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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
July 25, 2022

poly-20220725_g1.jpg
Plantronics, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware1-1269677-0207692
(State or Other Jurisdiction of Incorporation) (Commission file number)(I.R.S. Employer Identification No.)

345 Encinal Street
Santa Cruz, California 95060
(Address of Principal Executive Offices including Zip Code)

(831) 426-5858
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUEPOLYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01. Entry into a Material Definitive Agreement

On June 27, 2022, HP Inc. (“HP”) announced that it commenced (i) an offer to exchange (the “Exchange Offer”) any and all outstanding notes (the “Poly Notes”) issued by Plantronics, Inc. (“Poly” or the “Company”) for up to $500,000,000 aggregate principal amount of new notes to be issued by HP and cash and (ii) the related solicitation of consents (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) to adopt the Amendments (as defined below) to the indenture (the “Poly Indenture”) governing the Poly Notes. The Exchange Offer and Consent Solicitation was commenced in connection with the pending acquisition of Poly by HP (the “Acquisition”), which is expected to be completed by the end of the calendar year 2022, subject to customary closing conditions, including regulatory approvals.

On July 19, 2022, HP announced that the requisite number of consents have been received to adopt the Amendments with respect to all outstanding Poly Notes, which results are based on early tenders in the Exchange Offer and Consent Solicitation. Following the receipt of the requisite consents, on July 25, 2022, Poly entered into a supplemental indenture (the “Supplemental Indenture”) to the Poly Indenture implementing the Amendments.

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 June 27, 2022 and as amended from time to time) and no earlier than the closing date of the Acquisition.

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 Ukraine and related sanctions against Russia and Belarus) or competition, or changes in such conditions, negatively affecting the Company’s business, operations and financial performance; the failure to realize anticipated benefits of the Acquisition when expected or at all; and other risks and uncertainties detailed in the periodic reports that the Company files with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2022, which may be obtained on the investor relations section of the Company’s website (https://investor.poly.com). All forward-looking statements in this communication are based on information available to the Company as of the date of this communication, and the Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits    



Exhibit NumberDescription
4.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
    
Date:July 27, 2022PLANTRONICS, INC.
   
 By:/s/ Lisa Bodensteiner
 Name:Lisa Bodensteiner
 Title:Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary
Execution Version
FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of July 25, 2022 (this “First Supplemental Indenture”), to the Indenture (defined below) by and between Plantronics, Inc., a Delaware corporation (the “Company”), Polycom, Inc., a Delaware corporation (the “Guarantor”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national association under the laws of the United States, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Company and the Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of March 4, 2021 (the “Indenture”), under which the Company has issued the 4.750% Senior Notes due 2029 (the “Notes”);

WHEREAS, on March 25, 2022, the Company entered into a definitive agreement (the “Merger Agreement”) with HP Inc., a Delaware corporation (“HP”), pursuant to which a subsidiary of HP will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of HP (the “Merger”).
WHEREAS, in connection with the Merger, HP has offered to exchange (the “Exchange Offer”) any and all outstanding Notes for up to $500,000,000 aggregate principal amount of new notes to be issued by HP and cash, upon the terms and subject to the conditions set forth in the confidential exchange memorandum and consent solicitation statement dated June 27, 2022 (as amended and supplemented from time to time, the “Offering Memorandum and Consent Solicitation Statement”);

WHEREAS, in connection with the Merger and on behalf of the Company, HP has also solicited consents (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) from the Holders of the Notes to certain proposed amendments (the “Proposed Amendments”) to the Indenture as described in the Offering Memorandum and Consent Solicitation Statement and set forth in Article II of this First Supplemental Indenture, with the operation of such Proposed Amendments being subject to the satisfaction or waiver, where permissible, by HP of the conditions to the Exchange Offer and Consent Solicitation and the acceptance for purchase by the Company of the Notes validly tendered and not withdrawn pursuant to the Exchange Offer and Consent Solicitation;

WHEREAS, Section 9.02 of the Indenture provides, among other things, that, subject to certain exceptions noted therein, the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes;

WHEREAS, the Company has received and caused to be delivered to the Trustee evidence of the consents from Holders of at least a majority of the outstanding aggregate principal amount of Notes to effect the Proposed Amendments under the Indenture (the “Requisite Consent Condition”);




WHEREAS, the Company is undertaking to execute and deliver this First Supplemental Indenture to delete or amend, as applicable, certain provisions and covenants in the Indenture in connection with the Exchange Offer and Consent Solicitation;

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture; and

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly authorized by the Company and the Guarantor, and all other acts and requirements necessary to make this First Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein (including satisfaction of the Requisite Consent Condition) have been duly taken.

