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As filed with the Securities and Exchange Commission on September 8, 2017


Registration No. 333-219008


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



AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



SOLSTICE SAPPHIRE INVESTMENTS, INC.
(Exact name of Registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation)
  7373
(Primary Standard Industrial
Classification Code Number)
  82-1669692
(I.R.S. Employer
Identification Number)



c/o Sonus Networks, Inc.
4 Technology Park Drive
Westford, Massachusetts 01886
(978) 614-8100

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



Jeffrey M. Snider, Esq.
Chief Administrative Officer, Senior Vice President,
General Counsel and Corporate Secretary
Sonus Networks, Inc.
4 Technology Park Drive
Westford, Massachusetts 01886
(978) 614-8100

(Name, address, including zip code, and telephone number, including area code, of agent for service)



With copies to:
Jay E. Bothwick, Esq.
Mark G. Borden, Esq.
Joseph B. Conahan, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
  David S. Allinson, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 751-4864



Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and upon the satisfaction or
waiver of all other conditions to the closing of the mergers described herein.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company o

          If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction

              Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

              Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these 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.

Subject to Completion, dated September 8, 2017

LOGO   LOGO

TO THE STOCKHOLDERS OF
SONUS NETWORKS, INC., GENBAND HOLDINGS COMPANY, GENBAND INC. AND GENBAND II, INC.
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

           [                        ], 2017

Dear Stockholders:

           Sonus Networks, Inc. (which we refer to as Sonus), GENBAND Holdings Company (which we refer to as GENBAND), GENBAND Inc. (which we refer to as GB) and GENBAND II, Inc. (which we refer to as GB II) have entered into an agreement and plan of merger (which, as amended or supplemented from time to time, we refer to as the merger agreement) providing for the strategic business combination of Sonus, GENBAND, GB and GB II under a new holding company currently named Solstice Sapphire Investments, Inc. (which we refer to as New Solstice). As a result of the business combination, New Solstice will succeed to and continue to operate, directly or indirectly, the then existing businesses of Sonus, GENBAND, GB and GB II, initially under the Sonus name. Following the closing of the mergers, it is expected that the newly constituted board of directors will determine a new name for the combined company.

           Former Sonus stockholders will hold approximately 50%, and former GENBAND shareholders, GB stockholders and GB II stockholders, collectively, will hold approximately 50%, of the shares of New Solstice's common stock issued and outstanding immediately after the closing of the transactions contemplated by the merger agreement. New Solstice will apply to list its common stock on the NASDAQ Global Select Market (which we refer to as NASDAQ) under the symbol "SONS," subject to official notice of issuance. New Solstice does not intend to avail itself of any of the exemptions from certain NASDAQ corporate governance requirements that are available to "controlled companies."

           In connection with the transactions contemplated by the merger agreement, Sonus stockholders will be entitled to receive one share of New Solstice common stock for each share of Sonus common stock outstanding as of immediately prior to the effective time of the mergers. Based on Sonus' closing per share price of $6.91 as of August 31, 2017, the shares of New Solstice common stock to be received by Sonus stockholders in connection with the business combination would have an aggregate value of approximately $350.6 million.

           The number of shares of New Solstice common stock that GENBAND shareholders, GB stockholders and GB II stockholders will be entitled to receive for their shares of common stock or ordinary shares of GENBAND, GB and GB II (as applicable) will, in the aggregate, be approximately equal to the number of shares of New Solstice common stock issuable to existing Sonus stockholders pursuant to the merger agreement, allocated among GENBAND shareholders, GB stockholders and GB II stockholders in accordance with the terms of the merger agreement and the GENBAND charter documents. Based on the current equity capitalization of Sonus, it is estimated that GENBAND shareholders, GB stockholders and GB II stockholders, collectively, will be entitled to receive approximately 50.7 million shares of New Solstice common stock. Based on Sonus' closing per share price as of August 31, 2017, the shares of New Solstice common stock to be received by GENBAND shareholders, GB stockholders and GB II stockholders in connection with the business combination would have an aggregate value of approximately $350.6 million. In addition, GENBAND shareholders, other than GB and GB II, will have the right to receive a three-year promissory note issued by New Solstice having an aggregate principal amount of $22.5 million and accruing interest at a rate of 7.5% per year for the first six months after the effective time of the mergers and 10% thereafter.

           Completion of the transactions contemplated by the merger agreement requires, among other things, the separate approvals of Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders. To obtain these approvals, Sonus will hold a special meeting of Sonus stockholders on [                        ], 2017, GENBAND will hold an extraordinary general meeting of GENBAND shareholders on [                        ], 2017 and each of GB and GB II will hold a special meeting of its stockholders on [                        ], 2017.

           Sonus stockholders will not be entitled to appraisal rights in connection with the Sonus merger. A description of the appraisal rights available to GENBAND shareholders, GB stockholders and GB II stockholders as a statutory matter is included in the section entitled "Appraisal Rights" beginning on page 339 of the enclosed joint proxy statement/prospectus.

           THE SONUS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SONUS STOCKHOLDERS VOTE "FOR" EACH OF THE PROPOSALS TO BE CONSIDERED AT THE SONUS SPECIAL MEETING.

           THE GENBAND BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE GENBAND SHAREHOLDERS VOTE "FOR" EACH OF THE PROPOSALS TO BE CONSIDERED AT THE GENBAND EXTRAORDINARY GENERAL MEETING.

           THE GB BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE GB STOCKHOLDERS VOTE "FOR" EACH OF THE PROPOSALS TO BE CONSIDERED AT THE GB SPECIAL MEETING.

           THE GB II BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE GB II STOCKHOLDERS VOTE "FOR" EACH OF THE PROPOSALS TO BE CONSIDERED AT THE GB II SPECIAL MEETING.

           This document is a prospectus of New Solstice, as well as a proxy statement for each of Sonus, GENBAND, GB and GB II, and provides you with detailed information about the merger agreement, the special meetings of Sonus, GB and GB II stockholders and the extraordinary general meeting of GENBAND shareholders and other matters contemplated by the merger agreement. We encourage you to read carefully the entire joint proxy statement/prospectus, including all its annexes, the documents incorporated by reference, including the section entitled "Risk Factors" beginning on page 58 of the enclosed joint proxy statement/prospectus.

           Your vote is very important. Whether or not Sonus stockholders, GENBAND shareholders, GB stockholders and/or GB II stockholders plan to attend the respective special meeting or extraordinary general meeting (as applicable), we ask each Sonus stockholder, GENBAND shareholder, GB stockholder and GB II stockholder to please submit a proxy to vote his, her or its shares as soon as possible to make sure that his, her or its shares are represented and voted at such special meeting or extraordinary general meeting (as applicable).


 

 

 

Raymond P. Dolan
President and Chief Executive Officer
Sonus Networks, Inc.

 

David Walsh
President and Chief Executive Officer
GENBAND Holdings Company

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in connection with the mergers or determined if the enclosed joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

           The enclosed joint proxy statement/prospectus is dated [                        ], 2017, and is first being mailed or otherwise delivered to Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders on or about [                        ], 2017.


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LOGO

Sonus Networks, Inc.
4 Technology Park Drive
Westford, Massachusetts 01886



NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [                  ], 2017



Dear Sonus Networks, Inc. Stockholders:

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Sonus Networks, Inc., a Delaware corporation (which we refer to as Sonus), will be held on [                  ], 2017 at [            ], Eastern time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, located at 60 State Street, Boston, Massachusetts 02109, for the following purposes:

    1.
    to consider and vote upon a proposal (which we refer to as the Sonus merger proposal) to adopt the agreement and plan of merger, dated as of May 23, 2017 (which, as amended or supplemented from time to time, we refer to as the merger agreement), among Sonus, Solstice Sapphire Investments, Inc., a Delaware corporation and wholly owned subsidiary of Sonus (which we refer to as New Solstice), Solstice Sapphire, Inc., a Delaware corporation and wholly owned subsidiary of New Solstice (which we refer to as Solstice Merger Sub), Green Sapphire Investments LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as Cayman Merger Sub), Green Sapphire LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as GB Merger Sub), GENBAND Holdings Company, a Cayman Islands exempted company limited by shares (which we refer to as GENBAND), GENBAND Inc., a Delaware corporation (which we refer to as GB) and GENBAND II, Inc., a Delaware corporation (which we refer to as GB II, and together with GENBAND and GB, the GENBAND parties), and approve the merger (which we refer to as the Sonus merger) of Solstice Merger Sub with and into Sonus, with Sonus surviving the Sonus merger as a wholly owned subsidiary of New Solstice;

    2.
    to consider and vote upon five separate proposals (which we refer to as the Sonus governance-related proposals) relating to the amended and restated certificate of incorporation of New Solstice that, in accordance with the merger agreement, will be approved and adopted by Sonus as the sole stockholder of New Solstice prior to the mergers and will continue to be in effect after the completion of the mergers (which we refer to as the New Solstice charter) and the principal stockholders agreement that we will enter into with certain of the existing principal stockholders of the GENBAND parties upon completion of the mergers. More specifically, the Sonus governance-related proposals relate to (i) the amount and classes of authorized stock, (ii) board size and composition, (iii) removal of directors, (iv) granting preemptive rights to certain of the existing principal stockholders of the GENBAND parties and (v) electing not to be governed by the provisions of Section 203 of the Delaware General Corporation Law;

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    3.
    to consider and vote upon a proposal to permit Sonus to adjourn the special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the special meeting to approve the Sonus merger proposal and the Sonus governance-related proposals; and

    4.
    to consider and vote upon a proposal (which we refer to as the Sonus executive compensation proposal) to approve, by non-binding, advisory vote, certain compensation arrangements for Sonus' named executive officers in connection with the mergers.

        The approval by Sonus stockholders of the Sonus merger proposal and the Sonus governance-related proposals is required to complete the mergers under the terms of the merger agreement. Each of the five Sonus governance-related proposals is cross-conditioned upon the approval by Sonus stockholders of the Sonus merger proposal and each other Sonus governance-related proposal, and completion of the mergers is cross-conditioned on the approval by Sonus stockholders of each of the Sonus governance-related proposals. The approval by Sonus stockholders of the Sonus merger proposal is the only approval of Sonus stockholders required by Delaware law to complete the Sonus merger. The approval of the Sonus governance-related proposals is being sought under Rule 14(a)-4(b) under the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act), which requires certain matters to be presented separately to stockholders for approval. The approval of the Sonus executive compensation proposal is being sought in accordance with Rule 14a-21(c) under the Exchange Act.

        THE SONUS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" EACH PROPOSAL.

        Holders of Sonus common stock of record at the close of business on August 30, 2017 are entitled to vote at the Sonus special meeting, or any adjournment of the Sonus special meeting. At least 10 days prior to the special meeting, a complete list of stockholders of record as of August 30, 2017, will be available for inspection by any stockholder for any purpose germane to the special meeting, during ordinary business hours, at the office of the Corporate Secretary of Sonus, at 4 Technology Park Drive, Westford, Massachusetts 01886.

        Your vote is important.    All Sonus stockholders entitled to notice of, and to vote at, the Sonus special meeting are cordially invited to attend the Sonus special meeting in person. However, to ensure your representation at the Sonus special meeting, please submit your proxy, either by mail, by telephone or through the Internet with voting instructions. The submission of your proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of Sonus common stock entitled to vote who is present at the Sonus special meeting may vote in person instead of by proxy, thereby revoking any previous proxy. A proxy may also be revoked in writing at any time before the vote is taken at the Sonus special meeting. Sonus stockholders will not be entitled to appraisal rights in connection with the Sonus merger.

        We encourage you to read the enclosed joint proxy statement/prospectus carefully, including all its annexes and documents incorporated by reference, including the section entitled "Risk Factors" beginning on page 58 of the enclosed joint proxy statement/prospectus. If you have any questions or need assistance voting your shares, please call Sonus' proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834 (toll free) or (212) 750-5833 (collect).


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LOGO

GENBAND Holdings Company
3605 E. Plano Parkway
Plano, Texas 75074




NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD [                        ], 2017



        Notice is hereby given that an extraordinary general meeting (which we refer to as the Extraordinary General Meeting) of GENBAND Holdings Company, a Cayman Islands exempted company limited by shares (which we refer to as GENBAND), will be held at [                        ] on [                        ], 2017 at [                        ], Central time, to consider and vote upon a proposal to adopt the agreement and plan of merger, dated as of May 23, 2017 (which, as amended or supplemented from time to time, we refer to as the merger agreement), among Sonus Networks, Inc., a Delaware corporation (which we refer to as Sonus), Solstice Sapphire Investments, Inc., a Delaware corporation and wholly owned subsidiary of Sonus (which we refer to as New Solstice), Solstice Sapphire Inc., a Delaware corporation and wholly owned subsidiary of New Solstice (which we refer to as Solstice Merger Sub), Green Sapphire Investments LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as Cayman Merger Sub), Green Sapphire LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as GB Merger Sub), GENBAND, GENBAND Inc., a Delaware corporation (which we refer to as GB), and GENBAND II, Inc., a Delaware corporation (which we refer to as GB II), and approve the merger (which we refer to as the GENBAND merger) of Cayman Merger Sub with and into GENBAND, with GENBAND surviving the GENBAND merger as a wholly owned subsidiary of New Solstice, and associated matters.

