News

New York, December 11, 2018 – Siris Capital Group, LLC (“Siris”), a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies, today announced that Joe Cozzolino has joined Siris as an executive partner. Mr. Cozzolino was most recently Senior Vice President and Worldwide General Manager at Cisco Services. In his new role at Siris, Mr. Cozzolino will work closely with the firm’s investment professionals and other executive partners to identify and validate potential investment opportunities for Siris as well as assist in the oversight and operations of Siris’ portfolio companies.

With more than 30 years of experience in the technology and telecommunications industry, Mr. Cozzolino brings a wealth of knowledge and expertise in enterprise and consumer services, with deep experience working with voice, video and data service providers. In his most recent role at Cisco, Mr. Cozzolino was responsible for growing Cisco’s $12.7 billion global services business. During his tenure there, Mr. Cozzolino and his team successfully led efforts for a variety of the company’s initiatives including restructuring its Managed Services P&L, the divestiture of its video CPE business and the restructuring of its Mobility business.

Frank Baker, Co-Founder of Siris Capital, commented, “Joe is a highly respected industry leader with an extensive background in transforming businesses to generate growth and unlock value. With over three decades of experience in the enterprise and consumer space, Joe will be a strong addition to our existing team of executive partners, and we are confident that our team and our portfolio companies will benefit from his deep expertise and proven track record.”

Prior to joining Cisco, Mr. Cozzolino was Senior Vice President and General Manager, Network Infrastructure, for Motorola Mobility, where he led a successful turnaround effort to right-size the $800 million business. Mr. Cozzolino also served as Senior Vice President and General Manager of Motorola’s Europe, Middle East, Africa and Asia Pacific operations, where, under his leadership, Mr. Cozzolino and his team grew the segments integration and managed services businesses 15% year-over-year. Prior to that, he was Vice President, Sales, for Wireline Telecom Business and Comcast.

Mr. Cozzolino holds a Bachelor of Science in Electrical Engineering from the University of Massachusetts Dartmouth and an MBA from Anna Maria College. Joe is Treasurer of UMass Dartmouth’s Foundation Board. The organization provides financial assistance to support educational programs including research, awards and seminars, and to offer need- or merit-based scholarships to students at the University of Massachusetts Dartmouth.

Mr. Cozzolino joins 10 experienced operating executives on the Siris executive partner team. While not employees of Siris, executive partners provide invaluable sourcing and due diligence assistance to investment opportunities and help direct operational involvement post investment.

About Siris Capital Group

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or executive partners, who work with Siris on a consulting basis to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.
Media Contact:

Dana Gorman
Abernathy MacGregor
(212) 371-5999

• Travelport shareholders to receive $15.75 per share in cash
• Travelport to continue driving technological innovation and serving the evolving global travel marketplace under private ownership
• Reaffirms 2018 financial guidance ranges and provides 2019 Adjusted EBITDA and Adjusted Net Income guidance
• Acquisition expected to close in Q2 2019

LANGLEY, U.K., December 10, 2018 — Travelport Worldwide Limited (“Travelport”) (NYSE: TVPT), a leading travel technology company, today announced that it has entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”) and Evergreen Coast Capital Corp. (“Evergreen”) in an all-cash transaction valued at approximately $4.4 billion. Evergreen is the private equity affiliate of Elliott Management Corporation (“Elliott”).

Under the terms of the agreement, Siris and Evergreen will acquire all the outstanding common shares of Travelport for $15.75 per share in cash. The Board of Directors of Travelport unanimously approved the agreement and recommended that shareholders vote in favor of the transaction. Elliott and its affiliates have agreed to vote the common shares owned by them in favor of the transaction.

Doug Steenland, Chairman of the Board of Directors of Travelport, said: “This is a good outcome for Travelport’s shareholders. Assisted by external advisers, the Board concluded unanimously, after taking into account the ongoing development needs of the business, that entering into this agreement represents the best way to maximize value for shareholders. It also enables the company to continue its work to position itself for growth in the evolving global travel industry.”

Gordon Wilson, President and CEO of Travelport, commented: “Travelport welcomes this proposed transaction with Siris and Evergreen, who are specialist technology platform investors. Throughout the process, Siris and Evergreen have demonstrated their deep technology expertise together with a strong commitment to the success of our customers, employees and partners. We will continue to develop and invest in our platform to serve the changing needs of our customers in the travel industry. It is very much business as usual at Travelport and we look forward to this new era in the company’s development.”

Commenting on the transaction, John Swainson, an Executive Partner of Siris, said: “We have been impressed with Travelport’s industry leadership, global scale and reach, local expertise, world-class management team and commitment to delivering best-in-class solutions for global travel suppliers and agencies. Siris looks forward to building on this legacy and supporting Travelport as it invests in its platform and embarks on a new phase of innovation and industry leadership.”

Frank Baker, Co-Founder of Siris Capital, added: “Travelport has an impressive track record of developing and bringing to market best-in-class distribution capabilities, technology services, innovative payment solutions and other value-add digital tools for the global travel industry. We have been impressed by the company’s industry-leading GDS technology platform, which supports mission-critical transactions for both travel providers and agents. At the same time, Travelport is redefining the travel payments industry through eNett, a disruptive and fast-growing leader in secure, virtual travel payments. Siris looks forward to partnering with the company’s management team and Evergreen in this next phase of Travelport’s evolution and growth as a private company.”

Jesse Cohn, Partner at Elliott, commented: “Under Gordon’s leadership, Travelport has built a leading travel technology platform and a leading B2B payments offering in eNett. We look forward to investing in the Travelport team and working with them and Siris to build upon and advance Travelport’s strong track record of technology innovation in serving global travel suppliers and agencies.”

Travelport may actively solicit alternative acquisition proposals from third parties during a “go-shop” period from the date of the agreement through January 23, 2019. Travelport will have the right to terminate the agreement to enter into a superior proposal subject to the terms and conditions of the agreement. There is no assurance that this process will result in a superior proposal. Travelport does not intend to disclose developments with respect to the solicitation process unless and until the company determines such disclosure is appropriate.

The proposed transaction is currently expected to close in the second quarter of 2019 and is subject to customary closing conditions, including approval by Travelport shareholders and receipt of required regulatory approvals. The transaction is not subject to any financing condition.

Upon the completion of the transaction, Travelport will become a privately held company and Travelport common shares will no longer be listed on any public market. Travelport’s headquarters will remain in Langley, U.K.

Financial Guidance

In connection with the announcement of the transaction, Travelport is providing the following update to its financial guidance.

The following forward-looking statements, as well as those made elsewhere within this press release, reflect expectations as of December 10, 2018. The company assumes no obligation to update these statements. Results may be materially different and are affected by many factors detailed in this release and in Travelport’s quarterly and annual Securities and Exchange Commission (“SEC”) filings and/or furnishings, which are available on the SEC’s website at www.sec.gov.

The company is reaffirming its financial guidance ranges for full year 2018 and, as stated in its press release of November 1, 2018, the company anticipates its net revenue, Adjusted EBITDA and Free Cash Flow to be at the lower end of their respective ranges. Further, the company anticipates Adjusted Net Income and Adjusted Income per Share – diluted to be within the mid-to-higher-end of their respective ranges.

The company refers to certain non-GAAP financial measures in this press release, including Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Income (Loss) per Share – diluted and Free Cash Flow. Please refer to pages 6 to 7 of this press release for additional information.

