Item 8.01. Other Events.

On April 21, 2020, DXC Technology Company (the "Company") completed its previously announced offering of $500 million aggregate principal amount of its 4.000% Senior Notes due 2023 and $500 million aggregate principal amount of its 4.125% Senior Notes due 2025 (collectively, the "Notes"). The offering was made through an underwriting syndicate led by BofA Securities, Inc., Citigroup Global Markets Inc. and MUFG Securities Americas Inc., as representatives of the underwriters (the "Representatives"). Lloyds Securities Inc. and Mizuho Securities USA LLC also served as joint bookrunners for the Notes.

The Company estimates that the net proceeds of the offering of the Notes were approximately $991 million, after deducting the underwriters' discounts and the estimated expenses of the offering. The Company intends to use the net proceeds from the offering of the Notes to repay certain indebtedness under its senior credit facilities.

The Notes were offered and sold pursuant to an underwriting agreement, dated April 14, 2020 (the "Underwriting Agreement"), between the Company and the Representatives, under the Company's automatic shelf registration statement (the "Registration Statement") on Form S-3 (Registration No. 333-219941) filed with the Securities and Exchange Commission (the "SEC") on August 14, 2017. The Company has filed with the SEC a prospectus supplement, dated April 14, 2020, together with the accompanying prospectus, dated August 14, 2017, relating to the offer and sale of the Notes.

The Notes are governed by the terms of an indenture, dated as of March 27, 2017 (the "Base Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by an eighth supplemental indenture, dated as of April 21, 2020 (the "Supplemental Indenture"), between the Company and the Trustee.

The foregoing descriptions of the Underwriting Agreement and Supplemental Indenture do not constitute a complete summary of these documents and are qualified by reference in their entirety to the full text of the Underwriting Agreement and Supplemental Indenture, which are filed herewith as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated herein by reference.



Item 9.01. Exhibits.


(d) Exhibits

 Exhibit                                     Description

   1.1             Underwriting Agreement, dated April 14, 2020, between DXC
                 Technology Company and BofA Securities, Inc., Citigroup Global
                 Markets Inc. and MUFG Securities Americas Inc., as representatives
                 of the underwriters named therein.

   4.1             Eighth Supplemental Indenture, dated April 21, 2020, between DXC
                 Technology Company and U.S. Bank National Association, as trustee.


   4.2             Form of DXC Technology Company's 4.000% Senior Notes due 2023
                 (included in Exhibit 4.1).

   4.3             Form of DXC Technology Company's 4.125% Senior Notes due 2025
                 (included in Exhibit 4.1).

   5.1             Opinion of Latham & Watkins LLP.

   5.2             Opinion of Woodburn and Wedge.

   23.1            Consent of Latham & Watkins LLP (included in Exhibit 5.1).

   23.2            Consent of Woodburn and Wedge (included in Exhibit 5.2).

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