        In connection with the proposals above, the Extraordinary General Meeting will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:

    1.
    That the meeting be adjourned, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the Extraordinary General Meeting to adopt the merger agreement in the form presented to the board of directors and approve the merger of Green Sapphire Investments LLC with and into GENBAND Holdings Company, with GENBAND Holdings Company surviving such merger as a wholly owned subsidiary of Solstice Sapphire Investments, Inc.

    2.
    That, as a Special Resolution, GENBAND Holdings Company be authorized to merge with Green Sapphire Investments LLC so that GENBAND Holdings Company be the surviving company and all the undertaking, property and liabilities of Green Sapphire Investments LLC vest in GENBAND Holdings Company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Law (2016 Revision).

    3.
    That, as a Special Resolution, a Plan of Merger in the form presented at the Extraordinary General Meeting (which we refer to as the Plan of Merger) be authorized, approved and confirmed in all respects.

    4.
    That, as a Special Resolution, GENBAND Holdings Company be authorized to enter into the Plan of Merger.

    5.
    That the Plan of Merger be executed by any director or officer of GENBAND Holdings Company (which we refer to individually as an Authorized Person) on behalf of GENBAND Holdings Company and any Authorized Person or Maples and Calder, on behalf of Maples

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      Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands.

    6.
    That, as a Special Resolution, upon the Effective Date (as defined in the Plan of Merger), GENBAND Holdings Company amend and restate its memorandum and articles in the form attached to the Plan of Merger.

    7.
    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to the removal of directors, and that provide for the following, be authorized, approved and confirmed in all respects:

    That, subject to the principal stockholders agreement (which we refer to as the stockholders agreement) to be entered into Solstice Sapphire Investments, Inc. and certain of the existing principal stockholders of GENBAND Holdings Company (which we refer to as the OEP Stockholders) at closing (for so long as the stockholders agreement is in effect), directors may be removed from office at any time, (i) for cause by the affirmative vote of the holders of a majority of voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting together as a single class, or (ii) without cause by (a) subject to clause (b), the affirmative vote of the holders of at least 662/3% of the voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting together as a single class or (b) in the event recommended by at least two-thirds of the total number of authorized directors, including the approval of a majority of the independent directors (as such term is defined in the stockholders agreement), the affirmative vote of the holders of a majority of the voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting as a single class.

    8.
    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to preemptive rights, and that provide for the following, be authorized, approved and confirmed in all respects:

    That, in accordance with the principal stockholders agreement (which we refer to as the stockholders agreement), for so long as the existing principal stockholders of GENBAND Holdings Company (which we refer to as the OEP Stockholders) have a right to designate two or more board designees, each OEP Stockholder will have the right to purchase (in accordance with its pro rata portion) any new voting shares of Solstice Sapphire Investments, Inc. to be issued, provided that the following new issuances will not trigger any preemptive rights: (i) shares issued to employees, consultants, officers and directors of Solstice Sapphire Investments, Inc., pursuant to any arrangement approved by the board or its compensation committee; (ii) shares issued as consideration in the acquisition of another business or assets of another person by Solstice Sapphire Investments, Inc. by merger or purchase of the assets or shares, reorganization or otherwise; (iii) shares issued pursuant to any rights or agreements, including convertible securities, options and warrants, provided, that either (x) the initial sale or grant by Solstice Sapphire Investments, Inc. of such rights or agreements shall have been subject to the preemptive rights under the stockholders agreement, or (y) such rights or agreements existed prior to the closing date of the merger of Solstice Sapphire, Inc. with and into Sonus Networks, Inc. (it being understood that any modification or amendment to any such pre-existing right or agreement subsequent to the closing of the mergers, with the effect of increasing the percentage of Solstice Sapphire Investments, Inc.'s fully-diluted shares underlying such rights agreement shall not be included); (iv) shares issued in connection with any stock split, stock dividend, recapitalization, reclassification or similar event by Solstice Sapphire Investments, Inc.; (v) warrants issued to a lender in a bona fide debt financing; (vi) shares registered under the Securities Act that are issued in an underwritten public offering; (vii) any right, option, or warrant to acquire any security convertible into the securities excluded pursuant to clauses (i) through (vi) above;


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      (viii) any issuance by a subsidiary of Solstice Sapphire Investments, Inc. to Solstice Sapphire Investments, Inc. or a wholly owned subsidiary of Solstice Sapphire Investments, Inc.; and (ix) any issuance as to which the OEP Majority Interest (as defined in the stockholders agreement) (on behalf of the OEP Stockholders) elects to waive the preemptive rights pursuant to the stockholders agreement.

    9.
    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to shareholder approval of mergers and other transactions, and that provide for the following, be authorized, approved and confirmed in all respects:

    That, in accordance with the merger provisions of the Delaware General Corporation Law (which we refer to as the DGCL) and Section 271 of the DGCL, with limited exceptions, a merger, consolidation or sale of substantially all of the assets of a company requires the approval by the board of directors and a majority of the issued and outstanding shares entitled to vote thereon.

    10.
    That all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of the Extraordinary General Meeting by any Authorized Person in connection with the transactions contemplated by the merger of Green Sapphire Investments LLC with and into GENBAND Holdings Company, with GENBAND Holdings Company surviving such merger as a wholly owned subsidiary of Solstice Sapphire Investments, Inc. be and are hereby approved, ratified and confirmed in all respects.

        Pursuant to the Companies Law (2016 Revision) and the Amended and Restated Memorandum and Articles of Association of GENBAND, the Plan of Merger must be authorized by GENBAND and by a shareholder resolution passed by shareholders holding 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Each of proposals 6, 7, 8 and 9 above (which we refer to as the GENBAND governance-related proposals) is cross-conditioned upon the approval by GENBAND shareholders of each of proposals 2, 3, 4, 5 and 10 above (which we refer to as the GENBAND merger proposals) and each other GENBAND governance-related proposal, and completion of the mergers is cross-conditioned on the approval by GENBAND shareholders of each of the GENBAND governance-related proposals. None of the actions contemplated by the GENBAND governance-related proposals will proceed if the GENBAND merger proposals or any of the GENBAND governance-related proposals is not approved by GENBAND shareholders. As a result, a vote against any of the GENBAND governance-related proposals effectively will be a vote against adoption of the merger agreement and the transactions contemplated by the merger agreement. Failure to gain shareholder approval for any of the GENBAND governance-related proposals could cause the mergers not to close or to close later than expected, and/or could cause GENBAND to incur substantial costs and expenses. If the mergers are completed, the provisions of the New Solstice charter and New Solstice's amended and restated bylaws, including the terms of the shares of New Solstice common stock, will become applicable to GENBAND shareholders who continue as New Solstice stockholders as a result of the mergers regardless of whether they vote in favor of the GENBAND merger or any of the GENBAND governance-related proposals.

        THE GENBAND BOARD OF DIRECTORS RECOMMENDS THAT GENBAND SHAREHOLDERS VOTE "FOR" EACH PROPOSAL.

        Holders of GENBAND Class A Shares and GENBAND Class C Shares of record at the close of business on August 31, 2017 are entitled to vote at the Extraordinary General Meeting, or any adjournment of the Extraordinary General Meeting. Holders of record of GENBAND Class B Shares and GENBAND Class E Shares are not entitled to vote shares at the Extraordinary General Meeting. At least ten days prior to the Extraordinary General Meeting, a complete list of shareholders of record as of August 31, 2017, will be available for inspection by any shareholder for any purpose germane to


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the Extraordinary General Meeting, during ordinary business hours, at the office of the Corporate Secretary of GENBAND, at 3605 E. Plano Parkway, Plano, Texas 75074.

        Your vote is important.    All GENBAND shareholders entitled to notice of, and to vote at, the Extraordinary General Meeting are cordially invited to attend the Extraordinary General Meeting in person. However, to ensure your representation at the Extraordinary General Meeting, please submit your proxy by mail with voting instructions. The submission of your proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of GENBAND shares entitled to vote who is present at the Extraordinary General Meeting may vote in person instead of by proxy, thereby revoking any previous proxy. A proxy may also be revoked in writing at any time before the vote is taken at the Extraordinary General Meeting.

        We encourage you to read the enclosed joint proxy statement/prospectus carefully, including all its annexes and documents incorporated by reference, including the section entitled "Risk Factors" beginning on page 58. If you have any questions or need assistance voting your shares, please call GENBAND at (972) 461-7555.


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LOGO

GENBAND Inc.
3605 E. Plano Parkway
Plano, Texas 75074




NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [                        ], 2017



Dear GENBAND Inc. Stockholders:

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of GENBAND Inc., a Delaware corporation (which we refer to as GB), will be held on [                        ], 2017 at [                    ], Central time, at [                    ], for the following purposes:

    1.
    to consider and vote upon a proposal to adopt the agreement and plan of merger, dated as of May 23, 2017 (which, as amended or supplemented from time to time, we refer to as the merger agreement), among Sonus Networks, Inc., a Delaware corporation (which we refer to as Sonus), Solstice Sapphire Investments, Inc., a Delaware corporation and wholly owned subsidiary of Sonus (which we refer to as New Solstice), Solstice Sapphire Inc., a Delaware corporation and wholly owned subsidiary of New Solstice (which we refer to as Solstice Merger Sub), Green Sapphire Investments LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as Cayman Merger Sub), Green Sapphire LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as GB Merger Sub), GENBAND Holdings Company, a Cayman Islands exempted company limited by shares (which we refer to as GENBAND), GB and GENBAND II, Inc., a Delaware corporation (which we refer to as GB II), and approve the merger (which we refer to as the GB merger) of GB with and into GB Merger Sub, with GB Merger Sub surviving the GB merger as a wholly owned subsidiary of New Solstice; and

    2.
    to consider and vote upon a proposal to permit GB to adjourn the special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the special meeting to adopt the merger agreement and approve the GB merger.

        THE GB BOARD OF DIRECTORS RECOMMENDS THAT GB STOCKHOLDERS VOTE "FOR" EACH PROPOSAL.

        Holders of GB common stock of record at the close of business on August 31, 2017 are entitled to vote at the GB special meeting, or any adjournment of the GB special meeting. At least ten days prior to the special meeting, a complete list of stockholders of record as of August 31, 2017, will be available for inspection by any stockholder for any purpose germane to the special meeting, during ordinary business hours, at the office of the Corporate Secretary of GB, at 3605 E. Plano Parkway, Plano, Texas 75074.

        Your vote is important.    All GB stockholders entitled to notice of, and to vote at, the GB special meeting are cordially invited to attend the GB special meeting in person. However, to ensure your representation at the GB special meeting, please submit your proxy by mail with voting instructions. The submission of your proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of GB common stock entitled to vote who is present at the GB special meeting may vote in person instead of by proxy, thereby revoking any previous proxy. A proxy may also be revoked in writing at any time before the vote is taken at the GB special meeting.

        We encourage you to read the enclosed joint proxy statement/prospectus carefully, including all its annexes and documents incorporated by reference, including the section entitled "Risk Factors" beginning on page 58. If you have any questions or need assistance voting your shares, please call GB at (972) 461-7555.


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LOGO

GENBAND II, Inc.
3605 E. Plano Parkway
Plano, Texas 75074




NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [                        ], 2017



Dear GENBAND II, Inc. Stockholders:

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of GENBAND II, Inc., a Delaware corporation (which we refer to as GB II), will be held on [                        ], 2017 at [                    ], Central time, at [                    ], for the following purposes:

    1.
    to consider and vote upon a proposal to adopt the agreement and plan of merger, dated as of May 23, 2017 (which, as amended or supplemented from time to time, we refer to as the merger agreement), among Sonus Networks, Inc., a Delaware corporation (which we refer to as Sonus), Solstice Sapphire Investments, Inc., a Delaware corporation and wholly owned subsidiary of Sonus (which we refer to as New Solstice), Solstice Sapphire Inc., a Delaware corporation and wholly owned subsidiary of New Solstice (which we refer to as Solstice Merger Sub), Green Sapphire Investments LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as Cayman Merger Sub), Green Sapphire LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as GB Merger Sub), GENBAND Holdings Company, a Cayman Islands exempted company limited by shares (which we refer to as GENBAND), GENBAND Inc., a Delaware corporation (which we refer to as GB), and GB II, and approve the merger (which we refer to as the GB II merger) of GB II with and into GB Merger Sub, with GB Merger Sub surviving the GB II merger as a wholly owned subsidiary of New Solstice; and

    2.
    to consider and vote upon a proposal to permit GB II to adjourn the special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the special meeting to adopt the merger agreement and approve the GB II merger.

        THE GB II BOARD OF DIRECTORS RECOMMENDS THAT GB II STOCKHOLDERS VOTE "FOR" EACH PROPOSAL.

        Holders of GB II common stock of record at the close of business on August 31, 2017 are entitled to vote at the GB II special meeting, or any adjournment of the GB II special meeting. At least ten days prior to the special meeting, a complete list of stockholders of record as of August 31, 2017, will be available for inspection by any stockholder for any purpose germane to the special meeting, during ordinary business hours, at the office of the Corporate Secretary of GB II, at 3605 E. Plano Parkway, Plano, Texas 75074.

