TYSONS, Va.–(BUSINESS WIRE)–DXC Technology Company (NYSE:DXC) (“DXC”) today announced that it has commenced (i) an exchange offer to exchange all validly tendered and accepted notes of the following series issued by Enterprise Services LLC (“EDS”) for new notes to be issued by DXC (the “Exchange Offer”); and (ii) a consent solicitation to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (as defined below) (the “Consent Solicitation”).
Series of notes
CUSIP No. for
Series of notes
CUSIP No. for
|$300,000,000||7.45% Senior Notes due 2029||285659AF5||7.45% Senior Notes due 2029||23355LAF3|
In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to the Early Consent Date (as defined below) and not validly withdrawn, holders will be eligible to receive $1,000 principal amount of New Notes (the “Exchange Offer Consideration”) and an early consent payment in cash of $50 (the “Early Consent Payment” and, together with the Exchange Offer Consideration, the “Total Consideration”). Old Notes that are validly tendered after the Early Consent Date and prior to the Expiration Date, and not validly withdrawn, will not receive the early consent payment.
The Exchange Offer commences on January 8, 2018 and expires immediately following 11:59 p.m., New York City time, on February 5, 2018, unless extended (such date and time, as the same may be extended, the “Expiration Date”). In order to be eligible to receive the early consent payment, holders of old notes must validly tender and not withdraw their old notes on or prior to 5:00 p.m., New York City time, on January 22, 2018, unless extended (such date and time, as the same may be extended, the “Early Consent Date”).
The proposed amendments to the Old Notes will, among other things, eliminate substantially all of the restrictive covenants in the indenture governing the Old Notes, eliminate certain events of default, amend the indenture governing the Old Notes to provide for the termination and replacement of guarantees and make certain conforming changes to the indenture governing the Old Notes to reflect the proposed amendments. The consent solicitation is conditioned upon the receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal amount of the Old Notes.
DXC has filed a registration statement on Form S-4 relating to the Exchange Offer (as amended, the “Registration Statement”). The Registration Statement was filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2017, and has been declared effective. The exchange offer is being made pursuant to the terms and conditions set forth in DXC’s prospectus, dated as of January 8, 2018, which forms a part of the registration statement applicable to the exchange offer.
The terms of the New Notes to be issued in the Exchange Offer will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Old Notes, as well as identical interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the Old Notes in connection with the Exchange Offer. However, the first interest payment for the New Notes issued in the exchange will have accrued from the most recent interest payment date for such tendered Old Note.
The dealer manager for the Exchange Offer and the solicitation agent for the Consent Solicitation is:
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
Attn: Liability Management
Collect: (212) 405-7481
Toll-Free: (877) 744-4532
The exchange agent and information agent for the Exchange Offer is:
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
Latham & Watkins LLP is acting as legal advisor to DXC in connection with the Exchange Offer and Consent Solicitation. Davis Polk & Wardwell LLP is acting as legal advisor to MUFG in connection with the Exchange Offer and Consent Solicitation.
Tenders of Old Notes may be validly withdrawn at any time prior to the Early Consent Date. The consummation of the Exchange Offer and the Consent Solicitation are subject to, and conditional upon, among other things, the satisfaction or, where permitted, waiver of the conditions discussed in the Registration Statement prior to the Early Consent Date or the Expiration Date, as applicable.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
DXC has filed a Registration Statement (including a prospectus) with the SEC for the Exchange Offer to which this press release relates. Before you decide to participate in the Exchange Offer, 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 Offer 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 by 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 Offer may be made only pursuant to the terms and conditions set forth in DXC’s prospectus and Registration Statement, which have been filed with the SEC, and the other related materials.
ABOUT DXC TECHNOLOGY
DXC Technology (NYSE: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 Technology 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 Technology is recognized among the best corporate citizens globally. For more information, visit dxc.technology.
All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent DXC’s intentions, plans, expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. These statements are subject to numerous assumptions, risks, uncertainties, and other factors, many outside of DXC’s control, that could cause actual results to differ materially from the results described in such statements. For a description of these factors, please see DXC’s most recent Quarterly Report on Form 10-Q and DXC’s Form S-4 filed on December 19, 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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