1. Adjusted EBITDA guidance consists of Adjusted Net Income guidance excluding expected depreciation and amortization of property and equipment and expected amortization of customer loyalty payments of $240 million to $250 million, expected interest expense, net (excluding the impact of unrealized gain (loss) on interest rate derivative instruments) of approximately $110 million and expected related income taxes of approximately $55 million. Adjusted Net Income guidance excludes the expected impact of amortization of acquired intangible assets of approximately $40 million, loss on early extinguishment of debt of $28 million, expected equity-based compensation and related taxes and corporate and restructuring costs of $60 million to $70 million, income from discontinued operations of $28 million related to the release of an indemnity provision for liabilities accrued upon the sale of Gullivers Travel Associates in 2011 and an expected income tax benefit related to the adjustments above of approximately $15 million. Travelport is unable to reconcile
2. Adjusted EBITDA and Adjusted Net Income to net income (loss) determined under U.S. GAAP due to the unavailability of information required to reasonably predict certain reconciling items, such as loss on early extinguishment of debt, impairment of long-lived assets, unrealized gains or losses on foreign currency and interest rate derivative instruments, and the related tax impact of such adjustments along with other tax adjustments.
   Adjusted Income per Share – diluted guidance consists of Adjusted Net Income divided by Travelport’s expected weighted average number of dilutive common shares for 2018 of approximately 127 million.
3. Free Cash Flow guidance reflects expected net cash provided by operating activities for 2018 of $345 million to $365 million less expected cash additions to property and equipment of approximately $140 million.

The guidance above assumes spot foreign exchange rates as of December 3, 2018, together with the impact of foreign exchange rate hedges undertaken during 2017 as part of the company’s rolling hedging program.

Looking ahead to 2019, despite the company’s new business wins with regional and global corporate travel agencies, share gains in the online travel agency sector, and the continued growth of its virtual payments business, eNett, the company anticipates that its business momentum will continue to be tempered by the previously disclosed specific customer headwinds. The company is therefore taking steps to restructure and optimize the efficiency of its cost base.

In the absence of a transaction, the company currently anticipates its 2019 Adjusted EBITDA to be approximately flat compared to 2018 as it cycles through the full year impact of these specific customer headwinds while continuing to invest in order to fully realize the new growth opportunities that have been contracted. In addition, the company currently anticipates its 2019 Adjusted Net Income to be slightly down compared to 2018 due to higher interest expense.

During the pendency of the transaction announced today, the company does not intend to provide further updates to its 2018 and 2019 guidance and is suspending its 2020 financial targets. Further, pursuant to the terms of the agreement, the company will not declare any future dividends during the pendency of the transaction.

Financing & Advisors

Morgan Stanley & Co. LLC is serving as lead financial advisor to Travelport, and UBS Securities LLC is serving as joint financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Travelport.

Siris and Evergreen have secured committed debt financing for the transaction from BofA Merrill Lynch, Deutsche Bank AG, Macquarie Capital, Credit Suisse Loan Funding, LLC, and Barclays.

LionTree, Deutsche Bank Securities Inc., Macquarie Capital, and Barclays are acting as financial advisors to Siris. Wachtell, Lipton, Rosen & Katz is acting as corporate counsel to Siris and Sidley Austin LLP is acting as financing counsel to Siris in connection with the transaction.

Gibson, Dunn & Crutcher LLP is acting as legal counsel to Evergreen.

For further information regarding the terms and conditions contained in the definitive merger agreement, please see Travelport’s Current Report on Form 8-K, which will be filed in connection with this transaction.

About Travelport (www.travelport.com)

Travelport (NYSE: TVPT) is the technology company which makes the experience of buying and managing travel continually better. It operates a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. The company facilitates travel commerce by connecting the world’s leading travel providers with online and offline travel buyers in a proprietary business-to-business (B2B) travel marketplace.

Travelport has a leadership position in airline merchandising, hotel content and distribution, car rental, mobile commerce and B2B payment solutions. The company also provides critical IT services to airlines, such as shopping, ticketing, departure control and other solutions. With net revenue of over $2.4 billion in 2017, Travelport is headquartered in Langley, UK, has approximately 4,000 staff and is represented in 180 countries and territories.

About Siris Capital Group, LLC | Siris Capital

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or executive partners, who work with Siris on a consulting basis to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

About Elliott and Evergreen

Elliott Management Corporation manages two multi-strategy investment funds which combined have approximately $35 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. This investment is being led by Evergreen Coast Capital, Elliott’s Menlo Park affiliate, which focuses on technology investing.

Important Information For Investors And Shareholders

Important Information and Where to Find it

The proposed acquisition of Travelport by Siris and Evergreen will be submitted to the shareholders of Travelport for their consideration. In connection with the proposed transaction, Travelport will file with the Securities and Exchange Commission (“SEC”) a proxy statement with respect to a special meeting of Travelport’s shareholders to approve the proposed transaction. The definitive proxy statement will be mailed to Travelport’s shareholders. Travelport also plans to file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF TRAVELPORT ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRAVELPORT, SIRIS, EVERGREEN AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of the proxy statement and other documents containing important information about Travelport, Siris and Evergreen, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Travelport will be available free of charge on Travelport’s website at ir.travelport.com or by contacting Travelport’s Investor Relations Department at +44 (0)1753 288 686.

Certain Information Regarding Participants

Travelport and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Travelport in connection with the proposed transaction. Information about the directors and executive officers of Travelport is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 20, 2018, and in its proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on April 25, 2018. To the extent holdings of Travelport securities have changed since the amounts printed in the proxy statement for the 2018 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This communication does not constitute a solicitation of proxy, an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” that are not limited to historical facts, but reflect Travelport’s current beliefs, expectations or intentions regarding future events. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “should,” “will”, and “would” or other similar words. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. These forward-looking statements include, without limitation, Travelport’s expectations with respect to the costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of Travelport; Travelport’s plans, objectives, expectations and intentions with respect to future operations and services; approval of the proposed transaction by shareholders; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.

All forward-looking statements involve significant risks and uncertainties that could cause future results to differ from those expressed by the forward-looking statements, many of which are generally outside the control of Travelport and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, (i) the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive required shareholder or regulatory approvals, the taking of governmental action to block the proposed transaction, the inability to obtain required financing, or the failure of other closing conditions, and (ii) the possibility that expected financial results will not be realized, or will not be realized within the expected time period, because of, among other things, factors affecting the level of travel activity, particularly air travel volume, including security concerns, pandemics, general economic conditions, natural disasters and other disruptions; general economic and business conditions in the markets in which Travelport operates, including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the Eurozone; pricing, regulatory and other trends in the travel industry; Travelport’s ability to obtain travel provider inventory from travel providers, such as airlines, hotels, car rental companies, cruise lines and other travel providers; Travelport’s ability to develop and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue streams; maintenance and protection of Travelport’s information technology and intellectual property; the impact on travel provider capacity and inventory resulting from consolidation of the airline industry; the impact Travelport’s outstanding indebtedness may have on the way Travelport operates its business; Travelport’s ability to achieve expected cost savings from Travelport’s efforts to improve operational and technology efficiency, including through Travelport’s consolidation of multiple technology vendors and locations and the centralization of activities; Travelport’s ability to maintain existing relationships with travel agencies and to enter into new relationships on acceptable financial and other terms; and Travelport’s ability to grow adjacencies, such as payment and mobile solutions; and the impact on business conditions worldwide as a result of political decisions, including the United Kingdom’s decision to leave the European Union.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in Travelport’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 20, 2018, Travelport’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 3, 2018, Travelport’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 2, 2018, and Travelport’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 1, 2018, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in the forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere could have an adverse effect on Travelport’s business, results of operations, financial position and cash flows.

