Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Company expects the offering of the 2029 Notes to close on
The 2029 Notes will be issued pursuant to an indenture (the "Indenture") among
the Company, the
The 2029 Notes and the accompanying guarantees will be senior unsecured obligations of the Company and the Guarantor, respectively and will be effectively subordinated to all existing and future secured indebtedness of the Company and the Guarantor to the extent of the value of its assets securing such indebtedness, pari passu in right of payment with each other and all existing and future unsubordinated indebtedness of the Company and Guarantor, senior in all right of payment to all existing and future indebtedness of the Company and the Guarantor that expressly provides for its subordination to the 2029 Notes or guarantees, and structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company's subsidiaries that do not guarantee the 2029 Notes to the extent of the value of such subsidiaries' assets. The Company's obligations under the 2029 Notes and the Indenture will be guaranteed, jointly and severally and fully and unconditionally, on a senior unsecured basis by the Guarantor.
On and after
Year Percentage 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
In addition, the Company will have a right to redeem up to 40% of the aggregate
amount of the 2029 Notes prior to
Upon the occurrence of a change of control, subject to certain exceptions, holders of 2029 Notes of such series may require the Company to repurchase such holder's 2029 Notes, in whole or in part, at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest to, but not including, the purchase date applicable to the 2029 Notes.
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If the Company or its restricted subsidiaries engage in certain asset sales, the Company must either prepay certain debt, invest the net cash proceeds from such sales in our business within a specified period of time or make an offer to purchase a principal amount of 2029 Notes equal to the excess net cash proceeds of such asset sale, subject to certain exceptions. The purchase price of the 2029 Notes purchased will be 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date.
The Indenture will contain various covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur or guarantee additional indebtedness, make certain investments and other restricted payments, transfer and sell assets, create liens, enter into transactions with affiliates, and engage in mergers, consolidations, or sales of assets.
The Indenture will also provide for customary events of default. If an event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2029 Notes may require the 2029 Notes to be due and payable immediately.
The foregoing description of the Indenture does not purport to be complete and
is qualified in its entirety by reference to the full text of the Indenture,
which the Company will file with the
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 4.1 Purchase Agreement, datedFebruary 25, 2021 99.1 Press release ofPlantronics, Inc. datedFebruary 25, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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