HP Announces Amendment and Extension of Exchange Offer and Consent Solicitation for Plantronics Notes
PALO ALTO, Calif., July 12, 2022 (GLOBE NEWSWIRE) -- HP Inc. (NYSE: HPQ) (“HP” or the “Company”) announced today the amendment and extension of (i) its previously announced private exchange offer to certain eligible holders (the “Exchange Offer”) for any and all outstanding notes (the “Poly Notes”) issued by Plantronics, Inc. (NYSE: POLY) (“Poly”) for up to $500,000,000 aggregate principal amount of new notes to be issued by the Company (the “HP Notes”) and cash, and (ii) the concurrent consent solicitation (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Poly Notes (the “Poly Indenture” and such proposed amendments, the “Proposed Amendments”). HP has (i) extended the Early Participation Date and the Consent Revocation Deadline (each as defined herein) from 5:00 p.m., New York City time, on July 11, 2022 to 5:00 p.m., New York City time, on July 14, 2022 and the Expiration Date (as defined herein) from 11:59 p.m., New York City time, on July 25, 2022 to 11:59 p.m., New York City time, on July 28, 2022 and (ii) increased the consent payment payable to holders of the Poly Notes who validly deliver consents to the Proposed Amendments on or prior to the Early Participation Date (the “Consent Payment”), such that the aggregate Consent Payment will be $8,000,000, to be shared by all such consenting holders. Specifically, the Consent Payment will be an amount, per $1,000 principal amount of Poly Notes for which holders have validly delivered (and not validly withdrawn) consents prior to the Early Participation Date, equal to the product of $16.00 multiplied by a fraction, the numerator of which is the aggregate principal amount of Poly Notes outstanding as of the Early Participation Date and the denominator of which is the aggregate principal amount of Poly Notes for which holders have validly delivered (and not validly withdrawn) consents prior to the Early Participation Date. As a result, the Consent Payment for the Poly Notes will range from $16.00 per $1,000 (if all holders consent) to approximately $32.00 per $1,000 (if holders of a simple majority of the aggregate principal amount of the Poly Notes consent). HP will not make any further amendments to the aggregate Consent Payment.
Holders of the Poly Notes are referred to the exchange memorandum and consent solicitation statement dated June 27, 2022 (as amended hereby, and which may be further amended or supplemented from time to time, the “Offering Memorandum and Consent Solicitation Statement”) for the detailed terms and conditions of the Consent Solicitation, all of which remain unchanged except as set forth in this release. As previously announced, the Exchange Offer and Consent Solicitation is being conducted in connection with, and is conditioned upon, the completion of HP’s acquisition of Poly (the “Acquisition”). The Proposed Amendments require the consent of the holders of not less than a majority in principal amount of the Poly Notes outstanding (the “Requisite Consent”). If the Requisite Consent is not obtained by the Early Participation Date, HP will terminate the Exchange Offer and Consent Solicitation.
The Exchange Offer will expire at 11:59 p.m., New York City time, on July 28, 2022, unless extended or terminated by HP (such date and time, as may be extended, the “Expiration Date”). Eligible holders of Poly Notes who validly tender and not have validly withdrawn their Poly Notes at or prior to 5:00 p.m., New York City time, on July 14, 2022, unless extended or terminated (such date and time, as the same may be further extended, the “Early Participation Date”), will be eligible to receive the Early Participation Premium (as defined herein). A consent may not be revoked after the earlier of (i) 5:00 p.m., New York City time, on July 14, 2022, unless extended or terminated, and (ii) the date the supplemental indenture to the Poly Indenture implementing the Proposed Amendments is executed (the earlier of (i) and (ii), the “Consent Revocation Deadline”). The Consent Solicitation will expire at the Early Participation Date. The settlement date (the “Settlement Date”) for the Exchange Offer will be promptly after the Expiration Date and is expected to occur no earlier than the closing of the Acquisition, which is expected to be completed by the end of the calendar year 2022, subject to customary closing conditions, including regulatory approvals. For each $1,000 principal amount of Poly Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date, eligible holders of Poly Notes will be eligible to receive the total consideration set out in the Offering Memorandum and Consent Solicitation Statement as modified by this release (the “Total Consideration”), which will include the Consent Payment and an early participation premium, payable in principal amount of HP Notes, of $30 (the “Early Participation Premium”). To be eligible to receive the Total Consideration, eligible holders must have validly tendered and not withdrawn their Poly Notes at or prior to the Early Participation Date and beneficially own such Poly Notes at the Expiration Date. If an eligible holder has already validly tendered and not withdrawn its Poly Notes pursuant to the previously announced Exchange Offer and Consent Solicitation, such holder is not required to take any further action with respect to such Poly Notes in order to receive the Consent Payment. For the avoidance of doubt, unless the Exchange Offer is amended, in no event will any holder of Poly Notes receive more than $1,000 aggregate principal amount of HP Notes for each $1,000 aggregate principal amount of oly Notes accepted for exchange.
For each $1,000 principal amount of Poly Notes validly tendered and not validly withdrawn after the Early Participation Date and prior to the Expiration Date, eligible holders of Poly Notes will be eligible to receive $970 principal amount of HP Notes (the “Exchange Consideration”). To be eligible to receive the Exchange Consideration, eligible holders must validly tender (and not validly withdraw) their Poly Notes at or prior to the Expiration Date. If an eligible holder validly tenders and has not withdrawn their Poly Notes at or prior to the Early Participation Date and beneficially owns such Poly Notes at the Expiration Date, the eligible holder will instead receive the Total Consideration. An eligible holder that validly tenders Poly Notes and delivers (and does not validly revoke) a consent prior to the Early Participation Date, but withdraws such Poly Notes after the Early Participation Date but prior to the Expiration Date, will receive the Consent Payment, even if such eligible holder is no longer the beneficial owner of such Poly Notes on the Expiration Date.
Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to eligible holders of Poly Notes who complete and return an eligibility certificate confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” and outside the United States under Regulation S for purposes of applicable securities laws, and a non U.S. qualified offeree (as defined in the Offering Memorandum and Consent Solicitation Statement). The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, at (888) 605-1956 (toll-free) or (212) 269-5550 (banks and brokers), or by email at [email protected]. The eligibility certificate is available electronically at: www.dfking.com/hp and is also available by contacting D.F. King & Co., Inc.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer and Consent Solicitation is being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as are permitted under applicable law.
The HP Notes offered in the Exchange Offer have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the HP Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.
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Risks, uncertainties and assumptions include factors relating to the consummation of the Acquisition and HP’s ability to meet expectations regarding the accounting and tax treatments of the Acquisition; the effects of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation, the effects of which may give rise to or amplify the risks associated with many of these factors listed here; the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; HP’s ability to execute on its strategic plan, including the previously announced initiatives, business model changes and transformation; execution of planned structural cost reductions and productivity initiatives; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution, reseller and customer landscape; the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products or our uneven sales cycle; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends, changes and events, including the Russian invasion of Ukraine and its regional and global ramifications and the effects of inflation; risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and partners, including logistical challenges with respect to such execution and performance; changes in estimates and assumptions HP makes in connection with the preparation of its financial statements; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events; the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws; potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and other risks that are described (i) in “Risk Factors” in the Offering Memorandum and Consent Solicitation Statement and (ii) in our filings with the SEC, including but not limited to the risks described under the caption “Risk Factors” contained in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended October 31, 2021, as well as in Item 1A of Part II of our Quarterly Reports on Form 10-Q for the fiscal quarter ended January 31, 2022 and the fiscal quarter ended April 30, 2022. HP does not assume any obligation or intend to update these forward-looking statements.
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