Forward-looking statements speak only as of the date the statements are made. Travelport assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If Travelport does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect thereto or with respect to other forward-looking statements. For any forward-looking statements contained in any document, Travelport claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Non-GAAP Financial Measures

Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding depreciation and amortization of property and equipment, amortization of customer loyalty payments, interest expense, net (excluding unrealized gains (losses) on interest rate derivative instruments), components of net periodic pension and post-retirement benefit costs other than service cost and related income taxes.

Adjusted Net Income (Loss) is defined as net income (loss) excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, and items that are excluded under our debt covenants, such as, income (loss) from discontinued operations, gain (loss) on sale of subsidiary, non-cash equity-based compensation, certain corporate and restructuring costs, non-cash impairment of long-lived assets, certain litigation and related costs, and other non-cash items such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivative instruments, along with any income tax related to these exclusions. Tax impacts not related to core operations have also been excluded.

Adjusted Income (Loss) per Share – Diluted is defined as Adjusted Net Income (Loss) for the period divided by the weighted average number of dilutive common shares.

Free Cash Flow is defined as net cash provided by (used in) operating activities, less cash used for additions to property and equipment.

The Company utilizes non – GAAP (or adjusted) financial measures, including Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share – diluted, to provide useful supplemental information to assist investors in understanding and assessing its performance and financial results on the same basis that management uses internally. These adjusted financial measures provide investors greater transparency with respect to the key metrics used by management to evaluate Travelport’s core operations, forecast future results, determine future capital investment allocations and understand business trends within the industry. Adjusted Net Income (Loss) per Share – diluted is also used by Travelport’s Board of Directors to determine incentive compensation for future periods. Management believes the adjusted financial measures assist investors in the comparison of financial results between periods as such measures exclude certain items that management believes are not reflective of Travelport’s core operating performance consistent with how management reviews the business.

Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Share – diluted and Adjusted EBITDA are supplemental measures of operating performance that do not represent, and should not be considered as, alternatives to net income (loss), or net income (loss) per share – diluted, as determined under U.S. GAAP. In addition, these measures may not be comparable to similarly named measures used by other companies.

The Company believes Adjusted Income (Loss) per Share – diluted is a useful measure for its investors as it represents, on a per share basis, the company’s consolidated results, taking into account depreciation and amortization on property and equipment and amortization of customer loyalty payments, as well as other items which are not allocated to the operating businesses such as interest expense (excluding unrealized gains (losses) on interest rate derivative instruments), certain components of net periodic pension and post-retirement benefit costs and related income taxes but excluding the effects of certain expenses not directly tied to the core operations of the company’s businesses. Adjusted Income (Loss) per Share – diluted has similar limitations as Adjusted Net Income (Loss) and Adjusted EBITDA and may not be comparable to similarly named measures used by other companies. In addition, Adjusted Net Income (Loss) does not include all items that affect the company’s net income (loss) and net income (loss) per share for the period. Therefore, the company believes it is important to evaluate these measures along with its consolidated statements of operations.

The Company believes its important measure of liquidity is Free Cash Flow. This measure is a useful indicator of the company’s ability to generate cash to meet its liquidity demands. Travelport uses Free Cash Flow to conduct and evaluate its operating liquidity. The Company believes it typically presents an alternate measure of cash flows since purchases of property and equipment are a necessary component of its ongoing operations and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow its platform. Travelport believes Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash. Free Cash Flow is a non – GAAP measure and may not be comparable to similarly named measures used by other companies. This measure has limitation in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent residual cash flow for discretionary expenditures. This measure should not be considered as a measure of liquidity or cash flows from operations as determined under U.S. GAAP.

These non–GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of Travelport’s results as reported under U.S. GAAP.

Contacts

Travelport:

Investors

Majid Nazir
Head of Investor Relations
Tel: +44 (0)1753 288 857
majid.nazir@travelport.com

Peter Russell
Group Treasurer
Tel: +44 (0)1753 288 248
peter.russell@travelport.com

Media

Julian Eccles
Vice President, PR and Communications
Tel: +44 (0)7720 409 374
julian.eccles@travelport.com

Anna Davies
Head of Global Communications
Tel: +44 (0)7787 501 908
anna.davies@travelport.com

Michael Flaherty
Senior Vice President, Gladstone Place Partners
Tel: +1 646 668 6852
mflaherty@gladstoneplace.com

Siris:

Dana Gorman
Managing Director, Abernathy MacGregor
Tel: +1 212 371 5999
dtg@abmac.com

Blair Hennessy
Senior Vice President, Abernathy MacGregor
Tel: +1 212 371 5999
bth@abmac.com

Elliott/Evergreen:

Stephen Spruiell
Tel: +1 212 478 2017
sspruiell@elliottmgmt.com

‍

WINDSOR, Conn., Nov. 16, 2018 /PRNewswire/ — SS&C Technologies Holdings, Inc. (Nasdaq: SSNC), a global provider of financial services software and software-enabled services, today announced it has completed the acquisition of Intralinks Holdings, Inc. Intralinks is a leading financial technology provider for the global banking, deal making and capital markets communities.

Intralinks facilitates strategic initiatives including mergers and acquisitions, capital raising and investor reporting by enabling and securing the flow of information. Intralinks also provides the leading investor communications platform for private equity and hedge fund professionals with the largest hosted community of general and limited partners for the alternative investments industry. Intralinks brings to SS&C over 800 employees globally and more than 4,000 clients including banks, alternative and blue chip corporate clients.

“We are excited about the technology and expertise that Intralink’s brings to SS&C,” said Bill Stone, Chairman and Chief Executive Officer, SS&C Technologies. “Intralinks and SS&C share many of the industry’s largest customers and together we are well-positioned to meet the needs of major banks, alternative funds and other corporations seeking to automate document-centric, collaborative workflows.”

“We are thrilled to be part of SS&C. Intralinks has strived to build a culture in which our people and their
innovations enable us to become the leading technology provider for global banking, dealmaking and capital
markets communities,” said Leif O’Leary, CEO at Intralinks. “Together, we are well-positioned to meet the needs of our combined customer base and further expand SS&C’s growing FinTech footprint.”

Under the terms of the agreement, as announced on September 6, 2018, SS&C purchased Intralinks for a total consideration of $1.5 billion. The purchase price will consist of $1 billion in cash and $500 million in SS&C stock, with the per share price of the stock based on the volume weighted average trading price for 30 trading days prior to closing. SS&C funded the acquisition with a combination of approximately 9.9 million common shares and $1.0 billion of incremental term loan debt. As previously announced, SS&C expects $15 million of run-rate costs savings, achieved by 2021. The transaction is expected to be immediately accretive to adjusted earnings per share.

About SS&C Technologies

SS&C is a global provider of investment and financial software-enabled services and software for the global
financial services industry. Founded in 1986, SS&C is headquartered in Windsor, Connecticut and has offices around the world. Some 13,000 financial services and healthcare organizations, from the world’s largest institutions to local firms, manage and account for their investments using SS&C’s products and services.

Additional information about SS&C (Nasdaq:SSNC) is available at www.ssctech.com. Follow SS&C on Twitter, LinkedIn and Facebook.

