PLANTRONICS, INC. (NYSE:PLT) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.

As previously disclosed, on March 28, 2018, Plantronics, Inc. (the “Company”) entered into a Stock Purchase Agreement with Triangle Private Holdings II, LLC (“Triangle”) and Polycom, Inc. (“Polycom”) to which, subject to the satisfaction or waiver of certain conditions set forth therein, the Company will purchase from Triangle all of the issued and outstanding shares of capital stock of Polycom (the “Transaction”).

The Company intends to fund the Transaction in part by obtaining $1.375 billion in new, fully committed debt financing consisting of a secured term loan facility and a secured revolving credit facility (the “Debt Financing”). In connection with the Debt Financing, the Company intends to provide potential lenders with certain unaudited quarterly financial information for the years ended December 31, 2016 and 2017, relating to Polycom that has not previously been disclosed (the “Polycom Financial Information”). The Polycom Financial Information provided is presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and on a non-GAAP basis subject to normal year-end adjustments. A copy of the Polycom Financial Information is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Final consolidated financial statements for the quarter ended March 31, 2018 are not yet available. When they are finalized, the Company intends to provide potential lenders with financial information for that period and furnish that information on a Current Report on Form 8-K.

The annual consolidated financial statements for Polycom as of December 31, 2016, December 31, 2017 and for the periods then ended have been audited by Polycom’s independent accounting firm. Polycom was taken private in September 2016. As a result, Polycom’s quarterly periods during those years have not been audited or reviewed by its or any other auditor. Polycom’s consolidated financial statements have not been separately audited or reviewed by Plantronics or Plantronics’ independent accounting firm. The Polycom Financial Information does not contain complete financial statements or related notes prepared in accordance with GAAP, and therefore, the Polycom Financial Information omits information that is likely to be material. In addition, the Polycom Financial Information contains certain non-GAAP information requested by the lenders, which is supplemental to the GAAP financial information presented and excludes certain non-cash expenses and charges that are included in the most directly comparable GAAP measure. The Company believes that the use of non-GAAP financial measures provides meaningful supplemental information to potential lenders regarding performance and liquidity, and potential lenders benefit from referring to these non-GAAP financial measures in assessing performance and when planning, forecasting and analyzing future periods. However, non-GAAP financial measures are not meant to be considered in isolation or as a substitute for, or superior to, the most directly comparable GAAP measure.

Polycom has advised the Company that its consolidated financial statements and related notes for the years ended December 31, 2016 and 2017, from which the Polycom Financial Information are derived, have been prepared in accordance with GAAP. However, Polycom is currently a privately held company, and GAAP as applied to private companies differs from GAAP as applied to public companies.

Polycom’s historical financial results for any prior period are not necessarily indicative of results to be expected for any future period. Further, if the Company completes its proposed acquisition of Polycom, then the Company will apply purchase accounting to the transaction, which will further adversely impact the comparability of Polycom’s historical financial results to those for future periods.

Within approximately 75 days of completion of the proposed acquisition of Polycom, the Company will be required to file a Current Report on Form 8-K containing certain consolidated financial statements for Polycom, along with pro forma financial information of the Company that gives effect to the acquisition of Polycom, which consolidated financial statements and pro forma financial information will be required to be prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Article 3-05 of Regulation S-X and will be required to be prepared based on GAAP as applied to public companies. As a result, the financial information for Polycom included in such Current Report on Form 8-K filed after the closing of the proposed acquisition of Polycom is expected to differ in important ways from the financial information of Polycom disclosed prior to the closing of the acquisition.

Item 9.01. Financial Statements and Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:

PLANTRONICS INC /CA/ Exhibit
EX-99.1 2 may24ex991.htm EXHIBIT 99.1 Exhibit POLYCOM,…
To view the full exhibit click here

About PLANTRONICS, INC. (NYSE:PLT)

Plantronics, Inc. (Plantronics) is engaged in the design, manufacture, and distribution of headsets for business and consumer applications, and other specialty products for the hearing impaired. The Company is a global designer, manufacturer and marketer of communications headsets, telephone headset systems, other communication endpoints and accessories for the business and consumer markets. The Company develops communication products for offices and contact centers, mobile devices, cordless phones, and computers and gaming consoles. Its product categories include Enterprise, which includes corded and cordless communication headsets, audio processors, and telephone systems, and Consumer, which includes Bluetooth and corded products for mobile device applications, personal computer (PC) and gaming headsets, and specialty products marketed for hearing impaired individuals. It offers its products under two brands: Plantronics and Clarity.