8-K
DXC Technology Co (DXC)
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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
Date of Report (Date of earliest event reported): September 2, 2021
DXC TECHNOLOGY COMPANY
(Exact name of registrant as specified in its charter)
| Nevada | 001-38033 | 61-1800317 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 1775 Tysons Boulevard<br>Tysons, Virginia | 22102 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(703) 245-9675
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | DXC | The New York Stock Exchange |
| 2.750% Senior Notes due 2025 | DXC 25 | The New York Stock Exchange |
| 1.750% Senior Notes due 2026 | DXC 26 | The 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 September 2, 2021, DXC Capital Funding DAC, a wholly owned subsidiary of DXC Technology Company (the “Company”), priced an offering of (i) €750.0 million aggregate principal amount of its 0.450% Senior Notes due 2027 (the “2027 Notes”) and (ii) €600.0 million aggregate principal amount of its 0.950% Senior Notes due 2031 (together with the 2027 Notes, the “Notes”).
The Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act.
On September 2, 2021, the Company issued a press release announcing the pricing of the Notes, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Press Release, dated September 2, 2021. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| DXC TECHNOLOGY COMPANY | ||
|---|---|---|
| Date: September 2, 2021 | By: | /s/ Zafar A. Hasan |
| Name: | Zafar A. Hasan | |
| Title: | Senior Vice President and Head of Corporate Legal, Corporate Secretary |
EX-99.1
Exhibit 99.1
DXC Technology Prices Senior Notes Offering
TYSONS, Va., September 2, 2021 — DXC Technology Company (NYSE: DXC) (“DXC”) today announced that its wholly owned subsidiary, DXC Capital Funding DAC (the “Issuer”), priced an offering of (i) €750.0 million aggregate principal amount of its 0.450% Senior Notes due 2027 (the “2027 Notes”), priced at 99.846% of the aggregate principal amount of such notes and (ii) €600.0 million aggregate principal amount of its 0.950% Senior Notes due 2031 (together with the 2027 Notes, the “Notes”), priced at 99.715% of the aggregate principal amount of such notes. The Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act. The offering of the Notes is expected to close on September 9, 2021, subject to customary conditions.
The Notes will be unconditionally and irrevocably guaranteed by DXC and DXC Luxembourg International S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) and the direct parent of the Issuer (“Holdings”). DXC currently intends to apply the net proceeds from the offering of the Notes principally to the repayment in full of the €400 million aggregate principal amount of outstanding borrowings under its Euro-denominated term loan facility, the repayment of its U.S. dollar-denominated 4.25% Senior Notes due 2025, the repayment of its Sterling-denominated 2.750% Senior Notes due 2025 and the repayment of other outstanding senior notes. The Issuer intends to lend the funds to Holdings to facilitate the corresponding alignment of DXC’s global structure.
Mike Salvino, President and Chief Executive Officer, DXC commented: “Building a strong financial foundation is a key component of our transformation journey. This offering allows us to refinance our term loan and bonds, extending maturities, while reducing ongoing borrowing cost. These actions further improve our capital structure, strengthen our financial foundation, and demonstrate our ongoing commitment to an investment grade credit profile. We were pleased with the high level of investor interest in our debt offering, as we were able to increase our offering size to €1.35 billion at sub one-percent rates. We will continue to evaluate further opportunities to refinance additional high coupon debt. This offering is one more proof point that demonstrates the continued success of our transformation journey.”
The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes are expected to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
This press release shall not constitute an offer to sell nor a solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT DXC TECHNOLOGY
DXC Technology (NYSE: DXC) 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. The world’s largest companies and public sector organizations trust DXC to deploy services across the Enterprise Technology Stack to drive new levels of performance, competitiveness, and customer experience.
Cautionary Statement Regarding 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 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 factorsthat could cause actual results to differ materially from those described in such statements, many of which are outside of our control. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified byor may, in the future, be amplified by, the coronavirus disease 2019 pandemic and the
impact of varying private and governmental responses that affect our customers, employees, vendors and the economies and communities where they operate. For a written description of thesefactors, see the section titled “Risk Factors” in DXC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, and any updating information in subsequent SEC filings,including DXC’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.
Noassurance 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 notundertake 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 bylaw.
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Contact
Richard Adamonis, Corporate Media Relations, +1-862-228-3481, radamonis@dxc.com
John Sweeney, Investor Relations, +1-980-315-3665, john.sweeney@dxc.com
Source: DXC Technology
Category: Investor Relations