        Your vote is important.    All GB II stockholders entitled to notice of, and to vote at, the GB II special meeting are cordially invited to attend the GB II special meeting in person. However, to ensure your representation at the GB II special meeting, please submit your proxy by mail with voting instructions. The submission of your proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of GB II common stock entitled to vote who is present at the GB II special meeting may vote in person instead of by proxy, thereby revoking any previous proxy. A proxy may also be revoked in writing at any time before the vote is taken at the GB II special meeting.

        We encourage you to read the enclosed joint proxy statement/prospectus carefully, including all its annexes and documents incorporated by reference, including the section entitled "Risk Factors" beginning on page 58. If you have any questions or need assistance voting your shares, please call GB II at (972) 461-7555.


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EXPLANATORY NOTE

        This joint proxy statement/prospectus relates to the agreement and plan of merger, dated as of May 23, 2017 (which, as amended or supplemented from time to time, we refer to as the merger agreement), among Sonus Networks, Inc., a Delaware corporation (which we refer to as Sonus), Solstice Sapphire Investments, Inc., a Delaware corporation and wholly owned subsidiary of Sonus (which we refer to as New Solstice), Solstice Sapphire, Inc., a Delaware corporation and wholly owned subsidiary of New Solstice (which we refer to as Solstice Merger Sub), Green Sapphire Investments LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as Cayman Merger Sub), Green Sapphire LLC, a Delaware limited liability company and wholly owned subsidiary of New Solstice (which we refer to as GB Merger Sub), GENBAND Holdings Company, a Cayman Islands exempted company limited by shares (which we refer to as GENBAND), GENBAND Inc., a Delaware corporation (which we refer to as GB), and GENBAND II, Inc., a Delaware corporation (which we refer to as GB II, and together with GENBAND and GB, the GENBAND parties).

        Upon the terms and subject to the conditions of the merger agreement (a copy of which is attached to this joint proxy statement/prospectus as Annex A), Sonus, GENBAND, GB and GB II have agreed to effect a strategic combination of their respective businesses under a new holding company, New Solstice (which we refer to as the business combination). Pursuant to the merger agreement:

    Solstice Merger Sub will merge with and into Sonus, with Sonus surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the Sonus merger);

    Cayman Merger Sub will merge with and into GENBAND, with GENBAND surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the GENBAND merger);

    GB will merge with and into GB Merger Sub, with GB Merger Sub surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the GB merger); and

    GB II will merge with and into GB Merger Sub, with GB Merger Sub surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the GB II merger, and together with the GENBAND merger and the GB merger, the GENBAND mergers, and the GENBAND mergers together with the Sonus merger, the mergers).

        In connection with the business combination, among other things, (i) the respective businesses of Sonus, GENBAND, GB and GB II will be held under a new holding company, New Solstice, (ii) existing Sonus stockholders will be entitled to receive one share of common stock, par value $0.0001 per share, of New Solstice (which we refer to as New Solstice common stock), for each share of Sonus common stock held by such holders (which we refer to as the Sonus exchange ratio), and (iii) GENBAND shareholders, GB stockholders and GB II stockholders will be entitled to receive for their shares of common stock or ordinary shares (as applicable) of GENBAND, GB and GB II, in the aggregate, a number of shares of New Solstice common stock that is approximately equal to the number of shares of New Solstice common stock issuable to existing Sonus stockholders pursuant to the merger agreement, allocated among GENBAND shareholders, GB stockholders and GB II stockholders in accordance with the terms of the merger agreement and the GENBAND charter documents, and GENBAND shareholders, other than GB and GB II, will additionally have the right to receive a three-year promissory note issued by New Solstice having an aggregate principal amount of $22.5 million and accruing interest at a rate of 7.5% per year for the first six months after the effective time of the mergers and 10% thereafter (which we refer to as the promissory note).

        Based on Sonus' closing per share price of $6.91 as of August 31, 2017, the shares of New Solstice common stock to be received by Sonus stockholders in connection with the business combination would have an aggregate value of approximately $350.6 million. Based on the current equity capitalization of

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Sonus, it is estimated that GENBAND shareholders, GB stockholders and GB II stockholders, collectively, will be entitled to receive approximately 50.7 million shares of New Solstice common stock. Based on Sonus' closing per share price as of August 31, 2017, the shares of New Solstice common stock to be received by GENBAND shareholders, GB stockholders and GB II stockholders in connection with the business combination would have an aggregate value of approximately $350.6 million.

        This document serves different purposes depending on the stockholders or shareholders to whom it is delivered. With respect to Sonus stockholders, this document serves as:

    a proxy statement for a special meeting of Sonus stockholders being held on [                ], 2017, where Sonus stockholders will vote on, among other things, a proposal to adopt the merger agreement and approve the Sonus merger; and

    a prospectus for the shares of New Solstice common stock that Sonus stockholders will be entitled to receive as a result of the Sonus merger.

        With respect to GENBAND shareholders, this document serves as:

    a proxy statement for an extraordinary general meeting of GENBAND shareholders being held on [                ], 2017, where GENBAND shareholders will vote on, among other things, a proposal to adopt the merger agreement and approve the GENBAND merger; and

    a prospectus for the shares of New Solstice common stock that GENBAND shareholders will be entitled to receive as a result of the GENBAND merger.

        With respect to GB stockholders, this document serves as:

    a proxy statement for a special meeting of GB stockholders being held on [                ], 2017, where GB stockholders will vote on, among other things, a proposal to adopt the merger agreement and approve the GB merger; and

    a prospectus for any shares of New Solstice common stock that GB stockholders may receive as a result of the GB merger.

        With respect to GB II stockholders, this document serves as:

    a proxy statement for a special meeting of GB II stockholders being held on [                ], 2017, where GB II stockholders will vote on, among other things, a proposal to adopt the merger agreement and approve the GB II merger; and

    a prospectus for any shares of New Solstice common stock that GB II stockholders may receive as a result of the GB II merger.

        Unless the context otherwise requires, all references in this joint proxy statement/prospectus to "we," "us," or "our" refer to Sonus and the GENBAND parties.

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ADDITIONAL INFORMATION

        The enclosed joint proxy statement/prospectus incorporates by reference important business and financial information about Sonus from documents that are not included in or delivered with the joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the joint proxy statement/prospectus by requesting them in writing or by telephone from Sonus at the following:

Sonus Networks, Inc.
4 Technology Park Drive
Westford, Massachusetts 01886
Attention: Corporate Secretary
(978) 614-8100

        In addition, if you have questions about the mergers, the extraordinary general meeting or the special meetings, or if you need to obtain copies of the enclosed joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the joint proxy statement/prospectus, please feel free to contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

        You will not be charged for any of the documents you request.

        If you would like to request documents from any of Sonus, GENBAND, GB or GB II, please do so at least five business days before their respective special meetings or extraordinary general meeting (as applicable) or by [                ], 2017, in order to receive them before their respective special meetings or extraordinary general meeting (as applicable).

        Information on the Internet websites of Sonus and GENBAND are not part of the enclosed joint proxy statement/prospectus. You should not rely on that information in deciding whether to adopt the merger agreement and approve the applicable mergers unless that information is in this document or has been incorporated by reference into this document.

        You should only rely on the information contained or incorporated by reference in this document. We have not authorized anyone to provide you with different information. The document is dated [                ], 2017, and you should not assume that information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to any person nor the issuance by New Solstice of shares of its common stock in connection with the transactions contemplated by the merger agreement will create any implications to the contrary. For a more detailed description of the information incorporated by reference in the enclosed joint proxy statement/prospectus and how you may obtain it, see the section entitled "Where You Can Find More Information" beginning on page 349 of the enclosed joint proxy statement/prospectus.

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS

    1  

STRUCTURE OF THE TRANSACTIONS

    21  

SUMMARY

    26  

Parties to the Merger Agreement

    26  

The Mergers and the Merger Agreement

    28  

Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement

    28  

The Voting Agreement

    29  

The Principal Stockholders Agreement

    29  

The Registration Rights Agreement

    29  

The Sonus Special Meeting

    29  

The GENBAND Extraordinary General Meeting

    31  

The GB Special Meeting

    34  

The GB II Special Meeting

    35  

Recommendation of the Sonus Board of Directors

    36  

Recommendation of the GENBAND Board of Directors

    37  

Recommendation of the GB Board of Directors

    37  

Recommendation of the GB II Board of Directors

    37  

Opinions of Sonus' Financial Advisor

    37  

Opinion of GENBAND's Financial Advisor

    38  

Interests of Directors and Executive Officers in the Transactions

    39  

Regulatory Matters Relating to the Transactions

    40  

Treatment of Sonus Equity Awards

    41  

Listing of New Solstice Common Stock on NASDAQ; Delisting and Deregistering of Sonus Common Stock

    42  

Appraisal Rights

    42  

No Solicitation

    43  

Conditions to Completion of the Mergers

    43  

Termination of the Merger Agreement

    43  

Termination Fee Relating to the Mergers

    44  

Comparison of Stockholder Rights

    44  

Material U.S. Federal Income Tax Consequences of the Sonus Merger to U.S. Holders of Sonus Common Stock

    44  

Accounting Treatment

    45  

Litigation Related to the Mergers

    45  

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SONUS

    47  

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF GENBAND

    50  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

    52  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

    53  

HISTORICAL MARKET PRICE OF SONUS COMMON STOCK

    54  

HISTORICAL MARKET PRICE OF GENBAND, GB AND GB II

    55  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    56  

RISK FACTORS

    58  

Risks Relating to the Mergers

    58  

Risks Relating to the Combined Company Following the Mergers

    65  

Risks Relating to Ownership of New Solstice Common Stock

    67  

Risks Relating to Sonus' Business

    69  

Risks Relating to the GENBAND Parties' Business

    69  

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PARTIES TO THE MERGER AGREEMENT

    79  

Sonus Networks, Inc. (Sonus)

    79  

Solstice Sapphire Investments, Inc. (New Solstice)

    79  

Solstice Sapphire, Inc. (Solstice Merger Sub)

    79  

Green Sapphire LLC (GB Merger Sub)

    79  

Green Sapphire Investments LLC (Cayman Merger Sub)

    79  

GENBAND Holdings Company (GENBAND)

    80  

GENBAND Inc. (GB)

    81  

GENBAND II, Inc. (GB II)

    81  

THE SONUS SPECIAL MEETING

    82  

Date, Time and Place

    82  

Purpose

    82  

Recommendation of the Sonus Board

    82  

Record Date; Shares Entitled to Vote

    83  

Quorum

    83  

Vote Required

    84  

Voting by Sonus' Directors and Executive Officers

    84  

How to Submit Your Proxy

    85  

Voting in Person at the Sonus Special Meeting

    85  

Revoking Your Proxy

    85  

Confidential Voting

    86  

Solicitation of Proxies

    86  

Assistance

    86  

SONUS PROPOSALS

    87  

THE GENBAND EXTRAORDINARY GENERAL MEETING

    92  

Date, Time and Place

    92  

Purpose

    92  

Recommendation of the GENBAND Board

    94  

Record Date; Shares Entitled to Vote

    95  

Quorum

    95  

Vote Required

    95  

Voting by GENBAND's Directors and Executive Officers

    97  

How to Submit Your Proxy

    97  

Voting of Proxies

    97  

Revoking Your Proxy

    98  

Attending the Extraordinary General Meeting

    98  

Confidential Voting

    98  

Solicitation of Proxies

    98  

Assistance

    98  

THE GB SPECIAL MEETING

    99  

Date, Time and Place

    99  

Purpose

    99  

Recommendation of the GB Board

    99  

Record Date; Shares Entitled to Vote

    100  

Quorum

    100  

Vote Required

    100  

Voting by GB's Directors and Executive Officers

    100  

How to Submit Your Proxy

    101  

Voting of Proxies

    101  

Revoking Your Proxy

    101  

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Attending the Special Meeting

    101  

Confidential Voting

    102  

Solicitation of Proxies

    102  

Assistance

    102  

THE GB II SPECIAL MEETING

    103  

Date, Time and Place

    103  

Purpose

    103  

Recommendation of the GB II Board

    103  

Record Date; Shares Entitled to Vote

    104  

Quorum

    104  

Vote Required

    104  

Voting by GB II's Directors and Executive Officers

    104  

How to Submit Your Proxy

    105  

Voting of Proxies

    105  

Revoking Your Proxy

    105  

Attending the Special Meeting

    105  

Confidential Voting

    106  

Solicitation of Proxies

    106  

Assistance

    106  

THE MERGERS

    107  

Structure of the Mergers

    107  

Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement

    108  

Background of the Mergers

    110  

Recommendation of the Sonus Board; Sonus' Reasons for the Mergers

    124  

Certain Prospective Financial Information of Sonus and GENBAND

    129  

Opinions of Sonus' Financial Advisor

    134  

Opinion of GENBAND's Financial Advisor

    154  

Recommendation of the GENBAND Board

    167  

Recommendation of the GB Board

    167  

Recommendation of the GB II Board

    168  

Reasons of GENBAND, GB and GB II for the Transactions

    168  

Interests of Directors and Executive Officers in the Transactions

    172  

Regulatory Matters Relating to the Transactions

    185  

Material U.S. Federal Income Tax Consequences of the Sonus Merger to U.S. Holders of Sonus Common Stock

