Item 8.01. Other Events.
On April 21, 2020, DXC Technology Company (the "Company") completed its
previously announced offering of $500 million aggregate principal amount of its
4.000% Senior Notes due 2023 and $500 million aggregate principal amount of its
4.125% Senior Notes due 2025 (collectively, the "Notes"). The offering was made
through an underwriting syndicate led by BofA Securities, Inc., Citigroup Global
Markets Inc. and MUFG Securities Americas Inc., as representatives of the
underwriters (the "Representatives"). Lloyds Securities Inc. and Mizuho
Securities USA LLC also served as joint bookrunners for the Notes.
The Company estimates that the net proceeds of the offering of the Notes were
approximately $991 million, after deducting the underwriters' discounts and the
estimated expenses of the offering. The Company intends to use the net proceeds
from the offering of the Notes to repay certain indebtedness under its senior
credit facilities.
The Notes were offered and sold pursuant to an underwriting agreement, dated
April 14, 2020 (the "Underwriting Agreement"), between the Company and the
Representatives, under the Company's automatic shelf registration statement (the
"Registration Statement") on Form S-3 (Registration No. 333-219941) filed with
the Securities and Exchange Commission (the "SEC") on August 14, 2017. The
Company has filed with the SEC a prospectus supplement, dated April 14, 2020,
together with the accompanying prospectus, dated August 14, 2017, relating to
the offer and sale of the Notes.
The Notes are governed by the terms of an indenture, dated as of March 27, 2017
(the "Base Indenture"), between the Company and U.S. Bank National Association,
as trustee (the "Trustee"), as supplemented by an eighth supplemental indenture,
dated as of April 21, 2020 (the "Supplemental Indenture"), between the Company
and the Trustee.
The foregoing descriptions of the Underwriting Agreement and Supplemental
Indenture do not constitute a complete summary of these documents and are
qualified by reference in their entirety to the full text of the Underwriting
Agreement and Supplemental Indenture, which are filed herewith as Exhibit 1.1
and Exhibit 4.1, respectively, and incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
Exhibit Description
1.1 Underwriting Agreement, dated April 14, 2020, between DXC
Technology Company and BofA Securities, Inc., Citigroup Global
Markets Inc. and MUFG Securities Americas Inc., as representatives
of the underwriters named therein.
4.1 Eighth Supplemental Indenture, dated April 21, 2020, between DXC
Technology Company and U.S. Bank National Association, as trustee.
4.2 Form of DXC Technology Company's 4.000% Senior Notes due 2023
(included in Exhibit 4.1).
4.3 Form of DXC Technology Company's 4.125% Senior Notes due 2025
(included in Exhibit 4.1).
5.1 Opinion of Latham & Watkins LLP.
5.2 Opinion of Woodburn and Wedge.
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2 Consent of Woodburn and Wedge (included in Exhibit 5.2).
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