About Intralinks

Intralinks is a leading financial technology provider for the global banking, deal making and capital markets
communities. As pioneers of the virtual data room, Intralinks enables and secures the flow of information
facilitating strategic initiatives such as mergers and acquisitions, capital raising and investor reporting. In its 20-year history. Intralinks has earned the trust and business of more than 99 percent of the Global Fortune 1000 and has executed over $34.7 trillion worth of financial transactions on its platform. www.intralinks.com

About Siris Capital Group

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

JACKSONVILLE, Fla., October 11, 2018 — Web.com Group, Inc. (“Web.com”), a leading global provider of a full range of Internet services and online marketing solutions for small businesses, today announced the completion of its previously announced acquisition by an affiliate of Siris Capital Group, LLC (“Siris”) for approximately $2 billion. In connection with the closing of the transaction, the company, which will continue to operate as Web.com, will be wholly owned by an affiliate of Siris and will no longer trade on the NASDAQ exchange.

“We appreciate Siris’ conviction in the quality of Web.com’s people and products,” said Web.com CEO and President David L. Brown. “We look forward to Web.com’s next phase of evolution and growth as a private company.” The transaction, which was initially announced on June 21, 2018, was approved by a majority of Web.com’s shareholders on October 10, 2018.

About Web.com Group, Inc. | Web.com

Since 1997 Web.com has been the marketing partner for businesses wanting to connect with more customers and grow. We listen, then apply our expertise to deliver solutions that owners need to market and manage their businesses, from building brands online to reaching more customers or growing relationships with existing customers. For some, this means a fast, reliable, attractive website; for others, it means customized marketing plans that deliver local leads; and for others, it means customer-scheduling or customer-relationship marketing (CRM) tools that help businesses run more efficiently. Owners from big to small can focus on running the companies they know while we handle the marketing they need. To learn how this global company collaborates with customers and employees to achieve their potential, explore www.web.com or follow on Twitter at @webdotcom or on Facebook at facebook.com/web.com.

About Siris Capital Group, LLC | Siris Capital

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or executive partners, who work with Siris on a consulting basis to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

Media

Web.com:
Brian Wright, (904) 680-6633
CorporateCommunications@web.com

Siris Capital:
Dana Gorman (Abernathy MacGregor), (212) 371-5999
dtg@abmac.com
– or –
Blair Hennessy (Abernathy MacGregor), (212) 371-5999
bth@abmac.com

Transaction Provides Immediate Value for Shareholders
Acquisition Expected to Close in Q4 2018

JACKSONVILLE, Fla, June 21, 2018 – Web.com Group, Inc. (NASDAQ: WEB), a leading global provider of a full range of Internet services and online marketing solutions for small and medium‐sized businesses, today announced that it has entered into a definitive agreement to be acquired by an affiliate of Siris Capital Group, LLC in an all-cash transaction valued at approximately $2 billion.

Under the terms of the agreement, which has been unanimously approved by the members of Web.com’s board of directors, an affiliate of Siris will acquire all of the outstanding common stock of Web.com for $25.00 per share in cash. The purchase price represents a 30% premium over Web.com’s 90-day volume-weighted average price ended on June 19, 2018.

A special meeting of Web.com’s shareholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) and subsequent mailing to its shareholders.

Web.com may solicit alternative acquisition proposals from third parties during a “go-shop” period from the date of the agreement until August 5, 2018. There is no guarantee that this process will result in a superior proposal, and the agreement provides Siris with a customary right to match a superior proposal. Web.com does not intend to disclose developments with respect to the solicitation process unless and until the company determines such disclosure is appropriate.

“This transaction will provide shareholders with immediate and substantial cash value, while also providing us with a partner that shares in our commitment to customers and employees and can add strategic and operational value,” said David L. Brown, chairman, CEO and president of Web.com. “Based on our extensive engagement with Siris over the past two months and our prior discussions with them, we are confident that Siris’ support will enable Web.com to execute on its strategy and next phase of growth.”

Commenting on the transaction, Robert Aquilina, Siris Capital executive partner, said: “Web.com has a 20+ year legacy of leadership in the domain market with strong brand equity and a growing portfolio of attractive, value-add online and marketing services for SMBs. Siris looks forward to nurturing Web.com’s core domain business, supporting and anticipating the diverse needs of the company’s customers, and driving new opportunities for innovation and growth.”

Frank Baker, Co-Founder of Siris Capital, commented: “We are excited to partner with Web.com as it embarks on this new chapter of growth and market leadership. As a private company, Web.com will be able to make strategic investments for sustainable and profitable growth, while remaining agile and focused on delivering best-in-class solutions to its customers.”

The proposed transaction is expected to close in the fourth quarter of 2018 and is subject to approval by Web.com’s shareholders, along with the satisfaction of customary closing conditions and antitrust regulatory approvals, as necessary. The transaction is not subject to any financing condition. Upon completion of the acquisition, Web.com will become wholly owned by an affiliate of Siris.

Web.com will file its quarterly report on Form 10-Q reporting its second quarter financial results but does not intend to host a quarterly earnings call.

Financing & Advisors

Equity financing will be provided by investment funds affiliated with Siris. Siris has secured committed debt financing for the transaction from Morgan Stanley Senior Funding, Inc., RBC Capital Markets, and Macquarie Capital.
Morgan Stanley & Co. LLC, RBC Capital Markets, and Macquarie Capital are serving as financial advisors to Siris. Sidley Austin LLP is acting as corporate counsel to Siris and Kirkland & Ellis LLP is acting as financing counsel to Siris in connection with the transaction. BofA Merrill Lynch and J.P. Morgan are serving as financial advisors and Cooley LLP is serving as legal counsel to Web.com.

For further information regarding the terms and conditions contained in the definitive merger agreement, please see Web.com’s Current Report on Form 8-K, which will be filed in connection with this transaction.

About Web.com Group, Inc. | Web.com

Since 1997 Web.com (Nasdaq: WEB) has been the marketing partner for businesses wanting to connect with more customers and grow. We listen, then apply our expertise to deliver solutions that owners need to market and manage their businesses, from building brands online to reaching more customers or growing relationships with existing customers. For some, this means a fast, reliable, attractive website; for others, it means customized marketing plans that deliver local leads; and for others, it means customer-scheduling or customer-relationship marketing (CRM) tools that help businesses run more efficiently. Owners from big to small can focus on running the companies they know while we handle the marketing they need. To learn how this global company collaborates with customers and employees to achieve their potential, explore www.web.com or follow on Twitter at @webdotcom or on Facebook at www.facebook.com/web.com.

About Siris Capital Group, LLC | Siris Capital

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or executive partners, who work with Siris on a consulting basis to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and these include statements using the words such as will and expected, and similar statements. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of Web.com. Risks and uncertainties include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect Web.com’s business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Web.com, and the receipt of certain governmental and regulatory approvals, (iii) the failure of Parker Private Holdings II, LLC and Parker Merger Sub, Inc. to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (v) the effect of the announcement or pendency of the transaction on Web.com’s business relationships, operating results, and business generally, (vi) risks that the proposed transaction disrupts current plans and operations of Web.com and potential difficulties in Web.com employee retention as a result of the transaction, (vii) risks related to diverting management’s attention from Web.com’s ongoing business operations, and (viii) the outcome of any legal proceedings that may be instituted against Web.com or Parker Private Holdings II, LLC or Parker Merger Sub, Inc. related to the merger agreement or the transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Web.com described in the “Risk Factors” section of Web.com’s Annual Report on Form 10-K for the year ended December 31, 2017, and in Web.com’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on February 23, 2018, and May 4, 2018, respectively, and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at www.sec.gov and https://ir.web.com/financial-information/sec-filings Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Web.com assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Web.com does not give any assurance that it will achieve its expectations.

