UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
June 21, 2022
Date of Report (Date of Earliest Event Reported)
HP Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-4423 | 94-1081436 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1501 Page Mill Road, Palo Alto, California | 94304 | |
(Address of principal executive offices) | (Zip code) | |
(650) 857-1501
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | HPQ | New York Stock Exchange |
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 June 21, 2022, HP Inc. (the “Company” or “HP”) closed its public offering of (i) $900,000,000 aggregate principal amount of 4.750% notes due 2028 (the “2028 Notes”) and (ii) $1,100,000,000 aggregate principal amount of 5.500% notes due 2033 (the “2033 Notes” and, the 2033 Notes together with the 2028 Notes, the “Notes”). 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”). 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 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 June 21, 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.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number | Description | |
| 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). | ||
| Form of 4.750% notes due 2028. | ||
| Form of 5.500% notes due 2033. | ||
| Officers’ Certificate, dated June 21, 2022, delivered pursuant to Section 301 of the Indenture. | ||
| Opinion of Gibson, Dunn & Crutcher LLP. | ||
| Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto). | ||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
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.
| HP INC. | ||
| DATE: June 21, 2022 | By: | /s/ RICK HANSEN |
| Name: | Rick Hansen | |
| Title: | Deputy General Counsel, Corporate and Corporate Secretary | |