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.
Exhibit
Number Description
1.1 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.
4.1 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).
4.2 Form of 4.000% notes due 2029.
4.3 Form of 4.200% notes due 2032.
4.4 Officers' Certificate, dated March 31, 2022, delivered pursuant to
Section 301 of the Indenture.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1
hereto).
99.1 HP Inc. News Release, dated March 29, 2022.
Cover Page Interactive Data File, formatted in Inline XBRL (included as
104 Exhibit 101).
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