Filing Details

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the "Amendment No. 1").  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 20, 2016, the Reporting Persons issued the following statement in connection with the announcement on April 15, 2016 of the definitive agreement for the Issuer to acquire Polycom, Inc. ("Polycom") for $13.68 per share in a cash and stock transaction:

The Reporting Persons are highly supportive of the transaction and entered into a Voting Agreement (defined and described in Item 6 below) with the Issuer and Meteor Two, Inc. ("Merger Sub"), an indirect wholly owned subsidiary of the Issuer. The Reporting Persons believe this transaction can create significant equity value for both the Issuer's and Polycom's shareholders as the new company is expected to realize approximately $160 million of synergies. The Reporting Persons believe the combined company will generate approximately $600 million of EBITDA in 2017 and $650 million of EBITDA in 2018. By 2018, the Reporting Persons expect the combined company to rapidly de-lever while generating significant cash flow, positioning the combined company for additional M&A after Polycom is successfully integrated. Based on an EBITDA multiple range of 6-7x, the Reporting Persons believe the Issuer's share price could appreciate by approximately 35-60% in the next twelve months. The Reporting Persons have increased their share equivalent ownership of the Issuer since the transaction was announced because of this unique value creation opportunity.

The Reporting Persons have high regard for the Issuer's management team. In the Issuer's acquisition of Aastra Technologies Limited ("Aastra") in 2014, the Issuer merged two companies with approximately $570 million of revenue each to create a $1.1 billion revenue enterprise. The Aastra acquisition generated significant equity value creation as the combined company outperformed its initial synergy target of $50 million and the Reporting Persons believe is on track to deliver approximately $100 million in total synergies.  The $100 million of total expected synergies equates to approximately 10% of the combined cash expense base of the two companies prior to the transaction.  The Reporting Persons understand that these synergies were realizable despite minimal geographic overlap between the Issuer and Aastra.  Overall, the Reporting Persons believe the Issuer's management has an impressive M&A integration track record.

THE INFORMATION CONCERNING THE ISSUER, POLYCOM AND AASTRA CONTAINED IN THIS ITEM 4 HAVE BEEN TAKEN FROM, OR ARE BASED UPON, PUBLICLY AVAILABLE DOCUMENTS ON FILE WITH THE SEC AND OTHER PUBLICLY AVAILABLE INFORMATION. THE REPORTING PERSONS HAVE NO ACTUAL KNOWLEDGE THAT WOULD INDICATE THAT STATEMENTS RELATING TO THE ISSUER, POLYCOM OR AASTRA CONTAINED IN THIS ITEM 4 THAT ARE MADE IN RELIANCE UPON PUBLICLY AVAILABLE INFORMATION ARE FALSE OR MISLEADING. THE REPORTING PERSONS WERE NOT INVOLVED IN THE PREPARATION OF SUCH INFORMATION AND ARE NOT IN A POSITION TO VERIFY SUCH INFORMATION AND STATEMENTS. ALL INFORMATION CONTAINED IN THIS ITEM 4 RELATING TO ANY PERSON OTHER THAN THE REPORTING PERSONS IS BASED ONLY ON THE KNOWLEDGE OF THE REPORTING PERSONS.

THE STATEMENTS CONTAINED HEREIN ARE NOT A RECOMMENDATION TO OTHER STOCKHOLDERS OR INVESTORS TO TENDER THEIR SHARES OR OTHERWISE. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROSPECTUS/JOINT PROXY STATEMENT PREPARED BY THE ISSUER AND POLYCOM CAREFULLY WHEN IT BECOMES AVAILABLE.