IMPORTANT INFORMATION FOR INVESTORS

In connection with the proposed transaction, Web.com intends to file with the SEC a proxy statement (the “proxy statement”) and mail the proxy statement to its stockholders. INVESTORS AND SECURITY HOLDERS OF WEB.COM ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WEB.COM, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement and other documents (when available) that Web.com files with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Web.com will be available free of charge on Web.com’s investor relations website at https://ir.web.com/financial-information/sec-filings or by contacting Web.com’s Investor Relations Department at Ira.Berger@web.com.

PARTICIPANTS IN THE SOLICITATION

Web.com and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Web.com in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above when it is filed with the SEC. Additional information regarding Web.com’s directors and executive officers is also included in Web.com’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2018. These documents are available free of charge as described above.

NO OFFER OR SOLICITATION

This communication is neither an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Contacts:

Web.com:

Investors
Ira Berger, (904) 680-6909
Ira.Berger@web.com

Media
Brian Wright, (904) 680-6633
CorporateCommunications@web.com

Siris Capital:

Dana Gorman (Abernathy MacGregor), (212) 371-5999
dtg@abmac.com

or

Blair Hennessy (Abernathy MacGregor), (212) 371-5999
bth@abmac.com

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SANTA CRUZ, Calif., July 02, 2018 (GLOBE NEWSWIRE) — Plantronics (NYSE:PLT) announced today that it has completed its acquisition of Polycom. The acquisition of Polycom will accelerate and expand Plantronics’ vision and enable it to deliver the broadest portfolio of end points in the Unified Communications and Collaboration (UCC) ecosystem.

“We are pleased that Plantronics and Polycom are moving ahead as one company focused on putting people at the center of every collaboration experience,” stated Joe Burton, Plantronics’ President and Chief Executive Officer. “Plantronics now offers an unparalleled portfolio of integrated, intelligent solutions that spans headsets, software, desk phones, audio and video conferencing, and cloud services. This combined offering empowers people with the tools and flexibility they need to create the best experience when connecting to what is most important to them.”

UCC and team collaboration technology are unlocking human potential at work and at home. With this acquisition, Plantronics is focused on voice, video, content, and cloud solutions for every place that technology touches people as they work, share, collaborate, and play. As trends in enterprise communications move toward open work spaces and flexible work arrangements, the ecosystem of platforms and devices continues to expand. With the addition of Polycom’s leading portfolio, Plantronics can offer a premium experience regardless of the UCC solutions selected by the customer.

“The combination of Plantronics and Polycom comes at a critical time when customers are searching for high-quality audio and video solutions that are easy to buy, easy to use, and easy to manage,” said Ira M. Weinstein, Founder, Recon Research. “The company’s offerings work with on-premises, cloud (service provider) and hybrid platforms, giving customers the flexibility to choose their deployment method and cloud migration timing.  In addition, its global channel and technology partner ecosystem fosters both innovation and global reach. We’re expecting great things in the future from the new and expanded Plantronics.”

Plantronics expects the acquisition to be immediately accretive to Non-GAAP earnings per share and believes it can achieve annual run-rate cost synergies of $75 million within 12 months. Non-GAAP earnings per share may exclude charges related to stock-based compensation, purchase accounting adjustments, acquisition and integration costs, restructuring and other related charges, litigation settlements, as well as the tax impact of these items and any discrete tax adjustments.

Under terms of the acquisition agreement, Plantronics acquired Polycom at a $2.0 billion enterprise value with the total consideration consisting of approximately $1.638 billion in cash and 6.352 million Plantronics shares, resulting in Triangle Private Holdings II, LLC, which was Polycom’s sole shareholder, owning approximately 16.0% of Plantronics following the acquisition. Under the terms of the transaction, Frank Baker, Co-Founder and Managing Partner, Siris Capital Group (an affiliate of Triangle Private Holdings II, LLC), and Daniel Moloney, Executive Partner, Siris Capital Group, were appointed to Plantronics Board of Directors and have been nominated for election by Plantronics’ stockholders at the 2018 Annual Meeting of Stockholders.

In conjunction with the closing of the acquisition, Plantronics today completed the financing of the transaction through a $1.275 billion term loan priced at LIBOR plus 250 bps, maturing in July 2025 (“Term Loan”). Proceeds of the Term Loan, along with cash on hand, were used to finance the acquisition as well as pay related fees and expenses. Additionally, Plantronics concurrently replaced its existing $100 million credit facility with Wells Fargo Bank, N.A. (“Wells Fargo”), with a new $100 million credit facility. Wells Fargo led the new Term Loan facility, as well as the replacement of the existing credit facility and will act as administrative agent for both the Term Loan and new credit facility. Foley & Lardner LLP acted as outside legal counsel for Plantronics. Further details regarding the terms of the Term Loan and new credit facility are outlined in Plantronics’ Current Report on Form 8-K to be filed today with the Securities and Exchange Commission.

Q1 Fiscal Year 2019 Earnings Release Date

Plantronics will release financial results for its fiscal Q1 2019 on August 7, 2018. Given that the acquisition closed after the quarter ended, Plantronics will issue financial results on a standalone basis for the quarter, but intends to issue guidance for the September quarter on a combined basis.

Forward Looking Statements

This press release, together with other statements and information publicly disseminated by Plantronics, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended , including statements relating to: (i) potential accretion from the transaction; (ii) expected synergies; (iii) benefits to our business, partners and users that we expect from the acquisition; (iv) expectations regarding timing; and (v) expectations and targets regarding cash flow and debt repayments, in addition to other matters discussed in this press release that are not purely historical data. We do not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Among the factors that could cause actual results to differ materially from those contemplated are:

