HP Announces Expiration and Final Results of Exchange Offer for Plantronics Notes
HP Inc. (NYSE: HPQ) has announced the expiration of its Exchange Offer for Plantronics, Inc. (Poly) notes, which ended on August 31, 2022. Eligible holders of Poly Notes tendered $491.1 million for new HP Notes, with a settlement date set for September 1, 2022. Each $1,000 of Poly Notes tendered will be exchanged for an equal amount of HP Notes, plus a cash consent payment for early participants. The offer was part of HP's strategy following its acquisition of Poly, completed on August 29, 2022, and was conditioned on that acquisition.
- Successfully completed the Exchange Offer for Poly Notes, with $491.1 million tendered.
- Acquisition of Poly finalized on August 29, 2022, enhancing HP's portfolio.
- None.
PALO ALTO, Calif., Aug. 31, 2022 (GLOBE NEWSWIRE) -- HP Inc. (NYSE: HPQ) (“HP” or the “Company”) announced today the expiration and final results of the previously announced offer to exchange (the “Exchange Offer”) any and all outstanding notes (the “Poly Notes”) of Plantronics, Inc. (“Poly”) for up to
For each
As previously announced, at 5:00 p.m., New York City time, on July 18, 2022 (the “Early Participation Date”), the 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 upon the settlement of the Exchange Offer on the Settlement Date (as defined below).
The Exchange Offer was 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 was conditioned upon the closing of the Company’s acquisition of Poly, which was completed on August 29, 2022.
As of the Expiration Date, holders validly tendered
The HP Notes will have the same interest rate, maturity date, redemption terms and interest payment dates as the Poly Notes. Holders of the Poly Notes will receive any accrued and unpaid interest on September 1, 2022 as required by the terms of the Poly Indenture.
Documents relating to the Exchange Offer were only distributed to eligible holders of Poly Notes who completed and returned 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).
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 was 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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FAQ
What was the outcome of HPQ's Exchange Offer for Poly Notes?
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