HP Announces Commencement of Exchange Offer and Consent Solicitation for Plantronics Notes

HP Inc. announced that it commenced a private exchange offer to certain eligible holders (the “Exchange Offer”) for any and all outstanding notes (the “Poly Notes”) issued by Plantronics, Inc. (“Poly”) for up to $500,000,000 aggregate principal amount of new notes to be issued by the Company (the “HP Notes”) and cash.

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As previously announced, on March 25, 2022, the Company entered into a definitive agreement (“Merger Agreement”) to acquire Poly in an all-cash transaction for $40 per share, implying a total enterprise value of $3.3 billion, inclusive of Poly’s net debt (the “Acquisition”). Pursuant to the Merger Agreement, a subsidiary of HP will merge with and into Poly, with Poly surviving the Acquisition as a wholly owned subsidiary of HP. The Exchange Offer and Consent Solicitation (as defined herein) are being conducted in connection with, and are conditioned upon, the completion of the Acquisition.

In conjunction with the Exchange Offer, HP is concurrently soliciting consents (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”) to, among other things, eliminate from the Poly Indenture (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the restrictions on Poly consolidating with or merging into another person or conveying, transferring or leasing all or any of its properties and assets to any person, (iv) the reporting covenant and (v) the obligation to offer to purchase the Poly Notes upon certain change of control transactions (including the Acquisition) (collectively, the “Proposed Amendments”). 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 obtained, any remaining Poly Notes not tendered and exchanged for HP Notes will be governed by the amended indenture. The Exchange Offer and the Consent Solicitation are subject to the same conditions, and any waiver of a condition by HP with respect to the Exchange Offer will automatically waive such condition with respect to the Consent Solicitation, as applicable.

Upon consummation, the Acquisition will constitute a change of control under the Poly Indenture. Accordingly, pursuant to the existing terms of the Poly Indenture, HP would be obligated to make an offer to purchase the Poly Notes then outstanding at a purchase price equal to 101% of the principal amount of the Poly Notes thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of repurchase, in connection with the consummation of the Acquisition (the “Poly Post-Acquisition Change of Control Offer”). However, if the Proposed Amendments are adopted, HP will no longer be obligated to make a Poly Post-Acquisition Change of Control Offer. The terms of the HP Notes will require HP to make an offer to purchase the HP Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the date of repurchase in connection with the consummation of the Acquisition.

The Exchange Offer and Consent Solicitation is being made pursuant to the terms and subject to the conditions set forth in the confidential exchange memorandum and consent solicitation statement dated June 27, 2022 (the “Offering Memorandum and Consent Solicitation Statement”), and is conditioned upon, among other things, the closing of the Acquisition. The Exchange Offer will expire at 11:59 p.m., New York City time, on July 25, 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 time, on July 11, 2022, unless extended or terminated (such date and time, as the same may be 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 11, 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 table above (the “Total Consideration”), which includes a consent payment of $2.50 in cash (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. 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 Poly 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.

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No accrued and unpaid interest is payable upon acceptance of any Poly Notes in the Exchange Offer and Consent Solicitation. The interest rate, interest payment dates, maturity and redemption terms of the HP Notes to be issued by HP in the Exchange Offer will be the same as those of the Poly Notes to be exchanged. The first interest payment on the HP Notes will include the accrued and unpaid interest from the date of the last interest payment made under the Poly Indenture on the Poly Notes tendered in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its Poly Notes not been tendered in the Exchange Offer and Consent Solicitation; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of Poly Notes equal to the aggregate principal amount of HP Notes an eligible holder receives, which may be less than the principal amount of corresponding Poly Notes tendered for exchange if such holder tenders (and does not subsequently withdraw) its Poly Notes after the Early Participation Date. For the avoidance of doubt, to the extent the interest payment date for the Poly Notes occurs prior to the Settlement Date, holders who validly tendered and did not validly withdraw Poly Notes in the Exchange Offer and Consent Solicitation will receive accrued and unpaid interest on such interest payment date as required by the terms of the Poly Indenture.

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 t******************* 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 hp@dfking.com. 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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