• the ability to: (i) realize expected synergies or operating efficiencies within the expected time-frames or not at all and (ii) integrate Polycom’s business in a timely and cost-efficient manner without adversely impacting operations, including new product launches;
• the effect of the acquisition on (i) relationships with the combined company’s historical customers, suppliers and strategic partners and their operating results and businesses generally (including the diversion of management time on integration-related issues), (ii) competition and competitive strategies, including each party’s historical competitors, and (iii) the combined company’s ability to retain and hire key personnel;
• the possibility that pending and unforeseen Polycom legal and regulatory enforcement may adversely impact the results of the combined company in amounts exceeding or otherwise not within the scope of Plantronics indemnification rights under the acquisition agreement;
• the risks associated with the increased leverage undertaken by the company as a result of the acquisition;
• the potential negative effects of the acquisition on the market price of the company’s common stock, particularly in light of the issuance of stock in the transaction;
• risks relating to our financial reporting including those resulting from the adoption of new accounting pronouncements and associated system implementation in the context of the acquisition, our ability to forecast financial results of the combined company and the risk that reporting system integration could impact our ability to make timely and accurate SEC filings;
• the potential impact of the acquisition on our future tax rate and payments based on the consolidation of the global group and our ability to quickly integrate foreign operations;
• the challenges of integrating the supply chains of the two companies;
• the potential that our due diligence did not uncover risks and potential liabilities associated with Polycom;
• our ability to realize and achieve positive financial results projected to arise in the Enterprise market from UCC adoption could be adversely affected by a variety of factors including the following: (i) as UCC become more widely adopted, the risk that competitors will offer solutions that will effectively commoditize our product and service offerings which, in turn, will reduce the sales prices for our products and services; (ii) our plans are dependent upon adoption of our UCC solutions by major platform providers and strategic partners such as Microsoft Corporation, Cisco Systems, Inc., Avaya, Inc., Alcatel-Lucent, and Huawei, and our influence over such providers with respect to the functionality of their platforms or their product offerings, their rate of deployment, and their willingness to integrate their platforms and product offerings with our solutions is limited; (iii) delays or limitations on our ability to timely introduce solutions that are cost effective, feature-rich, stable, and attractive to our customers within forecasted development budgets; (iv) our successful implementation and execution of new and different processes involving the design, development, and manufacturing of complex electronic systems composed of hardware, firmware, and software that works seamlessly and continuously in a wide variety of environments and with multiple devices; (v) failure of UCC solutions generally, or our solutions in particular, to be adopted with the breadth and speed we anticipate; (vi) our sales model and expertise must successfully evolve to support complex integration of hardware and software with UCC infrastructure consistent with changing customer purchasing expectations; (vii) as UCC becomes more widely adopted we anticipate that competition for market share will increase, particularly given that some competitors may have superior technical and economic resources;  (viii) sales cycles for more complex UCC deployments are longer as compared to our traditional Enterprise products; (ix) our inability to timely and cost-effectively adapt to changing business requirements may impact our profitability in this market and our overall margins; and (x) our failure to expand our technical support capabilities to support the complex and proprietary platforms in which our UCC products are and will be integrated;
• volatility in prices from our suppliers, including our manufacturers located in China, which have in the past and could in the future negatively affect our profitability and/or market share;
• fluctuations in foreign exchange rates;
• the bankruptcy or financial weakness of distributors or key customers, or the bankruptcy of or reduction in capacity of our key suppliers;
• seasonality in one or more of our product categories;
• general global macroeconomic and geo-political conditions, including but not limited to, fluctuations in the stock markets generally; and
• slowdowns or downturns in economic conditions generally and in the market for consumer electronics, including voice, video and content solutions.

About Plantronics

For more information concerning these and other possible risks, please refer to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 9, 2018 and other filings with the Securities and Exchange Commission, as well as recent press releases. The Securities and Exchange Commission filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.

Plantronics is an audio pioneer and a leader in the communications industry. Plantronics technology creates rich, natural, people-first audio and collaboration experiences so good ideas can be shared and heard—wherever, whenever and however they happen. The company’s portfolio of integrated communications and collaboration solutions spans headsets, software, desk phones, audio and video conferencing, analytics and services. Our solutions are used worldwide by consumers and businesses alike and are the leading choice for every kind of workspace. For more information visit plantronics.com.

Plantronics is a registered trademark of Plantronics. The Bluetooth name and the Bluetooth trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics under license. All other trademarks are the property of their respective owners.

Plantronics Investor Contact:

Will Zelver
Manager, Investor Relations & External Reporting
+1 (831) 420-3168

Plantronics Media Contact:

George Gutierrez
Sr. Director, Global Communications & Content Strategy
+1 (831) 458-7537

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Creating the communications and collaboration gold-standard so good ideas are seen and heard

• Accelerates and expands Plantronics vision and market opportunity to be the preferred
  communications and collaboration touch point
• Creates the broadest portfolio of communications and collaboration endpoints for the $39.9B
  UCC industry (Frost and Sullivan, 2018)
• Establishes critical relevance to create differentiation from insights and interoperability
• Expected to be immediately accretive to Non-GAAP EPS
• Expect $75 million in annual run-rate cost synergies within 12 months of transaction close

SANTA CRUZ, Calif., March 28, 2018 (GLOBE NEWSWIRE) — Plantronics (NYSE: PLT) and Polycom today announced that they have entered into a definitive agreement under which Plantronics will acquire Polycom in a cash and stock transaction valued at $2.0 billion enterprise value. The transaction has been unanimously approved by the boards of directors of both companies, is subject to regulatory approvals and other customary closing conditions, and is expected to close by the end of the third calendar quarter of 2018.

Compelling Strategic Rationale

With the acquisition of Polycom, Plantronics will become the partner of choice for the communications and collaboration ecosystem.

The combination:

• Accelerates Plantronics Strategy. Polycom brings a global leadership position in voice and video collaboration, accelerating Plantronics vision of delivering new communications and collaboration experiences.
• Broadens Portfolio. With the addition of Polycom, Plantronics will have the broadest portfolio of complementary products and services across the global communications and collaboration ecosystem, and the ability to create exceptional user experiences.
• Expands Market Opportunity. The combination positions Plantronics to capture additional opportunities across the $39.9B Unified Communications and Collaboration industry driven by innovation in video and the ubiquity of audio, building growth opportunities through data analytics and insight services.
• Augments Services Business. Polycom significantly expands Plantronics services offering, providing a meaningful presence in management and analytics services.

Today’s news will further accelerate Plantronics vision of an enterprise that is able to leverage powerful analytics, video and audio touchpoints to ignite all new communications and collaboration experiences. According to Joe Burton, President and Chief Executive Officer, Plantronics, “With the addition of Polycom’s solutions across video, audio and collaboration we will be able to deliver a comprehensive portfolio of communications and collaboration touch points and services to our customers and channel partners. This will put Plantronics in an ideal position to solve for today’s enterprise collaboration requirements while capitalizing on market opportunities associated with the evolving, intelligent enterprise.”

“Polycom has returned to growth by focusing on building strong ecosystem partnerships and delivering innovative, smart solutions for our customers and partners,” said Mary T. McDowell, Chief Executive Officer, Polycom. “Bringing Plantronics and Polycom together will broaden the breadth of solutions available to customers and partners and create a consistent end-user experience across many collaboration applications and devices. As one company, Plantronics and Polycom will make it even easier for all customers to solve big-business problems through human-to-human connections.”

“Siris recognizes the incredible opportunity in the Unified Communications industry and has been focused on building momentum in the industry for several years,” said Frank Baker, Founder and Managing Partner, Siris Capital. “We are excited about the long-term value that the combination of Plantronics and Polycom will create for customers, partners, stakeholders and employees.”

Polycom is a Leading Global provider of Communications and Collaboration Technologies

Polycom is privately held and has been an innovator in personal collaboration, group collaboration, and services (including customer care, managed and professional services, and cloud services for interoperability, management, and analytics). For CY2017, Polycom had GAAP revenue of $1.1 billion, Non-GAAP gross margin of 56.6%, Non-GAAP operating income of $183.1 million and Non-GAAP operating margin of 16.0%.

Significantly Enhances Plantronics Long-Term Shareholder Value

The transaction is expected to be immediately accretive to Non-GAAP EPS. Plantronics targets achieving annual run-rate cost synergies of $75 million within 12 months of transaction close.

Transaction Details

Under terms of the definitive agreement, Plantronics will acquire Polycom for $2.0 billion enterprise value consisting of an estimated $690 million of net debt and an estimated $948 million in cash and 6.352 million Plantronics shares, valued at $362 million based on the 20 trading day average closing price of Plantronics stock prior to signing, resulting in Polycom shareholders owning approximately 16.0%
of the combined company. Estimated amounts are subject to customary post-closing adjustments per the definitive agreement. Frank Baker, Founder and Managing Partner, Siris Capital, and Daniel Moloney, Executive Partner, Siris Capital, will join Plantronics Board of Directors.