    186  

Accounting Treatment

    188  

Restrictions on Sales of Shares by Certain Affiliates

    189  

Listing of New Solstice Common Stock on NASDAQ

    189  

Delisting and Deregistering of Sonus Common Stock

    190  

Amendment to Sonus By-laws

    190  

Litigation Related to the Mergers

    190  

THE MERGER AGREEMENT

    191  

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

    191  

Structure of the Mergers

    191  

Closing and Effective Times of the Mergers

    193  

Directors and Officers of New Solstice after the Mergers

    194  

Consideration to be Received by Stockholders of Sonus, GENBAND, GB and GB II

    194  

Treatment of Sonus Equity Awards

    194  

Appraisal Rights

    196  

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Exchange of Certificates; No Fractional Shares

    197  

Representations and Warranties

    198  

Covenants and Agreements

    200  

No Solicitation

    202  

Additional Agreements

    205  

Conditions to the Mergers

    208  

Expenses

    210  

Termination

    211  

Termination Fee

    212  

Amendment and Waiver

    212  

Specific Performance; Third-Party Beneficiaries

    212  

OTHER RELATED AGREEMENTS

    214  

Voting Agreement

    214  

Principal Stockholders Agreement

    215  

Registration Rights Agreement

    217  

The Promissory Note

    218  

GENBAND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    219  

MANAGEMENT AND OTHER INFORMATION OF THE COMBINED COMPANY

    251  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

    258  

GENBAND EXECUTIVE AND DIRECTOR COMPENSATION

    273  

CERTAIN BENEFICIAL OWNERS OF SONUS COMMON STOCK

    281  

CERTAIN BENEFICIAL OWNERS OF GENBAND, GB AND GB II

    284  

DESCRIPTION OF NEW SOLSTICE CAPITAL STOCK

    290  

COMPARISON OF STOCKHOLDER RIGHTS

    295  

RELATED PERSON TRANSACTIONS

    338  

APPRAISAL RIGHTS

    339  

Sonus Stockholder Appraisal Rights

    339  

GENBAND Shareholder Dissenter Rights

    339  

GB and GB II Stockholder Appraisal Rights

    340  

EXPERTS

    345  

LEGAL MATTERS

    346  

FUTURE STOCKHOLDER PROPOSALS

    347  

HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

    348  

WHERE YOU CAN FIND MORE INFORMATION

    349  

INDEX TO FINANCIAL STATEMENTS

    FIN-1  

 

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QUESTIONS AND ANSWERS ABOUT
THE MERGERS, THE SPECIAL MEETINGS AND THE EXTRAORDINARY GENERAL MEETING

        The following questions and answers are intended to briefly address some commonly asked questions regarding the mergers and the special meetings and extraordinary general meeting. These questions and answers may not address all questions that may be important to you as a stockholder or shareholder (as applicable) of Sonus, GENBAND, GB or GB II. To better understand these matters, and for a description of the legal terms governing the mergers, you should carefully read this entire joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference in this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus.

About the Mergers

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
Sonus and the GENBAND parties have entered into the merger agreement providing for the business combination of Sonus and the GENBAND parties under a new holding company named Solstice Sapphire Investments, Inc. (which we refer to as New Solstice). Pursuant to the merger agreement, (i) Solstice Merger Sub will merge with and into Sonus, with Sonus surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the Sonus merger); (ii) Cayman Merger Sub will merge with and into GENBAND, with GENBAND surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the GENBAND merger); (iii) GB will merge with and into GB Merger Sub, with GB Merger Sub surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the GB merger); and (iv) GB II will merge with and into GB Merger Sub, with GB Merger Sub surviving the merger as a wholly owned subsidiary of New Solstice (which we refer to as the GB II merger, and together with the GENBAND merger and the GB merger, the GENBAND mergers, and the GENBAND mergers together with the Sonus merger, the mergers). See the section entitled "The Mergers—Structure of the Mergers" beginning on page 107 of this joint proxy statement/prospectus.

As a result of the transactions contemplated by the merger agreement, former Sonus stockholders and GENBAND party shareholders will own shares of New Solstice common stock, and New Solstice will apply to list its common stock for trading on NASDAQ under the symbol "SONS," subject to official notice of issuance. Completion of the transactions contemplated by the merger agreement is conditioned upon, among other things, the approval of Sonus stockholders and the GENBAND party shareholders.

Q:
What are the specific proposals on which I am being asked to vote?

A:
Sonus is holding a special meeting of stockholders (which we refer to as the Sonus special meeting) in order for stockholders to consider and vote upon the following matters:

a proposal (which we refer to as the Sonus merger proposal) to adopt the merger agreement and approve the Sonus merger;

five separate proposals (which we refer to as the Sonus governance-related proposals) relating to the amended and restated certificate of incorporation of New Solstice that will be in effect after the completion of the mergers under the merger agreement (which we refer to as the New Solstice charter) and the principal stockholders agreement that we will enter into with certain of the existing principal stockholders of the GENBAND parties upon completion of the mergers (which we refer to as the OEP Stockholders);

a proposal (which we refer to as the Sonus adjournment proposal) to permit Sonus to adjourn the Sonus special meeting, if necessary, for further solicitation of proxies if there are not

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      sufficient votes at the originally scheduled time of the Sonus special meeting to approve the Sonus merger proposal and the Sonus governance-related proposals; and

    a proposal (which we refer to as the Sonus executive compensation proposal) to approve, by non-binding, advisory vote, certain compensation arrangements for Sonus' named executive officers in connection with the mergers.

    New Solstice, as a result of the mergers, will succeed to and continue to operate, directly or indirectly, the then existing businesses of Sonus, GENBAND, GB and GB II.

    The approval by Sonus stockholders of the Sonus merger proposal and the Sonus governance-related proposals (which we refer to together as the Sonus stockholder approval) is required to complete the mergers under the terms of the merger agreement. Each of the five Sonus governance-related proposals is cross-conditioned upon the approval by Sonus stockholders of the Sonus merger proposal and each other Sonus governance-related proposal, and completion of the mergers is cross-conditioned on the approval by Sonus stockholders of each of the Sonus governance-related proposals. The approval by Sonus stockholders of the Sonus merger proposal is the only approval of Sonus stockholders required by Delaware law to complete the Sonus merger. The approval of the Sonus governance-related proposals is being sought under Rule 14(a)-4(b) under the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act), which requires certain matters to be presented separately to stockholders for approval. The approval of the Sonus executive compensation proposal is being sought in accordance with Rule 14a-21(c) under the Exchange Act.

    GENBAND is holding an extraordinary general meeting of shareholders (which we refer to as the Extraordinary General Meeting) in order to obtain the shareholder approval necessary to, among other things, adopt the merger agreement and the plan of merger related thereto and approve the GENBAND merger (which we refer to as the GENBAND shareholder approval). New Solstice, as a result of the mergers, will succeed to and continue to operate, directly or indirectly, the then existing businesses of Sonus, GENBAND, GB and GB II. GENBAND shareholders will also be asked to approve the adjournment of the Extraordinary General Meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and the plan of merger related thereto and approve the GENBAND merger).

    GB is holding a special meeting of stockholders (which we refer to as the GB special meeting) in order to obtain the stockholder approval necessary to adopt the merger agreement and approve the GB merger (which we refer to as the GB stockholder approval). GB stockholders will also be asked to approve the adjournment of the GB special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and approve the GB merger).

    GB II is holding a special meeting of stockholders (which we refer to as the GB II special meeting) in order to obtain the stockholder approval necessary to adopt the merger agreement and approve the GB II merger (which we refer to as the GB stockholder approval). GB II stockholders will also be asked to approve the adjournment of the GB II special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and approve the GB II merger).

    We will be unable to complete the mergers unless the Sonus and GENBAND party stockholder and shareholder approvals (as applicable) are obtained.

    We have included in this joint proxy statement/prospectus important information about the mergers, the merger agreement (a copy of which is included as Annex A to this joint proxy statement/prospectus) , the Sonus special meeting, the Extraordinary General Meeting, the GB special meeting and the GB II special meeting. You should read this information carefully and in

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      its entirety. The enclosed voting materials allow you to submit your proxy to ensure that your shares are voted at the applicable meeting without attending the Sonus special meeting, the Extraordinary General Meeting, the GB special meeting or the GB II special meeting (as applicable). Your vote is very important and we encourage you to submit your proxy as soon as possible.

Q:
Should I send my share certificates in with my proxy card?

A:
No. After the consummation of the mergers, Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders will receive written instructions from the exchange agent on how to exchange their Sonus common stock, GENBAND ordinary shares (which we refer to as GENBAND shares), GB common stock or GB II common stock (as applicable) for shares of New Solstice common stock. Please do not send your Sonus or GENBAND party stock or share certificates (as applicable) with your proxy.

Q:
What will happen to Sonus stock options and other Sonus stock-based awards if the mergers are completed?

A:
Sonus stock options will generally be treated as follows: (i) each Sonus stock option that is outstanding as of the date that is five business days prior to the closing date of the Sonus merger will become vested in full as of that date (to the extent not previously vested), and the holders of such Sonus stock options will be permitted to exercise such awards on or prior to the date that is three business days prior to the closing date of the Sonus merger; (ii) to the extent not exercised as of the end of day that is three business days prior to the closing date, each Sonus stock option granted under the Sonus Assumed Performance Technologies, Incorporated 2003 Omnibus Incentive Plan, the Sonus Assumed 2008 Network Equipment Technologies Stock Incentive Plan and the Sonus 2012 Amended Performance Technologies Incorporated Omnibus Incentive Plan (which we refer to collectively as the Specified Sonus Plans) will, as of the effective time of the mergers, be assumed by New Solstice and converted into an option to purchase (a) that number of shares of New Solstice common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (y) the number of shares of Sonus common stock subject to such option immediately prior to the effective time of the mergers by (z) the Sonus exchange ratio, (b) at an exercise price per share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (y) the exercise price per share of such option immediately prior to the effective time of the mergers by (z) the Sonus exchange ratio and will otherwise continue to have, and be subject to, the same terms and conditions (including vesting arrangements and other terms and conditions set forth in the applicable plan and option agreement) as in effect immediately prior to the effective time of the mergers; and (iii) effective as of the end of the day that is three business days prior to the closing date of the Sonus merger, all Sonus stock options other than Sonus stock options granted under the Specified Sonus Plans will be cancelled to the extent not exercised as of such time.

Sonus restricted stock units (which we refer to as Sonus RSUs) that are vested by their terms as of immediately prior to the effective time of the mergers (after taking into account any accelerated vesting of the Sonus RSU that occurs by reason of the mergers) will have been settled in shares of Sonus common stock, and each Sonus RSU that is not then vested by its terms (after taking into account any accelerated vesting of the Sonus RSU that occurs by reason of the mergers) and settled in shares of Sonus common stock will, as of the effective time of the mergers, be assumed by New Solstice and converted into a new award of restricted stock units of New Solstice covering a number of shares of New Solstice common stock equal to the product (rounded down to the nearest whole share) of the total number of shares of Sonus common stock then underlying such Sonus RSU multiplied by the Sonus exchange ratio and will otherwise continue to have, and be

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    subject to, the same terms and conditions (including the vesting arrangements (and accelerated vesting arrangements) and other terms and conditions set forth in any applicable plan and award agreement) as in effect immediately prior to the effective time of the mergers.

    Each share of Sonus common stock issued pursuant to an equity compensation plan of Sonus or any of its subsidiaries that is subject to forfeiture or repurchase restrictions (each of which we refer to as a Sonus Restricted Share) that is not vested by its terms (after taking into account any accelerated vesting of the Sonus Restricted Share that occurs by reason of the mergers) will, at the effective time of the mergers, be converted into New Solstice common stock and will otherwise continue to have, and be subject to, the same terms and conditions (including the forfeiture and repurchase restrictions set forth in any applicable plan and award agreement) as in effect immediately prior to the effective time of the mergers.

    With respect to Sonus' Amended and Restated 2000 Employee Stock Purchase Plan, as amended (which we refer to as the Sonus ESPP), if the effective time of the mergers occurs on or before the "Purchase Date" relating to the applicable "Offering Period" in effect on the date of the merger agreement (as such terms are defined in the Sonus ESPP) and there are options granted under the Sonus ESPP (which we refer to as ESPP options) then outstanding with respect to such Offering Period, the Sonus board of directors will provide a "New Purchase Date" (as defined in the Sonus ESPP) for such Offering Period, and any ESPP options will automatically be exercised on the New Purchase Date pursuant to the terms of the Sonus ESPP. If the effective time occurs after the exercise date relating to the applicable Offering Period in effect on the date of the merger agreement, the board of directors of Sonus will timely suspend the Sonus ESPP as of immediately following the exercise date relating to such Offering Period. All shares of Sonus common stock due upon exercise of ESPP options will be issued prior to the effective time of the mergers and no ESPP options will be outstanding as of the effective time of the mergers.

Q:
What will happen to GENBAND party equity awards if the mergers are completed?

A:
All outstanding GENBAND shares, including the GENBAND Class B Shares and GENBAND Class E Shares, will be converted into shares of New Solstice common stock and a portion of the promissory note as further described in "Other Related Agreements—The Promissory Note" beginning on page 218 of this joint proxy statement/prospectus. The number of shares of New Solstice common stock and the portion of the promissory note received in respect of each GENBAND Class B Share and GENBAND Class E Share will be determined based on the value of the merger consideration. See the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement—GENBAND Party Mergers" on page 109 of this joint proxy statement/prospectus for more information.

