PALO ALTO, Calif., June 27, 2022 (GLOBE NEWSWIRE) — HP Inc. (NYSE: HPQ) (“HP” or the “Company”) announced today 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. (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.
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 following table sets forth the Consent Payment (as defined herein), Exchange Consideration (as defined herein), Early Participation Premium (as defined herein) and Total Consideration (as defined herein) for the Poly Notes:
|4.750% Senior Notes due 2029||727493AC2 (144A) / U7260PAB7 (Reg S); US727493AC24 (144A) / USU7260PAB77 (Reg S)||03/01/2029||$500,000,000||$2.50 in cash||$970 principal amount of HP 4.750% Senior Notes due 2029*||$30 principal amount of HP 4.750% Senior Notes due 2029*||$1,000 principal amount of HP 4.750% Senior Notes due 2029* and $2.50 in cash|
|(1)||For each $1,000 principal amount of Poly Notes accepted for exchange. On the Settlement Date (as defined herein), the Consent Payment will be paid to each eligible holder that validly tendered and did not validly withdraw Poly Notes at or prior to the Early Participation Date (as defined herein), even if such person is no longer the beneficial owner of such Poly Notes on the Expiration Date (as defined herein).|
|(2)||For each $1,000 principal amount of Poly Notes accepted for exchange.|
|(*)||The HP Notes will include a put right at 101% triggered upon consummation of the Acquisition.|
|(3)||For each $1,000 principal amount of Poly Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date. On the Settlement Date, the Early Participation Premium will be paid to each eligible holder who is a beneficial owner of such Poly Notes at the Expiration Date, and who validly tendered such Poly Notes at or prior to the Early Participation Date and did not validly withdraw such Poly Notes at or prior to the Expiration Date.|
|(4)||For each $1,000 principal amount of Poly Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date. Includes the Consent Payment, $970 of Exchange Consideration and the Early Participation Premium. 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.|
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.
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 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@example.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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This document contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP and its consolidated subsidiaries may differ materially from those expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the consummation of the Acquisition; the potential impact of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation; margins, expenses, effective tax rates, net earnings, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, demand, performance, market share or competitive performance relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims, disputes or other litigation matters; any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and other business combination and investment transactions; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms.
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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