Cautionary Statement Regarding Forward-Looking Statements

The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "targets," "forecasts," "seeks," "could" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. The forward-looking statements in this Item 4 are based on the Reporting Persons' current intent, belief, expectations, estimates and projections regarding Polycom and the Issuer and projections regarding the industry in which they operate. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. Risks that could cause actual results to differ from forward-looking statements  are described under the heading (i) "Risk Factors" in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC and Canadian securities regulatory authorities on February 29, 2016, and in Polycom's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 29, 2016 and (ii) the inherent uncertainty associated with financial or other projections; the integration of the Issuer and Polycom and the ability to recognize the anticipated benefits from the combination of the Issuer and Polycom; the ability to obtain required regulatory approvals for the transaction, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the expected benefits of the transaction; the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; risks relating to the value of the Issuer's common shares to be issued in connection with the transaction; the anticipated size of the markets and continued demand for the Issuer and Polycom products and services, the impact of competitive products and pricing and disruption to the Issuer's and Polycom's respective businesses that could result from the announcement of the transaction; and access to available financing on a timely basis and on reasonable terms, including the refinancing of the Issuer and Polycom debt to fund the cash portion of the consideration in connection with the transaction These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

ITEM 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 120,793,135 shares of Common Stock outstanding as of February 19, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016.

As of the close of business on April 19, 2016, Elliott beneficially owned 4,014,554 shares of Common Stock, constituting approximately 3.3% of the shares of Common Stock outstanding.

As of the close of business on April 19, 2016, Elliott International beneficially owned 7,754,165 shares of Common Stock, constituting approximately 6.4% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 7,754,165 shares of Common Stock beneficially owned by Elliott International, constituting approximately 6.4% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially own 11,768,719 shares of Common Stock, constituting approximately 9.7% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA have economic exposure to approximately 1.0% of the shares of Common Stock outstanding pursuant to Derivative Agreements (as defined below), as disclosed in Item 6. 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On April 15, 2016, in connection with the execution of the Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub merged with and into Polycom (the "Merger"), with Polycom surviving the Merger as a wholly owned subsidiary of the Issuer, Elliott entered into a Voting Agreement with the Issuer and Merger Sub (the "Voting Agreement"). Under the terms of the Voting Agreement, Elliott has agreed, among other things, to vote its shares of Polycom common stock in favor of the adoption of the Merger Agreement, as well as such other matters set out in the Voting Agreement.

The Voting Agreement also contains a "lock-up" provision that, subject to limited exceptions, prevents Elliott from transferring its Polycom common stock until the earlier of the termination of the Voting Agreement in accordance with its terms and the receipt of approval by Polycom's stockholders of the Merger.

In addition, the Voting Agreement provides that Elliott shall not take any actions that would be inconsistent with certain customary restrictions to which the Issuer is subject regarding the Issuer's ability to (A) solicit proposals from third parties with respect to transactions involving the sale of the Issuer (a "Mitel Acquisition Proposal") and (B) provide non-public information to, or otherwise participate or engage in discussions or negotiations with, third parties or take certain other actions regarding any such Mitel Acquisition Proposals, with customary exceptions for Mitel Acquisition Proposals that are, or could reasonably be expected to lead to a transaction that is more favorable from a financial point of view to the Issuer's shareholders (after taking account relevant terms and conditions of such Mitel Acquisition Proposal).

The Voting Agreement terminates upon the earliest of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the effective time of the Merger, and (iii) the date of any amendment to the Merger Agreement that reduces the amount, or changes the form, of the consideration payable to Polycom stockholders.

The foregoing description of the Voting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Voting Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott ("Liverpool"), and Elliott International have entered into notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with respect to 385,804 and 783,298 shares of Common Stock of the Issuer, respectively (representing economic exposure to approximately less than 1% and less than 1% of the shares of Common Stock of the Issuer, respectively).  Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 1.0% of the shares of Common Stock. The Derivative Agreements provide Liverpool and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the "Subject Shares"). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to include the following exhibit:

Exhibit 99.1 – Voting Agreement, dated as of April 15, 2016, by and among Mitel Networks Corporation, Meteor Two, Inc. and Elliott Associates, L.P.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

April 20, 2016