PLANTRONICS, INC. Item 1.01. Entry into a Material Definitive Agreement
On
On
The proposed amendments (the "Amendments") contained in the Supplemental
Indenture will amend 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). The Amendments will only become operative upon the settlement
of the Exchange Offer, which is expected to occur promptly after the Expiration
Date (as defined in the exchange offer memorandum and consent solicitation
statement, dated
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders
The information set forth above under Item 1.01 with respect to the Supplemental Indenture is hereby incorporated by reference into this Item 3.03.
Forward-Looking Statements:
This communication contains forward-looking statements that involve risks and
uncertainties, including statements regarding: the Acquisition, including the
expected timing of the closing of the Acquisition; the anticipated benefits of
the Acquisition and other considerations taken into account by the Board of
Directors of the Company in approving the Acquisition; and expectations for the
Company prior to and following the closing of the Acquisition. If any of these
risks or uncertainties materialize, or if any HP's or Poly's assumptions prove
incorrect, the Company's actual results could differ materially from the results
expressed or implied by these forward-looking statements. Additional risks and
uncertainties include those associated with: the possibility that the conditions
to the closing of the Acquisition are not satisfied on a timely basis or at all,
including the risk that required regulatory approvals to consummate the
Acquisition are not obtained; potential litigation relating to the Acquisition;
uncertainties as to the timing of the consummation of the Acquisition; the
ability of each party to consummate the Acquisition; the occurrence of any
event, change or other circumstances that could give rise to the right to
terminate the Acquisition; possible disruption related to the Acquisition to the
Company's current plans and operations, including through the loss of employees,
customers and business partners; economic, market, business or geopolitical
conditions (including resulting from the COVID-19 pandemic, supply chain
disruptions, or the military conflict in
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
--------------------------------------------------------------------------------
Exhibit Number Description
4.1 First Supplemental Indenture, dated as of July 25, 2022 , to the
Indenture, dated March 4, 2021 , by and among Plantronics, Inc. , the
Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National
Association (as successor in interest to U.S. Bank National Association ),
as trustee.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source
