HP/Plantronics exchange offer limited in Canada to certain provinces

Chicago, June 28 – HP Inc.’s exchange offer for any and all of the $500 million outstanding 4¾% senior notes due March 1, 2029 (Cusips: 727493AC2, U7260PAB7) issued by Plantronics Inc. is more limited in Canada, according to details from a market source on Tuesday.

The exchange offer is only open to persons that are located or resident in the provinces of Alberta, British Columbia, Ontario and Quebec.

Eligible Canadian persons will need to complete a Canadian eligibility certificate if they plan on tendering their notes.

Persons located in or residents or other provinces may not participate.

As previously reported on Monday, for each $1,000 Poly note, HP is offering $1,000 principal amount of notes issued by HP with a 4¾% coupon and a 2029 maturity date and $2.50 in cash as a consent payment. The consideration includes $30 of new notes that will not be paid to holders who tender their notes after the early participation deadline.

No interest will be paid in the exchange offer.

The interest rate, interest payment dates, maturity and redemption date are the same in the new HP notes and the old Poly notes. The first interest payment on the HP notes will include the accrued interest from the old Poly notes.

The exchange offer is in connection with a previous announcement that HP will be acquiring Poly in an all-cash transaction for $40 per share for an implied total enterprise value of $3.3 billion, inclusive of Poly’s net debt.

HP is also concurrently soliciting consents to adopt some proposed amendments to the indenture governing the existing Poly notes to eliminate: substantially all of the restrictive covenants; some of the events which may lead to an event of default; 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; the reporting covenant; and the change-of-control put.

The amendments require consent from holders of a majority of the notes.

If the consent solicitation is unsuccessful, HP will need to offer to acquire the old notes at 101 when the acquisition closes. However, the new HP notes will include a put right at 101 triggered upon consummation of the acquisition.

The offer is conditioned on the successful closing of the acquisition.

The early participation deadline is 5 p.m. ET on July 11, also the revocation deadline unless the supplemental indenture has been executed earlier than that time.

The consent solicitation will expire at the early participation deadline.

The exchange offer expires at 11:59 p.m. ET on July 25.

Settlement will occur promptly after the expiration date and is expected to occur no earlier than the closing of the acquisition, expected by the end of the year 2022.

D.F. King & Co., Inc. is the exchange agent and information agent for the offer (888 605-1956, 212 269-5550, hp@dfking.com, www.dfking.com/hp).

Dealer managers for the exchange offer and the solicitation agents for the consent solicitation are Goldman Sachs & Co. LLC (212 357-1452, 800 828-3182) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4756, liabilitymanagement@wellsfargo.com).

Plantronics is a Santa Cruz, Calif.-based electronics company. HP is a Palo Alto technology company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.