Transaction Financing

Plantronics intends to fund the cash portion of the consideration with cash on hand and approximately $1.375 billion in new, fullycommitted debt financing. Wells Fargo Bank and affiliates have committed to provide the debt financing for the transaction, subject to customary conditions. Plantronics expects to pay down a significant portion of the debt within the next several years with cash on the balance sheet and through cash generation.

Advisors
Wells Fargo Securities is acting as lead financial advisor to Plantronics and Foley & Lardner LLP is serving as legal advisor. Morgan Stanley & Co. LLC is also serving as a financial advisor to Plantronics. Moelis & Company LLC and Macquarie Capital are acting as financial advisors to Polycom, along with Sidley Austin LLP who served as legal advisor.

Other Information

Effective April 1, 2018 Robert Hagerty, board member and Chairman of the Strategy and Mergers and Acquisitions committees, will assume the role of Chairman and Marv Tseu will assume the role of Vice-Chairman of the Plantronics Board of Directors.

Plantronics announced that it is reaffirming its financial outlook previously announced in its third fiscal quarter 2018 earnings press release dated January 30, 2018.

Conference Call Information

We have scheduled a conference call to discuss the Plantronics acquisition of Polycom. The conference call will take place today, March 28, 2018 at 8:00 a.m. EDT (5:00 a.m. PDT). All interested investors and potential investors in our stock are invited to participate. To listen to the call, please dial in five to ten minutes prior to the scheduled starting time and reference conference ID #2385209 and the “Plantronics
Conference Call.” The dial-in from North America is +1 (888) 301-8736 and the international dial-in is +1 (706) 634-7260. The conference call will also be simultaneously webcast in the Investor Relations section of our website.

A replay of the call with the conference ID #2385209 will be available until May 28, 2018 at +1 (855) 859-2056 for callers from North America and at +1 (404) 537-3406 for all other callers.

About Plantronics

Plantronics is an audio pioneer and a global leader in the communications industry. We create intelligent and adaptive solutions that support our customers’ most important needs: experiencing and facilitating simple and clear communications while enjoying distractionfree environments. Our solutions are used worldwide by consumers and businesses alike, and are an optimal choice for open office environments. From Unified Communications and customer service ecosystems, to data analytics and Bluetooth headsets, Plantronics delivers high-quality communications solutions that our customers count on today, while relentlessly innovating on behalf of their future. For more information visit Plantronics.com.

Plantronics is a registered trademark of Plantronics. The Bluetooth name and the Bluetooth trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics under license. All other trademarks are the property of their respective owners.

About Polycom

Polycom helps organizations unleash the power of human collaboration. More than 400,000 companies and institutions worldwide defy distance with secure video, voice and content solutions from Polycom to increase productivity, speed time to market, provide better customer service, expand education and save lives. Polycom and its global partner ecosystem provide flexible collaboration solutions for any environment that deliver the best user experience, the broadest multivendor interoperability and unmatched investment protection. Visit www.Polycom.com or connect with us on Twitter, Facebook, and LinkedIn to learn more.

Forward-Looking Statements

• This press release, together with other statements and information publicly disseminated by Plantronics, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended , including statements relating to: (i) potential accretion from the transaction; (ii) expected synergies; (iii) benefits
  to our business that we expect from the combination; (iv) expectations regarding timing; and (v) expectations regarding deb repayments, in addition to other matters discussed in this press release that are not purely historical data. We do not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Among the factors that could cause actual results to differ materially from those contemplated are:
• the ability to: (i) realize expected synergies or operating efficiencies in connection with the proposed transaction within the expected time-frames or not at all and (ii) integrate Polycom’s business in a timely and cost-efficient manner without adversely impacting operations, including new product launches;
• the effect of the announcement of the proposed transaction on (i) Polycom’s and Plantronics’ relationships with their respective customers, suppliers and strategic partners and their operating results and businesses generally (including the diversion of management time on transaction-related issues) and (ii) Polycom’s and Plantronics’ ability to retain and hire key personnel;
• the possibility that legal and regulatory enforcement matters that are pending at Polycom may adversely impact the results of the combined company despite indemnification that Siris Capital is providing;
• the risk that the financing that Plantronics must receive to consummate the proposed transaction is not obtained on the terms that we anticipate or that it is not available at all, which is magnified by the absence of a financing condition, and the risks associated with the increased leverage that the company will have as a result of the transaction;
• the potential negative effects of the announcement of the proposed transaction on the market price of the company’s common stock, particularly in light of the issuance of stock in the transaction;
• uncertainties associated with any aspect of the proposed transaction, including: (i) the risk that not all conditions to closing of the proposed transaction will be satisfied or waived; (ii) uncertainties related to transaction costs; (iii) uncertainties related to the anticipated timing of filings and approvals relating to the proposed transaction; and (iv) the possibility that the proposed transaction does not close when expected or at all;
• risks relating to our financial reporting including those resulting from the adoption of new accounting pronouncements and associated system implementation in the context of the transaction, our ability to forecast financial results of the combined company and the risk that reporting system integration could impact our ability to make timely and accurate SEC filings;
• the potential impact of the transaction on our future tax rate and payments based on the consolidation of the global group and our ability to quickly integrate foreign operations;
• the challenges of integrating the supply chains of the two companies;
• the potential that our due diligence did not uncover risks and potential liabilities associated with the acquired business;
• our ability to realize and achieve positive financial results projected to arise in the Enterprise market from UC adoption could be adversely affected by a variety of factors including the following: (i) as UC becomes more widely adopted, the risk that
  competitors will offer solutions that will effectively commoditize our headsets which, in turn, will reduce the sales prices for our headsets; (ii) our plans are dependent upon adoption of our UC solution by major platform providers and strategic partners such as Microsoft Corporation, Cisco Systems, Inc., Avaya, Inc., Alcatel-Lucent, and Huawei, and our influence over such providers
  with respect to the functionality of their platforms or their product offerings, their rate of deployment, and their willingness to integrate their platforms and product offerings with our solutions is limited; (iii) delays or limitations on our ability to timely introduce solutions that are cost effective, feature-rich, stable, and attractive to our customers within forecasted development budgets; (iv) our successful implementation and execution of new and different processes involving the design, development, and manufacturing of complex electronic systems composed of hardware, firmware, and software that works seamlessly and continuously in a wide variety of environments and with multiple devices; (v) failure of UC solutions generally, or our solutions in particular, to be adopted with the breadth and speed we anticipate (vi) our sales model and expertise must successfully evolve
  to support complex integration of hardware and software with UC infrastructure consistent with changing customer purchasing expectations; (vii) as UC becomes more widely adopted we anticipate that competition for market share will increase, particularly given that some competitors may have superior technical and economic resources; (vii) (viii) sales cycles for more complex UC deployments are longer as compared to our traditional Enterprise products; (ix) our inability to timely and cost effectively adapt to changing business requirements may impact our profitability in this market and our overall margins; and (x) our failure to expand our technical support capabilities to support the complex and proprietary platforms in which our UC products are and will be integrated;
• volatility in prices from our suppliers, including our manufacturers located in China, have in the past and could in the future negatively affect our profitability and/or market share;
• fluctuations in foreign exchange rates;
• the bankruptcy or financial weakness of distributors or key customers, or the bankruptcy of or reduction in capacity of our key suppliers;
• seasonality in one or more of our product categories;
• general global macroeconomic and geo-political conditions, including but not limited to, fluctuations in the stock markets generally; and
• slowdowns or downturns in economic conditions generally and in the market for consumer electronics, including voice, video and content solutions.

