of not less than 90% in aggregate
principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a offer to repurchase the Securities upon a Change of Control Repurchase Event and the Company, or any third party making such an offer in lieu of
the Company as described above, purchases all of such Securities properly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided
that such notice is given not more than 30 days following such repurchase pursuant to the offer described above to redeem all the Securities that remain outstanding following such purchase on a date specified in such notice (the “Second Change
of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus accrued and unpaid interest, if any, on the Securities repurchased to, but excluding, the Second Change of
Control Payment date.
The Company will comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event.
To the extent that the provisions of any securities laws or regulations conflict with this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
provision by virtue of any such conflict.
“Below Investment Grade Rating Event” means,
with respect to the Securities, the rating on the Securities is lowered by each of the Rating Agencies, and the Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an
arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period will be extended so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular
Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the
applicable Change of Control (whether or not the applicable Change of Control will have occurred at the time of the Below Investment Grade Rating Event).
“Board of Directors” means either the Board of
Directors of the Company or any duly authorized committee empowered by that Board of Directors or the executive committee thereof to act with respect to the Indenture.
“Change of Control” means the occurrence of
any of the following:
(1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries, taken as a whole, to any “person” or “group” (as
those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one or more of its subsidiaries; (2) the consummation of any transaction or series of related transactions (including, without limitation, any
merger or consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly owned subsidiaries, becomes the beneficial
owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or
any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the
surviving person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or (4) the adoption by the Company of a plan providing
for its liquidation or dissolution.
Notwithstanding the foregoing, a transaction will not
be considered to be a Change of Control under clause (2) above if (a) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (b)(x) immediately following that transaction, the direct or indirect holders of the
Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (y) immediately following that transaction, no person (as that term is used in Section 13(d)(3) of
the Exchange Act), other than a holding company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.
For purposes of the foregoing discussion of the
purchase of Securities upon a Change of Control Repurchase Event, the following definitions are applicable:
“Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Fitch” means Fitch Ratings, Ltd., a division
of Fitch, Inc., or its successors.
“Investment Grade” means a rating of BBB- or
better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under
any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.
“Moody’s” means Moody’s Investors Service,
Inc. or its successors.
“Rating Agency” means (1) each of Fitch,
Moody’s and S&P and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.
“S&P” means S&P Global Ratings, a
division of S&P Global Inc., or its successors.
“Voting Stock” means, with respect to any
person as of any date, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the
right so to vote has been suspended by the happening of such a contingency.
The Indenture contains provisions, which will apply
to the Securities, for defeasance and covenant defeasance and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration or transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.
This Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State, without regard to conflict of laws principles thereof.
All terms used in this Security that are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
ASSIGNMENT
| FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto: |
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE: ______________________________ |
| |
| |
| (Please print or typewrite name and address including postal zip code of assignee) |
| |
| the within Global Security of HP INC. and all rights hereunder, hereby irrevocably constituting and appointing |
| ______________________________________________________________________________________________attorney to transfer
said Global Security on the books of the within-named Company, with full power of substitution in the premises. |
| Dated: ________________________ |
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SIGN HERE |
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED
|
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all
or part of this Security purchased by the Company pursuant to a Change of Control Repurchase Event, state the amount you elect to have purchased:
|
$_______________ |
(integral multiples of $1,000,
provided that the unpurchased
portion must be in a minimum
principal amount of $2,000) |
Date: _____________________
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Your Signature: |
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| |
|
(Sign exactly as your name appears on the face of this Security) |
Signature Guarantee*:
_________________________________________________________________
* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
SCHEDULE OF EXCHANGE OF GLOBAL SECURITY
The initial principal amount of this Global Security is $500,000,000. The
following increases or decreases in this Global Security have been made:
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Date
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Amount
of Decrease in Principal Amount of this Global Security
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Amount of Increase in Principal Amount
of this Global Security
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Principal Amount of this Global Security
Following Such Decrease or Increase
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Signature
of
Authorized Signatory of Trustee or Securities Custodian
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11
Exhibit 5.1
March 31, 2022
HP Inc.
1501 Page Mill Road
Palo Alto, California 94304
|
Re: |
HP Inc.
Registration Statement on Form S-3 (File No. 333-235474) |
Ladies and Gentlemen:
We have acted as counsel to HP Inc., a Delaware corporation (the “Company”), in connection with the
preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-235474 (as amended by (a) the Post-Effective Amendment No. 1 thereto, dated December 9, 2020, and (b)
the Post-Effective Amendment No. 2 thereto, dated December 10, 2020, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated
March 29, 2022, filed with the Commission on March 30, 2022 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $1,000,000,000 aggregate principal amount of the
Company’s 4.000% notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of the Company’s 4.200% notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “Notes”).
The Notes have been issued pursuant to the Indenture, dated as of June 17, 2020 (the “Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise
identified to our satisfaction as being true and complete copies of the originals, of the Indenture and the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we
have deemed necessary or advisable to enable us to render the opinion expressed below. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural
persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate
and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
March 31, 2022
Page 2
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth
herein, we are of the opinion that the Notes are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
The opinion expressed above is subject to the following additional exceptions, qualifications, limitations and
assumptions:
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, to the extent relevant to the opinion expressed herein, 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 opinion expressed herein. 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 opinion above is 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, (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 or due to the negligence or
willful misconduct of the indemnified party; (iii) any provision that would require payment of any unamortized original issue discount (including any original issue discount effectively created by payment of a fee); (iv) any agreement to submit to
the jurisdiction of any Federal court; (v) any waiver of the right to jury trial or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some
particular remedy does not preclude recourse to one or more others.