In addition to any shares of New Solstice common stock received in respect of GENBAND Class B Shares and GENBAND Class E Shares, certain employees and directors who hold GENBAND Class E Shares are also eligible to receive additional payments upon consummation of the mergers, in the form of shares of New Solstice common stock. The number of shares of New Solstice common stock to be received by each applicable employee and director will equal the number necessary so that, immediately following the mergers, such employee or director has received an aggregate number of shares of New Solstice common stock, either directly in respect of his or her GENBAND Class E Shares or through this additional payment, equal to the number that would have been received in respect of such employee's or director's GENBAND Class E Shares if the fair value of GENBAND equaled approximately $600 million as of the consummation of the mergers. If the actual fair value of GENBAND equals or exceeds approximately $600 million as of the consummation of the mergers, no additional payment (as described in this paragraph) will be paid to any executive officers or directors. All outstanding GENBAND phantom Class B Shares and GENBAND phantom Class E Shares shall be terminated in exchange

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    for a cash payment. Such payment with respect to each GENBAND phantom Class B Share and GENBAND phantom Class E Share shall be equal to the amount of the distributions (as described above), if any, that would be received by a holder with respect to a GENBAND Class B Share or GENBAND Class E Share that is comparable to such GENBAND phantom Class B Share or GENBAND phantom Class E Share. If the comparable GENBAND Class B Share or GENBAND Class E Share does not receive any consideration in the GENBAND merger, the GENBAND phantom Class B Share or GENBAND phantom Class E Share, as applicable, will be terminated for no consideration.

    All options to purchase shares in GB (which we refer to as the GB Options) that are outstanding as of the consummation of the GB merger will terminate and cease to be outstanding immediately following the GB merger pursuant to the GB Amended and Restated 1999 Stock Option/Stock Issuance Plan.

Q:
What conditions must be satisfied to complete the mergers?

A:
Sonus and the GENBAND parties are not required to complete the mergers unless a number of conditions are satisfied or waived. These conditions include, among others: (i) receipt of the Sonus stockholder approval, GENBAND shareholder approval, GB stockholder approval and GB II stockholder approval; (ii) the authorization for listing by NASDAQ of the New Solstice common stock to be issued as consideration in the mergers; (iii) the expiration or termination of the HSR waiting period; (iv) the absence of any law or order from any court or governmental entity prohibiting or making unlawful the consummation of the transactions contemplated by the merger agreement; (v) the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (vi) the receipt by Sonus and GENBAND of certain tax opinions.

For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the mergers and the other transactions contemplated by the merger agreement, see the section entitled "The Merger Agreement—Conditions to the Mergers" beginning on page 208 of this joint proxy statement/prospectus.

Q:
What happens if the mergers are not consummated?

A:
If any of the Sonus stockholder approval, the GENBAND shareholder approval, the GB stockholder approval and the GB II stockholder approval is not obtained, the mergers would not be consummated and the Sonus and GENBAND party shareholders will not receive the merger consideration. Instead, Sonus, GENBAND, GB and GB II would remain independent companies, Sonus common stock would continue to be listed and traded on NASDAQ and Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders would continue to be subject to the same risks and opportunities to which they are currently subject with respect to their ownership of Sonus common stock, GENBAND shares and GB or GB II common stock (as applicable). Under specified circumstances, Sonus may be required to pay a termination fee of $14.5 million to GENBAND if the merger agreement is terminated. See the section entitled "The Merger Agreement—Termination Fee" beginning on page 212 of this joint proxy statement/prospectus.

Q:
What vote is required to approve each Sonus proposal?

A:
Sonus Merger Proposal. Approval of the Sonus merger proposal requires the affirmative vote of holders of a majority of the shares of Sonus common stock outstanding and entitled to vote. Accordingly, a Sonus stockholder's failure to submit a proxy card or to vote in person at the Sonus special meeting, an abstention from voting, or the failure of a Sonus stockholder who holds

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    his or her shares in "street name" through a broker, bank or other nominee to give voting instructions to such broker, bank or other nominee, will have the same effect as voting "AGAINST" the Sonus merger proposal.

    Sonus Governance-Related Proposals. Approval of each of the Sonus governance-related proposals requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on such Sonus governance-related proposal. Accordingly, abstentions with respect to any Sonus governance-related proposal will have the same effect as voting "AGAINST" such Sonus governance-related proposal, while shares not in attendance at the Sonus special meeting and broker non-votes (if any) will have no effect on the outcome of the vote on any Sonus governance-related proposal.

    Sonus Adjournment Proposal. Approval of the Sonus adjournment proposal (if necessary to solicit additional proxies if there are not sufficient votes to approve the Sonus merger proposal and the Sonus governance-related proposals) requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on the Sonus adjournment proposal. Accordingly, abstentions will have the same effect as voting "AGAINST" the Sonus adjournment proposal, while shares not in attendance at the Sonus special meeting and broker non-votes (if any) will have no effect on the outcome of any vote on the Sonus adjournment proposal.

    Sonus Executive Compensation Proposal. In accordance with Rule 14a-21(c) under the Exchange Act, Sonus is providing its stockholders with the opportunity to approve the Sonus executive compensation proposal. Approval of the Sonus executive compensation proposal requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on the Sonus executive compensation proposal. Accordingly, abstentions will have the same effect as voting "AGAINST" the Sonus executive compensation proposal, while shares not in attendance at the Sonus special meeting and broker non-votes (if any) will have no effect on the outcome of the vote on the Sonus executive compensation proposal.

Q:
What are the recommendations of the Sonus board of directors?

A:
The Sonus board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the Sonus merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the Sonus merger, are advisable, fair to, and in the best interests of, Sonus and its stockholders, (iii) directed that the Sonus merger and the merger agreement be submitted to Sonus stockholders for approval and adoption, (iv) recommended that Sonus stockholders approve the Sonus merger and adopt the merger agreement, and (v) declared that the merger agreement is advisable.

The Sonus board unanimously recommends that Sonus stockholders vote:

"FOR" the Sonus merger proposal;

"FOR" each of the Sonus governance-related proposals;

"FOR" the Sonus adjournment proposal; and

"FOR" the Sonus executive compensation proposal.

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Q:
What vote is required by GENBAND to adopt the merger agreement and approve the transactions contemplated thereby?

A:
Proposal to Permit the GENBAND Board to Adjourn the Extraordinary General Meeting.    Adjourning the Extraordinary General Meeting requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Proposal to Approve the GENBAND Merger.    Approving the GENBAND merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Proposal to Authorize, Approve and Confirm the Plan of Merger.    Authorizing, approving and confirming the Plan of Merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Proposal to Authorize Entry into the Plan of Merger.    Authorizing entry by GENBAND into the Plan of Merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Proposal to Authorize Execution and Filing of Plan of Merger.    Authorizing the execution by any director or officer of GENBAND (which we refer to individually as an Authorized Person) on behalf of GENBAND and authorizing any Authorized Person or Maples and Calder, on behalf of Maples Corporate Services Limited, to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Proposal to Amend and Restate the GENBAND Articles of Association.    Authorizing the amendment and restatement of the Amended and Restated Memorandum and Articles of Association of GENBAND (adopted by special resolution dated 30 July 2013) (which we refer to as the GENBAND Articles of Association), in the form attached to the Plan of Merger (a copy of which is attached to this joint proxy statement/prospectus as Annex B), requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to the Removal of Directors.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to the removal of directors requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to Preemptive Rights.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to preemptive rights requires the affirmative vote of holders of more than

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    50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

    Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to Shareholder Approval of Mergers and Other Transactions.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to shareholder approval of mergers and other transactions requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

    Proposal to Approve, Ratify and Confirm Actions Taken and Documents Delivered in Connection with the Transactions.    Authorizing all actions taken and any documents or agreements executed, signed or delivered by any Authorized Person in connection with the transactions contemplated by the GENBAND merger requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

Q:
What vote is required by GB to adopt the merger agreement and approve the transactions contemplated thereby?

A:
Proposal to Approve the GB Merger and Adopt the Merger Agreement by GB Stockholders.    Approving the GB merger and adopting the merger agreement requires the affirmative vote of holders of a majority of the shares of GB common stock outstanding and entitled to vote.

Proposal to Adjourn the GB Special Meeting.    Approving the proposal to adjourn the GB special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB merger and adopt the merger agreement) requires the affirmative vote of holders of a majority in voting power of the shares of GB common stock present in person, or represented by proxy, and entitled to vote on the adjournment proposal.

Q:
What vote is required by GB II to adopt the merger agreement and approve the transactions contemplated thereby?

A:
Proposal to Approve the GB II Merger and Adopt the Merger Agreement by GB II Stockholders. Approving the GB II merger and adopting the merger agreement requires the affirmative vote of holders of a majority of the shares of GB II common stock outstanding and entitled to vote.

Proposal to Adjourn the GB II Special Meeting.    Approving the proposal to adjourn the GB II special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB II merger and adopt the merger agreement) requires the affirmative vote of holders of a majority in voting power of the shares of GB II common stock present in person, or represented by proxy, and entitled to vote on the adjournment proposal.

Q:
What are the recommendations of the GENBAND parties' boards of directors?

A:
The GENBAND board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the GENBAND merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the GENBAND merger, are advisable and in the best interests of, GENBAND and its shareholders, (iii) directed that the GENBAND merger and the merger agreement be submitted to GENBAND shareholders for

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    approval, (iv) recommended that GENBAND shareholders approve the GENBAND merger and the merger agreement, and (v) declared that the merger agreement is advisable.

    The GENBAND board recommends that GENBAND shareholders vote:

    "FOR" the proposal to permit the GENBAND board to adjourn the Extraordinary General Meeting;

    "FOR" the proposal to merge Cayman Merger Sub with and into GENBAND;

    "FOR" the proposal to authorize, approve and confirm the Plan of Merger;

    "FOR" the proposal to authorize entry into the Plan of Merger;

    "FOR" the proposal to authorize execution and filing of the Plan of Merger;

    "FOR" the proposal to amend and restate the GENBAND Articles of Association;

    "FOR" the proposal to authorize, approve and confirm certain provisions in the certificate of incorporation of Solstice Sapphire Investments, Inc. relating to the removal of directors;

    "FOR" the proposal to authorize, approve and confirm certain provisions in the certificate of incorporation of Solstice Sapphire Investments, Inc. relating to preemptive rights;

    "FOR" the proposal to authorize, approve and confirm certain provisions in the certificate of incorporation of Solstice Sapphire Investments, Inc. relating to shareholder approval of mergers and other transactions; and

    "FOR" the proposal to approve, ratify and confirm actions taken and documents delivered in connection with the transactions.

    The GB board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the GB merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the GB merger, are advisable and in the best interests of, GB and its stockholders, (iii) directed that the GB merger and the merger agreement be submitted to GB stockholders for approval and adoption, (iv) recommended that GB stockholders approve the GB merger and adopt the merger agreement, and (v) declared that the merger agreement is advisable.

    The GB board recommends that GB stockholders vote:

    "FOR" the proposal to approve the GB merger and adopt the merger agreement; and

    "FOR" the proposal to approve the adjournment of the GB special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to approve the GB merger and adopt the merger agreement).

    The GB II board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the GB II merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the GB II merger, are advisable and in the best interests of, GB II and its stockholders, (iii) directed that the GB II merger and the merger agreement be submitted to GB II stockholders for approval and adoption, (iv) recommended that GB II stockholders approve the GB II merger and adopt the merger agreement, and (v) declared that the merger agreement is advisable.

    The GB II board recommends that GB II stockholders vote:

    "FOR" the proposal to approve the GB II merger and adopt the merger agreement; and

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    "FOR" the proposal to approve the adjournment of the GB II special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to approve the GB II merger and adopt the merger agreement).

Q:
When do you expect the mergers and the other transactions contemplated by the merger agreement to be completed?

A:
Sonus and the GENBAND parties are working to complete the mergers and the other transactions contemplated by the merger agreement as soon as possible, and we anticipate that they will occur in October 2017. However, the mergers and the other transactions contemplated by the merger agreement are subject to regulatory approval and other conditions which are described in more detail in this joint proxy statement/prospectus, and it is possible that factors outside the control of Sonus and the GENBAND parties could result in the mergers being completed at a later time, or not at all.

Q:
Are Sonus stockholders entitled to appraisal rights?

A:
No. Under the Delaware General Corporation Law (which we refer to as the DGCL), Sonus stockholders do not have appraisal rights in connection with the Sonus merger.

Q:
Are GENBAND shareholders entitled to appraisal rights?