For more information concerning these and other possible risks, please refer to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 10, 2017 and other filings with the Securities and Exchange Commission, as well as recent press releases. The Securities and Exchange Commission filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.

Plantronics Investor Contact:

Will Zelver
Manager, Investor Relations & External Reporting
+1 (831) 420-3168

Plantronics Media Contact:

George Gutierrez
Sr. Director, Global Communications & Content Strategy
+1 (831) 458-7537

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Siris Capital Group invests in Synchronoss

BRIDGEWATER, N.J.–(BUSINESS WIRE)–Feb. 15, 2018– Synchronoss Technologies, Inc.(NASDAQ:SNCR) (“Synchronoss” or the “Company”), a global leader and innovator in cloud, messaging and digital products, today announced that it has closed the previously announced sale of $185 million in a newly created series of preferred stock to affiliates of Siris Capital Group, LLC (“Siris”).

Under the terms of the agreement, Silver Private Holdings I, LLC (“Silver”), an affiliate of Siris, will receive 185,000 shares of Series A Convertible Participating Perpetual Preferred Stock of the Company in exchange for $97.7 million in cash and the transfer to Synchronoss of 5,994,667 shares of common stock (approximately 12.6% of the Company’s outstanding stock), representing all the shares of common stock held by Silver.

“We are excited to close on the investment from Siris and view this as another positive step forward for Synchronoss,” said Glenn Lurie, President and Chief Executive Officer of Synchronoss. “The additional capital from this transaction further strengthens the Company’s balance sheet and financial flexibility as we execute against our product and growth strategies. Synchronoss is delivering those next-generation cloud, messaging and digital products that companies in the technology-media-telecom (TMT) sector rely on in order to differentiate and successfully compete in the world of burgeoning data usage growth in IoT and overall customer experience. We remain optimistic about the future given our world class customer base, long-term customer relationships, and strong financial profile.”

Frank Baker, a Co-Founder and Managing Partner of Siris added, “We believe that Synchronoss represents an attractive opportunity to build meaningful shareholder value. I look forward to joining the company’s board of directors to collaborate with the management team and partner together to help the company realize its significant potential.” Baker added, “The on-going digital transformation in the TMT sector requires partners with experience in delivering seamless, self-service solutions at scale to their many end-users and enterprise customers. Synchronoss has a long-term track record of delivering solutions which engage and delight users throughout the constantly changing customer journey.”

As part of Siris’ investment in Synchronoss, the firm has the right to appoint two members of the Company’s board of directors, among other governance rights. Frank Baker and Peter Berger, each a Co-Founder and Managing Partner of Siris, have joined the board of directors of Synchronoss.

Each share of Series A Convertible Participating Perpetual Preferred Stock converts into 55.5556 shares of common stock at a conversion price of approximately $18.00 per share and carries an annual dividend rate of 14.5%.

The Company continues to maintain a strong cash balance, and as of December 31, 2017, had approximately $249 million in cash, cash equivalents, restricted cash and marketable securities, not including the net proceeds received in connection with the above transaction.

About Synchronoss

Synchronoss transforms the way companies create new revenue, reduce costs and delight their subscribers with cloud, messaging and digital products supporting hundreds of millions of subscribers across the globe. Synchronoss’ secure, scalable and groundbreaking new technologies, trusted partnerships and talented people change the way TMT customers grow their business. For more information visit us at: www.synchronoss.com.

Forward-looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook” or words of similar meanings. These statements are based on the Company’s current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. Numerous factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These factors include, but are not limited to, risks associated with the effect of Siris’s investment on the Company’s business relationships, operating results, and business generally; risks that Siris’s investment disrupts current plans and operations of the Company; risks related to diverting management’s attention from the Company’s ongoing business operations; risks related to the outcome of any legal proceedings that may be instituted against the Company, its officers or directors related to the Siris investment or otherwise; risks associated with the Company’s ongoing accounting review; fluctuations in the Company’s financial and operating results; uncertainty regarding increased business and renewals from existing customers; disruptions to the implementation of the Company’s strategic priorities and business plan caused by changes in the Company’s senior management team; customer renewal rates and attrition; customer concentration; the Company’s ability to maintain the security and integrity of its systems; foreign currency exchange rates; the financial and other impact of previous and future acquisitions; competition in the enterprise and mobile solutions markets; the Company’s ability to retain and motivate employees; technological developments; litigation and disputes and the costs related thereto; unanticipated changes in the Company’s effective tax rate; uncertainties surrounding domestic and global economic conditions; and other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which is on file with the SEC and available on the SEC’s website at www.sec.gov. Additional factors may be described in those sections of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 andJune 30, 2017 and September 30, 2017, to be filed with the SEC as soon as practicable. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

View source version on businesswire.com:  

http://www.businesswire.com/news/home/20180215006366/en/

Source: Synchronoss Technologies, Inc.

Synchronoss Technologies, Inc.
Seth Potter, +1 646-277-1230
investor@synchronoss.com

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New York, January 3, 2018 – Siris Capital Group, LLC (“Siris”), a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies, today announced that Bethany Mayer has joined Siris as an executive partner. Ms. Mayer was most recently senior vice president of Keysight Technologies and president of Keysight’s Ixia Solutions group. In her new role at Siris, Ms. Mayer will work closely with the firm’s investment professionals and other executive partners to identify and validate potential investment opportunities for Siris as well as assist in the oversight and operations of Siris’ portfolio companies.

Frank Baker, Co-Founder of Siris Capital, commented, “Bethany is an incredibly accomplished, results-oriented leader with a proven track record of growth and operational improvement in both large and small technology companies. Bethany has been instrumental in helping companies transition to their next phase of innovation and we are confident that she will be a natural fit and invaluable asset to the Siris executive partner team and our portfolio companies.”

With more than 25 years of industry experience and senior leadership roles at global technology corporations, Ms. Mayer brings a wealth of knowledge and expertise in both the software and hardware sectors. Ms. Mayer previously served as the president and chief executive officer of Ixia beginning in September 2014, prior to its acquisition by Keysight, where she was responsible for driving all aspects of Ixia’s revenue, strategy and product direction. In 2017, Ms. Mayer was awarded Global Leader of the Year by Women in IT due to her leadership as a CEO. In 2015, Ms. Mayer was named by CRN as a Top 25 Disruptor in the technology industry due to her experience leading breakthrough technology developments including Software Defined Networking and Network Function Virtualization.

Prior to joining Ixia, Ms. Mayer was senior vice president and general manager, Network Functions Virtualization, for Hewlett Packard, Inc., where she led the company’s Network Function Virtualization initiative. Ms. Mayer also served as senior vice president and general manager of HP’s Networking Business unit, where, under her leadership, the group delivered 12 consecutive quarters of growth. Prior to that, she was vice president, marketing and alliances, for HP’s Enterprise Servers Storage and Networking Group. Earlier in her career, Ms. Mayer served as senior vice president, worldwide marketing and corporate development, at Blue Coat Systems, and held roles at Cisco Systems, Apple Computer, Lockheed Martin and a number of smaller technology companies.

Ms. Mayer holds a bachelor’s degree from Santa Clara University and an MBA from California State University, Monterey Bay.

About Siris Capital Group

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or executive partners, who work with Siris on a consulting basis to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

Media Contact:

Dana Gorman

Abernathy MacGregor

(212) 371-5999