Filed by DXC Technology Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Computer Sciences Corporation
Registration No.s333-218394 and 333- 218395
Date: August 8, 2017
DXC Technology Announces Results of Exchange Offers for
Computer Sciences Corporation Notes and DXC Technology Notes
NEWS RELEASE – AUGUST 8, 2017
TYSONS, Va.,August 8, 2017 – DXC Technology Company (NYSE:DXC) (“DXC”) today announced the final results of its previously announced offers:
| • | to exchange all validly tendered and accepted notes of the following series issued by Computer Sciences Corporation (“CSC”) for new notes to be issued by DXC (“the CSC Exchange”); |
| • | to exchange all validly tendered and accepted notes of the following series, which were issued by DXC in a private placement, for new notes to be issued by DXC which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), (the “DXC Exchange” and together with the CSC Exchange, the “exchange offers”), as described in the table below. |
The exchange offers expired at 11:59 p.m. on August 7, 2017 (the “Expiration Date”) and the settlement of the exchange offers is expected to take place on or about August 9, 2017.
The following table sets forth the aggregate principal amount of each series of notes that were validly tendered and not validly withdrawn as of the Expiration Date pursuant to the terms and conditions of the exchange offers.
Aggregate principal | Series of notes to be exchanged (the “old notes”) | CUSIP No. for the old | Series of notes to | CUSIP No. for the new | Tenders Received as of the Expiration Date | Percentage of aggregate principal amount outstanding of old notes | ||||||||||||
Old notes issued by CSC | ||||||||||||||||||
$445,265,000 | 4.45% Senior Notes due 2022 | 205363AN4 | 4.45% Senior Notes due 2022 | 23355LAA4 | $ | 274,470,000 | 61.64 | % | ||||||||||
Old notes issued by DXC | ||||||||||||||||||
$500,000,000 | 2.875% Senior Notes due 2020 | 299897AA6 / U3000NAA8 | 2.875% Senior Notes due 2020 | 23355LAB2 | $ | 500,000,000 | 100 | % | ||||||||||
$500,000,000 | 4.250% Senior Notes due 2024 | 299897AB4 / U3000NAB6 | 4.250% Senior Notes due 2024 | 23355LAC0 | $ | 500,000,000 | 100 | % | ||||||||||
$500,000,000 | 4.750% Senior Notes due 2027 | 299897AC2 / U3000NAC4 | 4.750% Senior Notes due 2027 | 23355LAD8 | $ | 499,550,000 | 99.91 | % | ||||||||||
DXC filed two registration statements on FormS-4 relating to the exchange offers (together and as amended, the “registration statements”). Both registration statements were filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2017, and were declared effective on July 11, 2017. The CSC Exchange offer was made pursuant to the terms and conditions set forth in DXC’s prospectus, dated as of July 11, 2017, which forms a part of the registration statement applicable to the CSC Exchange. The DXC Exchange offer was made pursuant to the terms and conditions set forth in DXC’s prospectus, dated as of July 11, 2017, which forms a part of the registration statement applicable to the DXC Exchange.
The exchange agent and information agent for the CSC Exchange was:
Global Bondholder Services Corporation
65 Broadway—Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212)430-3774
All others call toll free: (866)470-3900
The exchange agent for the DXC Exchange was:
U.S. Bank National Association
U. S. Bank National Association
Attn: Specialized Finance
111 Fillmore Avenue
St. Paul, MN 55107-1402
For information please email escrowexchangepayments@usbank.com or call651-466-7150
Davis Polk & Wardwell LLP acted as legal advisor to DXC in connection with the exchange offers.
Additional Information and Where to Find it
DXC has filed registration statements (each including a prospectus) with the SEC for the exchange offers to which this press release relates. You are urged to read the prospectus, the registration statement and other relevant documents applicable to such exchange which are filed or to be filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about DXC, the exchange offers and related matters. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC from DXC by requesting them by mail at Investor Relations Department, DXC Technology Company, 1775 Tysons Boulevard, Tysons, Virginia 22102 or by telephone at (703)245-9700.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein. The exchange offers were made only pursuant to the terms and conditions set forth in DXC’s prospectuses and registration statements, which are filed with the SEC, and the other related materials.
About DXC
DXC is the world’s leading independent,end-to-end IT services company, helping clients harness the power of innovation to thrive on change. Created by the merger of CSC and the Enterprise Services business of Hewlett Packard Enterprise, DXC serves nearly 6,000 private and public sector clients across 70 countries. The company’s technology independence, global talent and extensive partner network combine to deliver powerful next-generation IT services and solutions. DXC is recognized among the best corporate citizens globally.
All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form10-K for the fiscal year ended April 1, 2016 and DXC’s (formerly named Everett SpinCo, Inc.) FormS-4s filed on June 1, 2017 and February 24, 2017 and any updating information in subsequent SEC filings. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events except as required by law.
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Contact:
Richard Adamonis, Corporate Media Relations,+1-862-228-3481, radamonis@dxc.com
Jonathan Ford, Investor Relations,+1-703-245-9700, investor.relations@dxc.com