March 31, 2022
Page 2
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to
the use of our name under the caption “Validity of the Securities” in the Registration Statement and “Validity of the Notes” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Exhibit 99.1
HP Inc.
1501 Page Mill Road
Palo Alto, CA 94304
hp.com
| |
News Release
HP Inc. Announces Pricing of Senior Notes
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Editorial contacts
HP
Inc. Media Relations
MediaRelations@hp.com
HP
Inc. Investor Relations
InvestorRelations@hp.com
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PALO
ALTO, Calif., March 29, 2022 – HP Inc. (NYSE: HPQ) today announced the pricing of its underwritten public offering of
$2.0 billion aggregate principal amount of senior unsecured notes, consisting of $1.0 billion aggregate principal amount
of its 4.000% notes due 2029 (the “2029 notes”) at a public offering price of 99.767% of the principal amount, and
$1.0 billion aggregate principal amount of its 4.200% notes due 2032 at a public offering price of 99.966% of the principal amount
(the “2032 notes” and together with the 2029 notes, the “Notes”). |
HP
intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, repayment
and refinancing of debt (including the repayment of HP’s 4.05% notes due September 2022 at maturity), funding of acquisition
opportunities (which may include the acquisition of Poly), cash on balance sheet, working capital, capital expenditures, and share
repurchases.
The
issuance of the Notes is expected to close on March 31, 2022, subject to customary closing conditions.
BNP
Paribas Securities Corp., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities
LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering.
The
Notes are being offered pursuant to an effective shelf registration statement (including a prospectus) on Form S-3 previously
filed with the Securities and Exchange Commission (SEC). A preliminary prospectus supplement relating to the offering has been
filed with the SEC and is available on the SEC’s website at www.sec.gov. Before you invest, you should read the prospectus
in that registration statement (including the preliminary prospectus supplement for the offering to which this communication relates)
and other documents HP has filed with the SEC for more complete information about HP and the offering. You may obtain these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, these documents may be obtained from BNP Paribas
Securities Corp. by calling toll-free at 1-800-854-5674; from BofA Securities, Inc. by calling toll-free at 1-800-294-1322; from
Goldman Sachs & Co. LLC by calling toll-free at 1-866-471-2526; or from HSBC Securities (USA) Inc. by calling toll-free at
1-866-811-8049.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release shall not constitute
a notice of redemption of the 4.05% notes due September 2022.
Forward-Looking
Statements
This
press release contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties.
If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP and its consolidated subsidiaries
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 potential impact of the COVID-19 pandemic and the actions by governments, businesses
and individuals in response to the situation; projections of net revenue, margins, expenses, effective tax rates, net earnings,
net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or
other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned
structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management
for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market
strategy, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements or other
financial impacts; any statements concerning the expected development, demand, performance, market share or competitive performance
relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing descriptions
or logistics challenges; any statements regarding current or future macroeconomic trends or events and the impact of those trends
and events on HP and its financial performance; any statements regarding pending investigations, claims, disputes or other litigation
matters; any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and
other business combination and investment transactions; and any statements of assumptions underlying any of the foregoing. Forward-looking
statements can also generally be identified by words such as “future,” “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,”
“will,” “would,” “could,” “can,” “may,” and similar terms.
Risks,
uncertainties and assumptions include factors relating to the effects of the COVID-19 pandemic and the actions by governments,
businesses and individuals in response to the situation, the effects of which may give rise to or amplify the risks associated
with many of these factors listed here; 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 plan, 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 the restructuring plans, including estimates and assumptions
related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring
plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties;
the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends and events, including the unfolding
situation in Ukraine and its regional and global ramifications and the effects of inflation; risks associated with HP’s
international operations; 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; 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; potential impacts, liabilities and costs
from pending or potential investigations, claims and disputes; and other risks that are described in HP’s Annual Report
on Form 10-K for the fiscal year ended October 31, 2021 and HP’s Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 2022, and that are otherwise described or updated from time to time in HP’s other filings with the Securities
and Exchange Commission (the “SEC”).
The
forward-looking statements in this press release are made as of the date of this document and HP assumes no obligation and does
not intend to update these forward-looking statements.
HP’s
Investor Relations website at investor.hp.com contains a significant amount of information about HP, including financial and other
information for investors. HP encourages investors to visit its website from time to time, as information is updated, and new
information is posted. The content of HP’s website is not incorporated by reference into this press release or in any other
report or document HP files with the SEC, and any references to HP’s website are intended to be inactive textual references
only.
About
HP
HP
Inc. (NYSE: HPQ) is a technology company that believes one thoughtful idea has the power to change the world. Its product and
service portfolio of personal systems, printers, and 3D printing solutions helps bring these ideas to life. Visit http://www.hp.com.
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