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HCL America Inc. - Tender Offer - Final Results

HCL America Inc. Announces Final Results of its Cash Tender Offer for up to U.S.$125,000,000 in aggregate principal amount of its 1.375% Senior Notes due 2026, unconditionally and irrevocably guaranteed by HCL Technologies Limited (Rule 144A CUSIP / ISIN: 40480H AA5 / US40480HAA59; Regulation S CUSIP / ISIN: U2479Q AA5 / USU2479QAA59)


07 MARCH 2023


Full announcement via SGX


The expiration of the Tender Offer occurred at 11:59 p.m. (New York City time) on March 6, 2023 (the “Tender Expiration Deadline”). An aggregate principal amount of US$247,793,000 of the Notes had been validly tendered at or prior to 5:00 p.m. (New York City time) on February 17, 2023 (the “Early Tender Deadline”). As announced in the Early Results Announcement, the Final Maximum Acceptance Amount was reached at the Early Tender Deadline and any Notes tendered after the Early Tender Deadline and at or prior to the Expiration Deadline (the “Tendered Notes”) will not be accepted for purchase. Accordingly, the Company will not pay any Late Tender Consideration for any such Tendered Notes. Any Notes not accepted for purchase by the Company or not validly tendered will remain outstanding and accrue interest in accordance with their terms.


As of March 7, 2023, US$252,207,000 in aggregate principal amount of the Notes will remain outstanding.

 

HCL America Inc. Announces Early Settlement of its Cash Tender Offer for up to U.S.$125,000,000 in aggregate principal amount of its 1.375% Senior Notes due 2026, unconditionally and irrevocably guaranteed by HCL Technologies Limited (Rule 144A CUSIP / ISIN: 40480H AA5 / US40480HAA59; Regulation S CUSIP / ISIN: U2479Q AA5 / USU2479QAA59)


22 FEBRUARY 2023


Full announcement via SGX


HCL America Inc. (the “Company”) hereby announces the early settlement of its previously announced tender offer to purchase for cash up to U.S.$125,000,000 in aggregate principal amount of its 1.375% Senior Notes due 2026 (Rule 144A CUSIP / ISIN: 40480H AA5 / US40480HAA59; Regulation S CUSIP / ISIN: U2479Q AA5 / USU2479QAA59), unconditionally and irrevocably guaranteed by HCL Technologies Limited (the “Guarantor”) (the “Notes”).

The Company further announced on February 21, 2023, that in its sole discretion (subject to applicable law and as provided in the Tender Offer Memorandum dated February 6, 2023 (the “Tender Offer Memorandum”)) it increased the Maximum Acceptance Amount in relation to the Tender Offer from U.S.$125,000,000 to U.S.$247,793,000 in aggregate principal amount of the Notes (the “Final Maximum Acceptance Amount”). The Tender Offer is being made pursuant to the Tender Offer Memorandum. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.


Pursuant to the settlement of the Tender Offer, the Company paid a total of U.S.$226,715,108.01, comprised of (i) the Early Tender Consideration in the amount of U.S.$908.75 per U.S.$1,000 in principal amount of Notes, and (ii) the applicable Accrued Interest Payment, with respect to U.S.$247,793,000 in aggregate principal amount of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase by the Company pursuant to the Tender Offer. U.S.$247,793,000 in aggregate principal amount of Notes were cancelled on February 22, 2023. The aggregate principal amount of Notes that remains outstanding as of February 22, 2023 is U.S.$252,207,000.


The Tender Expiration Deadline of the Tender Offer will be 11:59 p.m. (New York City time) on March 6, 2023 (or such other time and/or date as determined by the Company, in its sole discretion, to the extent it exercises its right to extend, withdraw, amend and/or terminate the Tender Offer (subject to applicable law and as provided in the Tender Offer Memorandum)). As the aggregate principal amount of the Notes validly tendered at or prior to the Early Tender Deadline equals the Final Maximum Acceptance Amount, the Company will not accept for purchase any Notes validly tendered by Noteholders after the Early Tender Deadline.


As soon as reasonably practicable following the Tender Expiration Deadline, the Company will announce the completion of the Tender Offer."

 

HCL America Inc. Announces Early Tender Results of its Cash Tender Offer for up to U.S.$125,000,000 in aggregate principal amount of its 1.375% Senior Notes due 2026, unconditionally and irrevocably guaranteed by HCL Technologies Limited (Rule 144A CUSIP / ISIN: 40480H AA5 / US40480HAA59; Regulation S CUSIP / ISIN: U2479Q AA5 / USU2479QAA59)


21 FEBRUARY 2023


Full announcement via SGX.


"Early Tender Deadline and Increase of Maximum Acceptance Amount


The Early Tender Deadline of the Tender Offer occurred at 5:00 p.m. (New York City time) on February 17, 2023. Noteholders were required to validly tender their Notes at or prior to the Early Tender Deadline to be eligible to receive the Early Tender Consideration for the Tender Offer. The Early Tender Consideration to those who tendered at or prior to the Early Tender Deadline will be U.S.$908.75 per U.S.$1,000 in principal amount of the Notes in respect of Notes validly tendered and accepted for purchase by the Company pursuant to the Tender Offer. An aggregate principal amount of U.S.$247,793,000 of the Notes had been validly tendered pursuant to the Tender Offer at or prior to the Early Tender Deadline. The Company further announces that in its sole discretion (subject to applicable law and as provided in the Tender Offer Memorandum) it has increased the Maximum Acceptance Amount in relation to the Tender Offer from U.S.$125,000,000 to U.S.$247,793,000 in aggregate principal amount of the Notes (the “Final Maximum Acceptance Amount”). As the aggregate principal amount of Notes validly tendered at or prior to the Early Tender Deadline equals the Final Maximum Acceptance Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline. No Scaling Factor will be applied in respect of Notes validly tendered at or prior to the Early Tender Deadline. "

 

HCL America Inc. Commences Cash Tender Offer for up to U.S.$125,000,000 in aggregate principal amount of its 1.375% Senior Notes due 2026, unconditionally and irrevocably guaranteed by HCL Technologies Limited (Rule 144A CUSIP / ISIN: 40480H AA5 / US40480HAA59; Regulation S CUSIP / ISIN: U2479Q AA5 / USU2479QAA59)


06 FEBRUARY 2023


Full announcement via SGX.


HCL America Inc. (the “Company”) today announced that it has commenced a tender offer to purchase for cash (the “Tender Offer”) up to U.S.$125,000,000 in aggregate principal amount of its 1.375% Senior Notes due 2026 (Rule 144A CUSIP / ISIN: 40480H AA5 / US40480HAA59; Regulation S CUSIP / ISIN: U2479Q AA5 / USU2479QAA59), unconditionally and irrevocably guaranteed by HCL Technologies Limited (the “Guarantor”) (the “Notes”). The Tender Offer is being made pursuant to a Tender Offer Memorandum, dated February 6, 2023 (the “Tender Offer Memorandum”). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum

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"Purpose of the Tender Offer and Source of Funds


The purpose of the Tender Offer is for the Company to optimize its balance sheet and reduce debt. The Company intends to use cash on hand to fund the aggregate Purchase Price for Notes accepted for tender."

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