A:
With respect to the GENBAND merger, the Companies Law (2016 Revision) provides for a right of dissenting stockholders, in certain situations, to be paid the fair value of their shares upon their dissenting to the merger if they follow a prescribed procedure as further discussed in the section entitled "Appraisal Rights" beginning on page 339 of this joint proxy statement/prospectus. Notwithstanding the foregoing, in accordance with the Fifth Amended and Restated Stockholders Agreement, dated as of July 30, 2013 and as amended, by and among GENBAND, GB, GB II and AN Holdings, Inc., and other certain holders of GENBAND, GB, GB II and AN Holdings, Inc. shares (which we refer to as the GENBAND Stockholders Agreement), certain affiliates of One Equity Partners, a majority shareholder of GENBAND (which we refer to as OEP), have the right to cause stockholders or shareholders (as applicable) of the GENBAND parties holding a majority of shares to vote in favor of the approval of the GENBAND mergers. If OEP exercises this right, then a majority of the shareholders or stockholders (as applicable) of the GENBAND parties would be required to waive their dissenter's rights, appraisal rights or similar rights in connection with the GENBAND mergers. See the section entitled "Appraisal Rights" beginning on page 339 of this joint proxy statement/prospectus for further discussion of appraisal rights of GENBAND shareholders.

Q:
Are GB stockholders and GB II stockholders entitled to appraisal rights?

A:
As a statutory matter appraisal rights are available with respect to the GB merger and the GB II merger under Section 262 of the DGCL. However, under the terms of the GENBAND Stockholders Agreement, OEP has the right to require GB and GB II stockholders holding a majority of common stock of GB and GB II, respectively, to vote in favor of the GB merger or the GB II merger, respectively. To the extent a GB stockholder or GB II stockholder does not vote in favor of (or return a separate proxy voting in favor of) the adoption of the merger agreement and the approval of the GB merger or GB II merger, as applicable, OEP may exercise the proxy granted to it by the GENBAND Stockholders Agreement to vote any such stockholder's shares in favor of the adoption of the merger agreement and the approval of the GB merger or GB II merger, as applicable. Under Section 262 of the DGCL, only stockholders who do not vote in favor of a merger are entitled to exercise appraisal rights in connection therewith. Accordingly, any stockholder whose shares are voted in favor of the GB merger or the GB II merger, including

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    pursuant to the provisions of the GENBAND Stockholders Agreement, will not be entitled to exercise appraisal rights in connection with such mergers. See the section entitled "Appraisal Rights" beginning on page 339 of this joint proxy statement/prospectus for further discussion of appraisal rights of GB stockholders and GB II stockholders.

Q:
If the mergers are completed, when can Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders expect to receive the merger consideration?

A:
At the effective time of the Sonus merger, any shares of Sonus common stock held by you will automatically convert into the right to receive the number of shares of New Solstice common stock approximately equal to the number of shares of Sonus common stock that you owned immediately prior to the completion of the Sonus merger.

At the effective time of the GENBAND merger, any GENBAND shares held by you will, subject to the terms of the merger agreement and the GENBAND charter documents, automatically convert into the right to receive a portion of a share of New Solstice common stock and such share's portion of the promissory note issued by New Solstice to shareholders of GENBAND that the holder of such GENBAND share is entitled to receive as further described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement" beginning on page 108 of this joint proxy statement/prospectus.

At the effective time of the GB merger, any shares of GB common stock held by you will, subject to the terms of the merger agreement and the GENBAND charter documents, automatically convert into the right to receive the number of shares of New Solstice common stock approximately equal to the number of shares of GB common stock that you owned immediately prior to the completion of the GB merger multiplied by the exchange ratio described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement" beginning on page 108 of this joint proxy statement/prospectus.

At the effective time of the GB II merger, any shares of GB II common stock held by you will, subject to the terms of the merger agreement and the GENBAND charter documents, automatically convert into the right to receive the number of shares of New Solstice common stock approximately equal to the number of shares of GB II common stock that you owned immediately prior to the completion of the GB II merger multiplied by the exchange ratio described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement" beginning on page 108 of this joint proxy statement/prospectus.

After the mergers are completed, New Solstice will cause the exchange agent to mail to (i) each holder of record of one or more certificates representing shares of Sonus common stock, GB common stock or GB II common stock one or more letters of transmittal and instructions for effecting the surrender of the certificates in exchange for New Solstice certificates and cash in lieu of fractional shares, if any, and upon surrender of a certificate for cancellation, the holder of such certificate will be entitled to receive in exchange therefor a New Solstice certificate representing that number of shares of New Solstice common stock to which the holder thereof is entitled, together with a check for the cash to be paid in lieu of fractional shares, if any; (ii) each holder of record of shares of Sonus common stock represented (immediately prior to the effective time of the Sonus merger) by book-entry on the records of Sonus or Sonus' transfer agent, on behalf of New Solstice, notice that such holder has become the holder of record of the same number of shares of New Solstice common stock, together with a check for the cash to be paid in lieu of fractional shares, if any; and (iii) each holder of record of GENBAND shares one or more letters

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    of transmittal which shall be in customary form for a Cayman Islands-incorporated company and instructions for effecting the surrender of the certificates, if any, in exchange for New Solstice certificates and cash in lieu of fractional shares, if any, and in the case of GENBAND shares not represented by a certificate or certificates such other documents as may be required in exchange for the applicable New Solstice certificates, if any, and upon either the surrender of a GENBAND certificate for cancellation to the exchange agent, or with respect to uncertificated GENBAND shares, confirmation by GENBAND that the uncertificated GENBAND shares have been cancelled, in each case together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such GENBAND shares will be entitled to receive in exchange therefor a New Solstice certificate representing that number of shares of New Solstice common stock to which the holder thereof is entitled, together with a check for the cash to be paid in lieu of fractional shares, if any.

Q:
As a GENBAND shareholder, GB stockholder or GB II stockholder, will I receive any distribution from the merger consideration?

A:
As further described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement—GENBAND Party Mergers" beginning on page 109 of this joint proxy statement/prospectus, the distribution of merger consideration to the holders of GENBAND shares, GB common stock and GB II common stock is subject to the liquidation waterfall as set forth in Article 5.2 of the GENBAND Articles of Association attached as Annex C to this joint proxy statement/prospectus. The consideration amount distributed to the shareholders of the GENBAND parties is to be calculated according to this waterfall and, depending on the final total consideration on the closing date of the mergers, the merger consideration distributed to certain shareholders may be zero. Under the merger agreement, GENBAND shareholders, other than GB and GB II, will also have the right to receive a three-year promissory note issued by New Solstice as described in the section entitled "Other Related Agreements—The Promissory Note" beginning on page 218 of this joint proxy statement/prospectus. Consideration from the promissory note will be distributed to GENBAND shareholders, other than GB and GB II, in accordance with the waterfall. Pursuant to the terms of the merger agreement, GB and GB II stockholders are not entitled to receive any consideration under the promissory note.

Q:
What happens if I sell my shares of Sonus common stock, GB common stock or GB II common stock or my GENBAND shares after the applicable special meeting or extraordinary general meeting, but before the effective time of the mergers?

A:
If you transfer your shares of Sonus common stock, GB common stock or GB II common stock or your GENBAND shares after the Sonus, GENBAND, GB or GB II special meeting or extraordinary general meeting, respectively, but before the effective time of the mergers, you will have transferred the right to receive the applicable merger consideration. In order to receive the applicable merger consideration, you must hold your shares of Sonus common stock, GB common stock or GB II common stock or your GENBAND shares through the completion of the mergers and the other transactions contemplated by the merger agreement.

Q:
What if I hold shares in both Sonus and one or more of the GENBAND parties, or in more than one of the GENBAND parties?

A:
If you are a stockholder in both Sonus and one or more of the GENBAND parties, or in more than one of the GENBAND parties, you will receive two or more separate packages of voting materials. A vote cast as a Sonus stockholder for any Sonus proposal will not constitute a vote cast as a GENBAND shareholder for the proposal to adopt the merger agreement and approve the

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    GENBAND merger, or vice versa. Similarly, a vote cast as a GENBAND shareholder for the proposal to adopt the merger agreement and approve the GENBAND merger will not constitute a vote cast as a GB or GB II stockholder for the proposal to adopt the merger agreement and approve the GB or GB II merger, or vice versa. Therefore, please mark, sign, date and return the proxy cards you receive from Sonus, GENBAND, GB and/or GB II, or submit proxies as a Sonus stockholder over the Internet or by telephone.

About the Sonus Special Meeting

Q:
Who is soliciting my proxy?

A:
The Sonus board is providing these Sonus proxy materials to you. These materials also constitute a prospectus with respect to the New Solstice common stock issuable to Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders in connection with the mergers.

Q:
When and where will the Sonus special meeting be held?

A:
The Sonus special meeting will be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, located at 60 State Street, Boston, Massachusetts 02109 on [                  ], 2017, at [                  ], Eastern time, unless the special meeting is adjourned.

Q:
Who is entitled to vote at the Sonus special meeting?

A:
Sonus has fixed August 30, 2017 as the record date for the Sonus special meeting (which we refer to as the Sonus record date). If you were a Sonus stockholder at the close of business on the Sonus record date, you are entitled to vote on matters that come before the Sonus special meeting or any adjournments thereof. However, a Sonus stockholder may only vote his, her or its shares if such holder is present in person or is represented by proxy at the Sonus special meeting.

Q:
How many votes do I have?

A:
Sonus stockholders are entitled to one vote at the Sonus special meeting for each share of Sonus common stock held of record as of the Sonus record date. As of the close of business on the Sonus record date, there were 51,770,801 shares of Sonus common stock outstanding (which includes 2,062,419 unvested shares underlying restricted stock grants that are not considered to be outstanding for accounting purposes) and entitled to vote at the Sonus special meeting.

At the close of business on the Sonus record date, the directors and executive officers of Sonus and certain of their affiliates were entitled to vote approximately 2,674,065 shares of Sonus common stock, or 5.17% of the shares of Sonus common stock outstanding on that date. Approval of the Sonus merger proposal requires the affirmative vote of the holders of a majority of the total issued and outstanding shares of Sonus common stock on the record date. We currently expect that Sonus' directors and executive officers will vote their shares in favor of each of the proposals to be considered at the Sonus special meeting, although none of them has entered into any agreement obligating them to do so.

Q:
My shares are held in "street name" by my broker. Will my broker automatically vote my shares for me?

A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial holder" of the shares held for you in what is known as "street name." If this is the case, this joint proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your

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    broker, bank, nominee or other holder of record as to how to vote your shares. If you do not provide voting instructions to your broker, bank or other nominee on a particular proposal on which your broker, bank or other nominee does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a "broker non-vote." Because brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals described in this joint proxy statement/prospectus, if you, as a beneficial owner of shares of Sonus common stock held in "street name," do not give voting instructions to the broker, bank, nominee or other holder of record, then those shares will not be voted on any of the proposals described in this joint proxy statement/prospectus and will have the same effect as voting "AGAINST" the Sonus merger proposal, and will have no effect on the outcome of any vote on any of the Sonus governance-related proposals, the Sonus adjournment proposal and the Sonus executive compensation proposal. If you hold shares of Sonus common stock through a broker, bank, nominee or other holder of record with custody of your shares, follow the voting instructions you receive from that organization.

Q:
What do I need to do now?

A:
You should read and consider the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, carefully and then please submit your proxy as soon as possible so that your shares may be represented and voted at the Sonus special meeting.

Q:
How do Sonus stockholders vote?

A:
You can vote in person by completing a ballot at the Sonus special meeting, or you can submit your proxy to have your shares of Sonus common stock voted by proxy at the Sonus special meeting. Even if you plan to attend the Sonus special meeting, we encourage you to submit your proxy as soon as possible. After carefully reading and considering the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, please submit your proxy by telephone or over the Internet in accordance with the instructions set forth on the enclosed proxy card, or mark, sign and date the proxy card, and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be voted at the Sonus special meeting. For detailed information, see the section entitled "The Sonus Special Meeting—How to Submit Your Proxy" beginning on page 85 of this joint proxy statement/prospectus. YOUR VOTE IS VERY IMPORTANT.

Q:
Can I change my vote after I have submitted a proxy by telephone or over the Internet or submitted my completed proxy card?

A:
Yes. You may revoke your proxy and change your vote at any time before the polls close at the Sonus special meeting. You may do this by signing and submitting a new proxy card (or revocation) with a later date, submitting a proxy by telephone or submitting a proxy over the Internet (your latest telephone or Internet proxy is counted) or by attending the Sonus special meeting and voting in person. Attending the Sonus special meeting by itself, however, will not revoke your proxy unless you specifically request it.

If you have instructed your broker, bank or other nominee to vote your shares, you must follow directions received from your broker, bank or other nominee to change your vote.

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Q:
What should Sonus stockholders do if they receive more than one set of voting materials for the Sonus special meeting?

A:
You may receive more than one set of voting materials for the Sonus special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. Please complete, sign, date and return each proxy card and voting instruction card that you receive. For example, if you hold your shares of Sonus common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card.

Q:
Who should I call if I have questions about the proxy materials or voting procedures?

A:
If you have questions about the mergers or the special meetings, or if you need to obtain copies of this joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the joint proxy statement/prospectus, please feel free to contact Sonus' proxy solicitor, Innisfree M&A Incorporated, by mail at 501 Madison Avenue, 20th Floor, New York, New York 10022, or by telephone at (888) 750-5834 (toll free) or (212) 750-5833 (collect).

If your shares are held in a stock brokerage account or by a broker, bank, nominee or other holder of record, you should contact your broker, bank, nominee or other holder of record for additional information about proxy materials or voting procedures.

About the GENBAND Extraordinary General Meeting

Q:
Who is soliciting my proxy?

