HP Inc. announced that it commenced a private exchange offer to certain eligible holders (for any and all outstanding notes (the “Poly Notes”) issued by Plantronics Inc. for up to $500,000,000 aggregate principal amount of new notes to be issued by the Company and cash. 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 substantially all of the restrictive covenants, certain of the events which may lead to an “Event of Default”, 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, the reporting covenant and the obligation to offer to purchase the Poly Notes upon certain change of control transactions. The Proposed Amendments require the consent of the holders of not less than a majority in principal amount of the Poly Notes outstanding.

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. The Exchange Offer and Consent Solicitation is being made pursuant to the terms and subject to the conditions in the confidential exchange memorandum and consent solicitation statement dated June 27, 2022, and is conditioned upon, among other things, the closing of the Acquisition.

The Exchange Offer will expire on July 25, 2022, unless extended or terminated by HP. Eligible holders of Poly Notes who validly tender and not have validly withdrawn their Poly Notes at or prior to July 11, 2022, unless extended or terminated (such date and time, as the same may be extended, the “Early Participation Date”),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. A consent may not be revoked after the earlier of July 11, 2022, unless extended or terminated, and the date the supplemental indenture to the Poly Indenture implementing the Proposed Amendments is executed.

The Consent Solicitation will expire at the Early Participation 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, which includes a consent payment of $2.50 in cash and an early participation premium, payable in principal amount of HP Notes, of $30.

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.

To be eligible to receive the Exchange Consideration, eligible holders must validly tender 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 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.