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders, as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01    Capitalized Terms.
Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Indenture, as applicable.

ARTICLE TWO

AMENDMENTS TO THE INDENTURE

Section 2.01    Proposed Amendments to the Indenture.

(a)    The Indenture shall hereby be amended by deleting the following Sections or Clauses of the Indenture and all references and definitions related solely thereto in their entirety, except to the extent otherwise provided below, and these Sections and Clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text:

Section 4.02 (Reports)

Section 4.05 (Limitation on Restricted Payments)

Section 4.07 (Limitation on Incurrence of Indebtedness)

Section 4.08 (Limitation on Transactions with Affiliates)

Section 4.09 (Limitation on Liens)

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Section 4.11 (Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries)

Section 4.13 (Change of Control)

Section 4.14 (Limitation on Asset Sales)

Section 4.15 (Future Subsidiary Guarantors)

Section 4.18 (Limitation on Creation of Unrestricted Subsidiaries)

Section 4.19 (Further Assurances)

Section 5.01 (Merger, Consolidation and Sales of Assets)

Section 6.01(a)(iii), (iv), (v), (vi), (vii) and (viii) (Events of Default)

(b)    The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) above shall no longer constitute a default or Event of Default under the Indenture and shall no longer have any consequence under the Indenture.

ARTICLE THREE

MISCELLANEOUS

Section 3.01    References.

References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this First Supplemental Indenture unless otherwise specified.

Section 3.02    Ratification of Indenture.

The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. To the extent not expressly amended or modified by this First Supplemental Indenture, the Indenture shall remain in full force and effect.

Section 3.03    Governing Law.

THIS FIRST SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE, THIS FIRST SUPPLEMENTAL INDENTURE, OR THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of its obligations
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under the Indenture, this First Supplemental Indenture, or the Notes, and agrees not to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but the Company shall not be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New York). The Company agrees that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.

Section 3.04    Severability.

In case any provision in this First Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.05    Successors.

All agreements of the Company and the Guarantor in the Indenture, this First Supplemental Indenture, and the Notes shall bind their successors. All agreements of the Trustee in the Indenture and this First Supplemental Indenture shall bind its successors.

Section 3.06    Effectiveness and Operative Date.

This First Supplemental Indenture shall become effective and binding upon execution by all parties hereto. Notwithstanding the foregoing sentence, the Proposed Amendments to the Indenture set forth in Section 2.01 hereof shall become operative only upon the consummation and settlement of the Exchange Offer and Consent Solicitation in accordance with the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement (such date, the “Operative Date”), including the condition that the Merger shall have been consummated. The Company shall promptly provide the Trustee with written notice (which can be by email) of the occurrence of the Operative Date or, in the alternative, the termination of the First Supplemental Indenture in the event the Exchange Offer and Consent Solicitation is terminated or withdrawn after the date hereof.

Section 3.07    Endorsement and Change of Form of Notes.

Any Notes authenticated and delivered after the close of business on the date that this First Supplemental Indenture becomes effective may be affixed to, stamped, imprinted, or otherwise legended by the Trustee, with a notation as follows:

“The First Supplemental Indenture, under which certain restrictive covenants in the Indenture are (or will be) eliminated and certain other provisions are (or will be) eliminated or modified as set forth therein, is effective as of July 25, 2022. Reference is hereby made to said First Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”




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Section 3.08    Counterparts.

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This First Supplemental Indenture may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this First Supplemental Indenture by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this First Supplemental Indenture hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. The Company and Guarantor each agrees to assume all risks arising out of the use of using Electronic Signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties, other than risks relating to or arising from the gross negligence or willful misconduct of the Trustee.

Section 3.09    Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES, OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 3.10    Trustee.

The Trustee assumes no duties, responsibilities or liabilities under this First Supplemental Indenture other than as set forth in the Indenture. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

[Signature pages follow]



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IN WITNESS WHEREOF, the parties to this First Supplemental Indenture have caused it to be duly executed as of the day and year first above written.
PLANTRONICS, INC.


By: /s/ Charles D. Boynton
Name: Charles D. Boynton
Title: Executive Vice President, Chief Financial
Officer

GUARANTOR:

POLYCOM, INC.


By: /s/ Charles D. Boynton
Name: Charles D. Boynton
Title: Chief Financial Officer, Treasurer and
Director


[Signature Page to First Supplemental Indenture]


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION


By /s/ David Jason
Name: David Jason
Title: Vice President

[Signature Page to First Supplemental Indenture]