A:
The GENBAND board is providing these GENBAND proxy materials to you. These materials also constitute a prospectus with respect to the New Solstice common stock issuable to Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders in connection with the mergers.

Q:
When and where will the Extraordinary General Meeting be held?

A:
The Extraordinary General Meeting will be held at the offices of GENBAND, located at 3605 E. Plano Parkway, Plano, Texas 75074 on [                  ], 2017, at [                  ], Central time, unless the meeting is adjourned or postponed.

Q:
Who is entitled to vote at the Extraordinary General Meeting?

A:
GENBAND has fixed August 31, 2017 as the record date for the Extraordinary General Meeting (which we refer to as the GENBAND record date). If you were a GENBAND shareholder at the close of business on the GENBAND record date, you are entitled to vote on matters that come before the Extraordinary General Meeting or any adjournments or postponements thereof. However, a GENBAND shareholder may only vote his, her or its shares if such holder is present in person or is represented by proxy at the Extraordinary General Meeting.

Q:
How many votes do I have?

A:
Holders of GENBAND Class A Shares and GENBAND Class C Shares are entitled to one vote at the Extraordinary General Meeting for each GENBAND Class A Share and GENBAND Class C Share held of record as of the GENBAND record date. As of the close of business on the GENBAND record date, there were 1,693,357,175 GENBAND Class A Shares outstanding and 4,872,903,160 GENBAND Class C Shares outstanding.

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    At the close of business on the GENBAND record date, the directors and executive officers of GENBAND and certain of their affiliates were entitled to vote 97,834 GENBAND shares entitled to vote at the Extraordinary General Meeting, or less than one percent of the GENBAND shares outstanding and entitled to vote on that date. Adoption of the merger agreement and the Plan of Merger and approval of the GENBAND merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger. We currently expect that GENBAND's directors and executive officers will vote their shares in favor of each of the proposals to be considered at the Extraordinary General Meeting, although none of them has entered into any agreement obligating them to do so.

Q:
What do I need to do now?

A:
You should read and consider the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, carefully and then please submit your proxy as soon as possible so that your shares may be represented and voted at the Extraordinary General Meeting.

Q:
How do GENBAND shareholders vote?

A:
You can vote in person by completing a ballot at the Extraordinary General Meeting, or you can submit your proxy to have your GENBAND shares voted by proxy at the Extraordinary General Meeting. Even if you plan to attend the Extraordinary General Meeting, we encourage you to submit your proxy as soon as possible. After carefully reading and considering the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, please mark, sign and date the proxy card, and return it in the enclosed postage-paid envelope to Continental Stock Transfer & Trust Company, GENBAND's tabulation agent, at One State Street Plaza, 30th Floor, New York, NY 10004-1561, as soon as possible so that your shares may be voted at the Extraordinary General Meeting. For detailed information, see the section entitled "The GENBAND Extraordinary General Meeting—How to Submit Your Proxy" beginning on page 97 of this joint proxy statement/prospectus.

Q:
Can I change my vote after I have submitted my completed proxy card?

A:
Yes. You may revoke your proxy and change your vote at any time before the polls close at the Extraordinary General Meeting. You may do this by signing and submitting a new proxy card (or revocation) with a later date or by attending the Extraordinary General Meeting and voting in person. Attending the Extraordinary General Meeting by itself, however, will not revoke your proxy unless you specifically request it.

If you have instructed your broker, bank or other nominee to vote your shares, you must follow directions received from your broker, bank or other nominee to change your vote.

Q:
What should GENBAND shareholders do if they receive more than one set of voting materials for the Extraordinary General Meeting?

A:
You may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. Please complete, sign, date and return each proxy card and voting instruction card that you receive. For example, if you hold GENBAND shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account

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    in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card.

Q:
Who should I call if I have questions about the proxy materials or voting procedures?

A:
If you have questions about the mergers or the Extraordinary General Meeting, or if you need to obtain copies of this joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the joint proxy statement/prospectus, please feel free to contact GENBAND by mail at 3605 E. Plano Parkway, Plano, Texas 75074 or by telephone at (972) 461-7555.

If your shares are held in a stock brokerage account or by a broker, bank, nominee or other holder of record, you should contact your broker, bank, nominee or other holder of record for additional information about proxy materials or voting procedures.

About the GB Special Meeting

Q:
Who is soliciting my proxy?

A:
The GB board is providing these GB proxy materials to you. These materials also constitute a prospectus with respect to the New Solstice common stock issuable to Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders in connection with the mergers.

Q:
When and where will the GB special meeting be held?

A:
The GB special meeting will be held at the offices of GB, located at 3605 E. Plano Parkway, Plano, Texas 75074 on [                  ], 2017, at [                  ], Central time, unless the special meeting is adjourned.

Q:
Who is entitled to vote at the GB special meeting?

A:
GB has fixed August 31, 2017 as the record date for the GB special meeting (which we refer to as the GB record date). If you were a GB stockholder at the close of business on the GB record date, you are entitled to vote on matters that come before the GB special meeting or any adjournments thereof. However, a GB stockholder may only vote his, her or its shares if such holder is present in person or is represented by proxy at the GB special meeting.

Q:
How many votes do I have?

A:
GB stockholders are entitled to one vote at the GB special meeting for each share of GB common stock held of record as of the GB record date. As of the close of business on the GB record date, there were 381,123,422 shares of GB common stock outstanding and entitled to vote at the GB special meeting.

At the close of business on the GB record date, the directors and executive officers of GB and certain of their affiliates were entitled to vote 163,695 shares of GB common stock, or less than one percent of the shares of GB common stock outstanding on that date. Adoption of the merger agreement and approval of the GB merger requires the affirmative vote of a majority of the total issued and outstanding shares of GB common stock on the record date. We currently expect that GB's directors and executive officers will vote their shares in favor of each of the proposals to be considered at the GB special meeting, although none of them has entered into any agreement obligating them to do so.

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Q:
What do I need to do now?

A:
You should read and consider the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, carefully and then please submit your proxy as soon as possible so that your shares may be represented and voted at the GB special meeting.

Q:
How do GB stockholders vote?

A:
You can vote in person by completing a ballot at the GB special meeting, or you can submit your proxy to have your shares of GB common stock voted by proxy at the GB special meeting. Even if you plan to attend the GB special meeting, we encourage you to submit your proxy as soon as possible. After carefully reading and considering the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, please mark, sign and date the proxy card, and return it in the enclosed postage-paid envelope to Continental Stock Transfer & Trust Company, GB's tabulation agent, at One State Street Plaza, 30th Floor, New York, NY 10004-1561 as soon as possible so that your shares may be voted at the GB special meeting. For detailed information, see the section entitled "The GB Special Meeting—How to Submit Your Proxy" beginning on page 101 of this joint proxy statement/prospectus.

Q:
Can I change my vote after I have submitted my completed proxy card?

A:
Yes. You may revoke your proxy and change your vote at any time before the polls close at the GB special meeting. You may do this by signing and submitting a new proxy card (or revocation) with a later date or by attending the GB special meeting and voting in person. Attending the GB special meeting by itself, however, will not revoke your proxy unless you specifically request it.

If you have instructed your broker, bank or other nominee to vote your shares, you must follow directions received from your broker, bank or other nominee to change your vote.

Q:
What should GB stockholders do if they receive more than one set of voting materials for the GB special meeting?

A:
You may receive more than one set of voting materials for the GB special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. Please complete, sign, date and return each proxy card and voting instruction card that you receive. For example, if you hold your shares of GB common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card.

Q:
Who should I call if I have questions about the proxy materials or voting procedures?

A:
If you have questions about the mergers or the special meetings, or if you need to obtain copies of this joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the joint proxy statement/prospectus, please feel free to contact GB by mail at 3605 E. Plano Parkway, Plano, Texas 75074 or by telephone at (972) 461-7555.

If your shares are held in a stock brokerage account or by a broker, bank, nominee or other holder of record, you should contact your broker, bank, nominee or other holder of record for additional information about proxy materials or voting procedures.

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About the GB II Special Meeting

Q:
Who is soliciting my proxy?

A:
The GB II board is providing these GB II proxy materials to you. These materials also constitute a prospectus with respect to the New Solstice common stock issuable to Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders in connection with the mergers.

Q:
When and where will the GB II special meeting be held?

A:
The GB II special meeting will be held at the offices of GB II, located at 3605 E. Plano Parkway, Plano, Texas 75074 on [                  ], 2017, at [                  ], Central time, unless the special meeting is adjourned.

Q:
Who is entitled to vote at the GB II special meeting?

A:
GB II has fixed August 31, 2017 as the record date for the GB II special meeting (which we refer to as the GB II record date). If you were a GB II stockholder at the close of business on the GB II record date, you are entitled to vote on matters that come before the GB II special meeting or any adjournments thereof. However, a GB II stockholder may only vote his, her or its shares if such holder is present in person or is represented by proxy at the GB II special meeting.

Q:
How many votes do I have?

A:
GB II stockholders are entitled to one vote at the GB II special meeting for each share of GB II common stock held of record as of the GB II record date. As of the close of business on the GB II record date, there were 81.2 shares of GB II common stock outstanding and entitled to vote at the GB II special meeting.

At the close of business on the GB II record date, the directors and executive officers of GB II and certain of their affiliates are not entitled to vote any shares of GB II common stock. Adoption of the merger agreement and approval of the GB II merger requires the affirmative vote of a majority of the total issued and outstanding shares of GB II common stock on the record date.

Q:
What do I need to do now?

A:
You should read and consider the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, carefully and then please submit your proxy as soon as possible so that your shares may be represented and voted at the GB II special meeting.

Q:
How do GB II stockholders vote?

A:
You can vote in person by completing a ballot at the GB II special meeting, or you can submit your proxy to have your shares of GB II common stock voted by proxy at the GB II special meeting. Even if you plan to attend the GB II special meeting, we encourage you to submit your proxy as soon as possible. After carefully reading and considering the information contained in this joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus, please mark, sign and date the proxy card, and return it in the enclosed postage-paid envelope to Continental Stock Transfer & Trust Company, GB II's tabulation agent, at One State Street Plaza, 30th Floor, New York, NY 10004-1561 as soon as possible so that your shares may be voted at the GB II special meeting. For detailed information, see the section entitled "The GB II Special Meeting—How to Submit Your Proxy" beginning on page 105 of this joint proxy statement/prospectus.

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Q:
Can I change my vote after I have submitted my completed proxy card?

A:
Yes. You may revoke your proxy and change your vote at any time before the polls close at the GB II special meeting. You may do this by signing and submitting a new proxy card (or revocation) with a later date or by attending the GB II special meeting and voting in person. Attending the GB II special meeting by itself, however, will not revoke your proxy unless you specifically request it.

If you have instructed your broker, bank or other nominee to vote your shares, you must follow directions received from your broker, bank or other nominee to change your vote.

Q:
What should GB II stockholders do if they receive more than one set of voting materials for the GB II special meeting?

A:
You may receive more than one set of voting materials for the GB II special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. Please complete, sign, date and return each proxy card and voting instruction card that you receive. For example, if you hold your shares of GB II common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card.

Q:
Who should I call if I have questions about the proxy materials or voting procedures?

A:
If you have questions about the mergers or the GB II special meeting, or if you need to obtain copies of this joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the joint proxy statement/prospectus, please feel free to contact GB II, by mail at 3605 E. Plano Parkway, Plano, Texas 75074 or by telephone at (972) 461-7555.

If your shares are held in a stock brokerage account or by a broker, bank, nominee or other holder of record, you should contact your broker, bank, nominee or other holder of record for additional information about proxy materials or voting procedures.

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STRUCTURE OF THE TRANSACTIONS

Corporate Structure of GENBAND and Sonus Prior to the Mergers

GRAPHIC

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Sonus Merger

GRAPHIC

        Step one:    Sonus forms New Solstice; New Solstice forms Solstice Merger Sub; Solstice Merger Sub merges with and into Sonus.

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GENBAND Merger

GRAPHIC

        Step two:    New Solstice forms Cayman Merger Sub and Cayman Merger Sub merges into GENBAND with GENBAND surviving. OEP, other holders of GENBAND Class C Shares and members of GENBAND management receive shares of New Solstice common stock, and New Solstice transfers a $22.5 million promissory note to shareholders of GENBAND (other than GB and GB II).

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GB and GB II Mergers:

GRAPHIC

        Step three:    New Solstice forms GB Merger Sub and GB and GB II both merge with and into GB Merger Sub, with GB Merger Sub surviving and GB and GB II stockholders receiving shares of New Solstice common stock.

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Structure of Sonus and GENBAND Following the Mergers:

GRAPHIC

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SUMMARY

        The following summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that may be important to you. Accordingly, stockholders or shareholders, as applicable, of Sonus, GENBAND, GB and GB II are encouraged to carefully read this entire joint proxy statement/prospectus, its annexes and the documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item.

Parties to the Merger Agreement (Page 79)

Sonus Networks, Inc. (Sonus)

        Sonus Networks, Inc., a Delaware corporation, helps the world's leading communications service providers and enterprises embrace the next generation of Session Initiation Protocol and 4G/LTE (Long Term Evolution)-based solutions, including Voice over Internet Protocol, Voice over WiFi, video and Unified Communications by securing and enabling reliable and scalable Internet Protocol networks. With customers around the globe and 20 years of experience transforming networks to IP, Sonus enables service providers and enterprises to capture and retain users and generate significant related return on investment. Sonus products include session border controllers, diameter signaling controllers, and VoWiFi solutions, which are supported by a global services team with experience in design, deployment and maintenance of some of the world's largest IP networks.

