HP Announces Extension of the Expiration Date for Exchange Offer for Plantronics Notes
PALO ALTO, Calif., Aug. 01, 2022 (GLOBE NEWSWIRE) -- HP Inc. (NYSE: HPQ) (“HP” or the “Company”) announced today that it has extended the expiration date of the previously announced offer to exchange (the “Exchange Offer”) any and all outstanding notes (the “Poly Notes”) of 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”). HP hereby extends such expiration date from 11:59 p.m., New York City time, on August 1, 2022, to 5:00 p.m., New York City time, on August 15, 2022 (as the same may be further extended, the “Expiration Date”).
At 5:00 p.m., New York City time, on July 18, 2022 (the “Early Participation Date”), the previously announced solicitation of consents to adopt certain proposed amendments (the “Amendments”) to the indenture governing the Poly Notes (the “Poly Indenture”) expired. The requisite consents were received to adopt the Amendments with respect to all outstanding Poly Notes at the Early Participation Date, and Poly executed the supplemental indenture to the Poly Indenture with respect to the Amendments on July 25, 2022. The Amendments will become operative only upon the settlement of the Exchange Offer.
The Exchange Offer is being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated June 27, 2022 (as amended from time to time prior to the date hereof, the “Offering Memorandum and Consent Solicitation Statement”), and is conditioned upon the closing of the Company’s acquisition of Poly (the “Acquisition”), which condition may not be waived by HP, and certain other conditions that may be waived by HP.
The settlement date for the Exchange Offer will be promptly after the Expiration Date and is expected to occur no earlier than the closing date 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.
Except as described in this press release, all other terms of the Exchange Offer remain unchanged.
As of 5:00 p.m., New York City time, on August 1, 2022, holders validly tendered $490,556,000 in aggregate principal amount of Poly Notes pursuant to the Exchange Offer. Tenders of Poly Notes made pursuant to the Exchange Offer may be validly withdrawn at or prior to the Expiration Date.
Documents relating to the Exchange Offer 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 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, 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 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 b 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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