DXC Technology Announces Consideration for Cash Tender Offers

Rhea-AI Summary

DXC Technology Company announced cash tender offers for its senior notes due 2022, providing a consideration based on U.S. Treasury Security yields. The offers expire on March 22, 2021. Holders must tender their notes before the expiration or comply with guaranteed delivery to receive payment. Notes not validly tendered will be retired on April 15, 2021. MUFG Securities Americas is the dealer manager, and Global Bondholder Services Corporation is the tender agent. This press release contains forward-looking statements and clarifies it does not constitute an offer to sell any notes.

Positive

• Detailing of the cash tender offers may enhance investor confidence.
• Interest payments will be made to holders of validly tendered notes.

Negative

• Potential redemption of untendered notes could limit market liquidity.
• Forward-looking statements may create uncertainty for investors.

DXC Technology Company (NYSE: DXC) (the “Company” or “DXC”) announced today the consideration for each series of notes (the “Notes”) subject to the previously announced cash tender offers by the Company. The consideration was calculated by the dealer manager at 2:00 p.m. EDT today.

The consideration for each $1,000 principal amount of the Notes validly tendered and accepted for payment pursuant to the tender offers is set forth in the table below, determined in the manner described in the Offer Documents (as defined below) by reference to the applicable fixed spread specified for that series in the table below over the yield based on the bid side price of the applicable U.S. Treasury Security specified in the table below for that series. Holders whose Notes are purchased will also receive accrued and unpaid interest thereon from the applicable last interest payment date up to, but not including, the settlement date, which is expected to be March 23, 2021.

Issuer

Title of Security

CUSIP Number

Principal Amount Outstanding

Reference U.S. Treasury Security

Reference U.S. Treasury Security Yield

Bloomberg Reference Page

Fixed Spread

Consideration

DXC Technology Company

4.450% Senior Notes due 2022

23355LAA4

$274,470,000

1.500% U.S. Treasury due September 15, 2022

0.574%

FIT4

+45 bps

$1,057.27

Computer Sciences Corporation

4.450% Senior Notes due 2022

205363AN4

$170,795,000

1.500% U.S. Treasury due September 15, 2022

0.574%

FIT4

+45 bps

$1,057.27

The tender offers are being made pursuant to an Offer to Purchase dated March 16, 2021 and a related Notice of Guaranteed Delivery (the “Offer Documents”), which set forth the terms and conditions of the tender offers.

The tender offers will expire at 5:00 p.m. EDT on March 22, 2021, unless extended (as may be extended, the “Expiration Time”). Holders of Notes must validly tender and not validly withdraw their Notes before the Expiration Time, or comply with the guaranteed delivery procedures set forth in the Offer Documents, to be eligible to receive the consideration for such Notes.

Any Notes that are otherwise not validly tendered before the Expiration Time or comply with the guaranteed delivery procedures set forth in the Offer Documents will be subject to redemption and will be retired on April 15, 2021, in accordance with respect to each of the indentures applicable thereof.

The Company has retained MUFG Securities Americas Inc. to serve as the dealer manager for the tender offers. MUFG Securities Americas Inc. may be contacted at (877) 744-4532 (U.S. toll-free) and (212) 405-7481 (collect).

The Company has also retained Global Bondholder Services Corporation to serve as the tender agent and information agent for the tender offers.

The tender offers are being made only pursuant to the terms and conditions contained in the Offer Documents, copies of which may be obtained from Global Bondholder Services Corporation by telephone at (866) 470-3700 (U.S. toll-free) and (212) 430-3774 (collect), via email at contact@gbsc-usa.com, or via the following web address: https://www.gbsc-usa.com/dxc/.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the tender offers. The tender offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offers are required to be made by a licensed broker or dealer, the tender offers will be deemed to be made on behalf of the Company by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

About DXC

DXC Technology (DXC: NYSE) helps global companies run their mission critical systems and operations while modernizing IT, optimizing data architectures, and ensuring security and scalability across public, private and hybrid clouds. With decades of driving innovation, the world’s largest companies trust DXC to deploy the enterprise technology stack to deliver new levels of performance, competitiveness and customer experiences. Learn more about the DXC story and our focus on people, customers and operational execution at www.dxc.technology.

Forward-Looking Statements

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 recently filed Annual Report on Form 10-K for the fiscal year ended March 31, 2020, Quarterly Reports on Form 10-Q for the quarterly period ended June 30, 2020, the quarterly period ended September 30, 2020 and the quarterly period ended December 31, 2020. 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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FAQ

What is the expiration date for DXC's cash tender offers?

The cash tender offers for DXC's notes expire at 5:00 p.m. EDT on March 22, 2021.

What is the consideration amount for validly tendered DXC notes?

The consideration for each $1,000 principal amount of the validly tendered notes is set at $1,057.27.

Who manages the cash tender offers for DXC Technology?

MUFG Securities Americas Inc. is the dealer manager for the cash tender offers.

What happens to notes not tendered by the expiration date?

Notes not validly tendered before the expiration will be retired on April 15, 2021.