        The address and telephone number of the principal executive offices of Sonus Networks, Inc. are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

Solstice Sapphire Investments, Inc. (New Solstice)

        Solstice Sapphire Investments, Inc., a Delaware corporation, is a wholly owned subsidiary of Sonus formed solely for the purpose of implementing the transactions contemplated by the merger agreement. Upon the consummation of the transactions contemplated by the merger agreement, New Solstice will succeed to and continue to operate, directly or indirectly, the then existing businesses of Sonus, GENBAND, GB and GB II. New Solstice will become a publicly traded corporation, and former Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders will own stock in New Solstice. New Solstice has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of New Solstice are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

Solstice Sapphire, Inc. (Solstice Merger Sub)

        Solstice Sapphire, Inc., a Delaware corporation, is a wholly owned subsidiary of New Solstice formed solely for the purpose of implementing the transactions contemplated by the merger agreement. It has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of Solstice Merger Sub are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

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Green Sapphire LLC (GB Merger Sub)

        Green Sapphire LLC, a Delaware limited liability company, is a wholly owned subsidiary of New Solstice formed solely for the purpose of implementing the transactions contemplated by the merger agreement. It has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of GB Merger Sub are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

Green Sapphire Investments LLC (Cayman Merger Sub)

        Green Sapphire Investments LLC, a Delaware limited liability company, is a wholly owned subsidiary of New Solstice formed solely for the purpose of implementing the transactions contemplated by the merger agreement. It has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of Cayman Merger Sub are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

GENBAND Holdings Company (GENBAND)

        GENBAND Holdings Company, a Cayman Islands exempted company limited by shares, was formed on April 7, 2010. Through its wholly owned operating subsidiaries, GENBAND creates rapid communications and applications for service providers, enterprises, independent software vendors, system integrators and developers globally. GENBAND's real time communications solutions help its customers connect people to each other and address the growing demands of today's consumers and businesses. GENBAND's comprehensive solutions suite empowers its customers, which include a number of major telecommunications service providers, to enrich their service offerings with real time contextual communications to provide a richer, more engaging user experience.

        A majority of GENBAND's shares are held by funds affiliated with OEP. GENBAND shares are not listed on an exchange or quoted on any automated services, and there is no established trading market for GENBAND shares.

        The address and telephone number of the principal executive offices of GENBAND are 3605 E. Plano Parkway, Plano, Texas 75074 and (972) 461-7555.

GENBAND Inc. (GB)

        GENBAND Inc. is a Delaware corporation and was incorporated on June 3, 1999. GB is solely utilized as a holding company for GENBAND.

        GB's common stock is not listed on an exchange or quoted on any automated services, and there is no established trading market for shares of GB common stock.

        The address and telephone number of the principal executive offices of GB are 3605 E. Plano Parkway, Plano, Texas 75074 and (972) 461-7555.

GENBAND II, Inc. (GB II)

        GENBAND II, Inc. is a Delaware corporation and was incorporated on July 25, 2005. GB II is solely utilized as a holding company for GENBAND.

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        GB II's common stock is not listed on an exchange or quoted on any automated services, and there is no established trading market for shares of GB II common stock.

        The address and telephone number of the principal executive offices of GB II are 3605 E. Plano Parkway, Plano, Texas 75074 and (972) 461-7555.

The Mergers and the Merger Agreement (Page 107)

        Sonus and GENBAND have entered into the merger agreement which, among other things, contemplates four separate mergers: the Sonus merger, the GENBAND merger, the GB merger and the GB II merger, each of which is discussed below. The mergers will result in Sonus' and GENBAND's businesses being held under New Solstice, which will be renamed Sonus Networks, Inc. Former Sonus stockholders will own approximately 50%, and former GENBAND party shareholders will own approximately 50%, of the shares of New Solstice common stock issued and outstanding immediately following the consummation of the mergers. Following the closing of the mergers, it is expected that the newly constituted board of directors of the combined company will determine a new name.

Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement (Page 108)

        At the effective time of the Sonus merger, each share of Sonus common stock issued and outstanding immediately prior to the effective time of the Sonus merger (other than Sonus common stock owned by Sonus immediately prior to the effective time of the Sonus merger) will be converted into and become the right to receive one share of New Solstice common stock.

        At the effective time of the GENBAND merger, each GENBAND share issued and outstanding immediately prior to the effective time of the GENBAND merger (other than shares of capital stock or other equity interests of GENBAND owned by GENBAND, GB or GB II immediately prior to the effective time of the GENBAND merger) will be converted into and become the right to receive a portion of a share of New Solstice common stock and such share's portion of the promissory note issued by New Solstice to shareholders of GENBAND that the holder of such GENBAND share is entitled to receive as further described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement" beginning on page 108 of this joint proxy statement/prospectus. The promissory note does not amortize and the principal thereon is payable in full on the third anniversary of its execution. Interest on the promissory note is payable quarterly in arrears and accrues at a rate of 7.5% per annum for the first six months after issuance, and thereafter at a rate of 10% per annum. The failure to make any payment under the promissory note when due and, with respect to payment of any interest, the continuation of such failure for a period of thirty days thereafter, constitutes an event of default under the promissory note. If an event of default occurs under the promissory note, the payees may declare the entire balance of the promissory note due and payable (including principal and accrued and unpaid interest) within five business days of the payees' notification to New Solstice of such acceleration. For additional information regarding the terms of the promissory note, see "Other Related Agreements—The Promissory Note" beginning on page 218 of this joint proxy statement/prospectus.

        At the effective time of the GB merger and the GB II merger, respectively, each share of GB and GB II common stock issued and outstanding immediately prior to the effective time of the GB merger and GB II merger, respectively (other than GB common stock owned by GB or GB II common stock owned by GB II, in each case, immediately prior to the effective time of the GB merger or the GB II merger, respectively, and which we refer to as excluded GB shares), will be converted into and become the right to receive a share of New Solstice common stock multiplied by the exchange ratio described in the section entitled "The Mergers—Consideration to be Received in Connection with the

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Transactions Contemplated by the Merger Agreement" beginning on page 108 of this joint proxy statement/prospectus.

The Voting Agreement (Page 214)

        On May 23, 2017, in connection with the signing of the merger agreement, Sonus, New Solstice, GB, GB II and certain investment funds affiliated with GENBAND, GB and GB II (which we refer to as the GENBAND equityholders) entered into a voting agreement (which we refer to as the voting agreement), pursuant to which the GENBAND equityholders have agreed not to (subject to certain exceptions) sell or transfer any of their GENBAND shares, GB common stock or GB II common stock or effect a distribution of such stock and to vote all of their shares of such stock in a manner so as to facilitate the consummation of the mergers.

The Principal Stockholders Agreement (Page 215)

        The merger agreement contemplates, as a condition to the closing of the transactions contemplated thereby, that at the closing, New Solstice will enter into a principal stockholders agreement (which agreement we refer to as the stockholders agreement) with certain of the existing principal stockholders of the GENBAND parties (which we refer to as the OEP Stockholders). The stockholders agreement becomes effective upon the closing of the transactions contemplated by the merger agreement and sets forth certain arrangements and contains various provisions relating to, among other things, board representation, standstill restrictions and transfer restrictions.

The Registration Rights Agreement (Page 217)

        The merger agreement contemplates, as a condition to the closing of the transactions contemplated thereby, that at the closing, New Solstice will enter into a registration rights agreement (which we refer to as the registration rights agreement) with the OEP Stockholders. Under the registration rights agreement, the OEP Stockholders will be granted certain registration rights beginning on the 180th day following the effective time of the mergers, including (i) the right to request that New Solstice file an automatic shelf registration statement and effect unlimited underwritten offerings pursuant to such shelf registration statement; (ii) unlimited demand registrations; and (iii) unlimited piggyback registration rights that allow holders of registrable shares to require that shares of New Solstice common stock owned by such holders be included in certain registration statements filed by New Solstice, in each case subject to the transfer restrictions contained in the stockholders agreement.

The Sonus Special Meeting (Page 82)

Date, Time and Place

        A special meeting of the stockholders of Sonus will be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, located at 60 State Street, Boston, Massachusetts 02109 on [                  ], 2017, at [            ], Eastern time, unless the special meeting is adjourned.

Purpose

        At the special meeting, Sonus stockholders will be asked to consider and vote upon the following matters:

    a proposal (which we refer to as the Sonus merger proposal) to adopt the merger agreement and approve the Sonus merger;

    five separate proposals (which we refer to as the Sonus governance-related proposals) relating to the New Solstice charter and the stockholders agreement;

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    a proposal (which we refer to as the Sonus adjournment proposal) to permit Sonus to adjourn the Sonus special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the Sonus special meeting to approve the Sonus merger proposal and the Sonus governance-related proposals; and

    a proposal (which we refer to as the Sonus executive compensation proposal) to approve, by non-binding, advisory vote, certain compensation arrangements for Sonus' named executive officers in connection with the mergers.

Record Date; Shares Entitled to Vote

        Only holders of record of shares of Sonus common stock at the close of business on the Sonus record date (August 30, 2017) will be entitled to vote shares held at that date at the Sonus special meeting or any adjournments thereof. Each outstanding share of Sonus common stock entitles its holder to cast one vote. As of the close of business on the Sonus record date, there were 51,770,801 shares of Sonus common stock outstanding (which includes 2,062,419 unvested shares underlying restricted stock grants that are not considered to be outstanding for accounting purposes) and entitled to vote at the Sonus special meeting.

Vote Required

        Sonus Merger Proposal.    Approval of the Sonus merger proposal requires the affirmative vote of holders of a majority of the shares of Sonus common stock outstanding and entitled to vote.

        Sonus Governance-Related Proposals.    Approval of each of the Sonus governance-related proposals requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on such Sonus governance-related proposal.

        Sonus Adjournment Proposal.    Approval of the Sonus adjournment proposal (if necessary to solicit additional proxies if there are not sufficient votes to approve the Sonus merger proposal and the Sonus governance-related proposals) requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on the Sonus adjournment proposal.

        Sonus Executive Compensation Proposal.    In accordance with Rule 14a-21(c) under the Exchange Act, Sonus is providing its stockholders with the opportunity to approve the Sonus executive compensation proposal. Approval of the Sonus executive compensation proposal requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on the Sonus executive compensation proposal.

Voting by Sonus' Directors and Executive Officers

        At the close of business on the Sonus record date, the directors and executive officers of Sonus and certain of their affiliates were entitled to vote approximately 2,674,065 shares of Sonus common stock, or 5.17% of the shares of Sonus common stock outstanding on that date. Approval of the Sonus merger proposal requires the affirmative vote of the holders of a majority of the total issued and outstanding shares of Sonus common stock on the record date. We currently expect that Sonus' directors and executive officers will vote their shares in favor of each of the proposals to be considered at the Sonus special meeting, although none of them has entered into any agreement obligating them to do so.

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The GENBAND Extraordinary General Meeting (Page 92)

Date, Time and Place

        An Extraordinary General Meeting of the shareholders of GENBAND will be held at [                  ] on [    ], 2017, at [        ] a.m., Central time, unless the Extraordinary General Meeting is adjourned.

Purpose

        At the Extraordinary General Meeting, GENBAND shareholders will be asked to consider, pass and approve the following resolutions:

    That the meeting be adjourned, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the Extraordinary General Meeting to adopt the merger agreement in the form presented to the board of directors and approve the merger of Green Sapphire Investments LLC with and into GENBAND Holdings Company, with GENBAND Holdings Company surviving such merger as a wholly owned subsidiary of Solstice Sapphire Investments, Inc.

    That, as a Special Resolution, GENBAND Holdings Company be authorized to merge with Green Sapphire Investments LLC so that GENBAND Holdings Company be the surviving company and all the undertaking, property and liabilities of Green Sapphire Investments LLC vest in GENBAND Holdings Company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Law (2016 Revision).

    That, as a Special Resolution, a Plan of Merger in the form presented at the Extraordinary General Meeting (which we refer to as the Plan of Merger) be authorized, approved and confirmed in all respects.

    That, as a Special Resolution, GENBAND Holdings Company be authorized to enter into the Plan of Merger.

    That the Plan of Merger be executed by any director or officer of GENBAND Holdings Company (which we refer to individually as an Authorized Person) on behalf of GENBAND Holdings Company and any Authorized Person or Maples and Calder, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands.

    That, as a Special Resolution, upon the Effective Date (as defined in the Plan of Merger), GENBAND Holdings Company amend and restate its memorandum and articles in the form attached to the Plan of Merger.

    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to the removal of directors, and that provide for the following, be authorized, approved and confirmed in all respects:

      That, subject to the principal stockholders agreement (which we refer to as the stockholders agreement) to be entered into Solstice Sapphire Investments, Inc. and certain of the existing principal stockholders of GENBAND Holdings Company (which we refer to as the OEP Stockholders) at closing (for so long as the stockholders agreement is in effect), directors may be removed from office at any time, (i) for cause by the affirmative vote of the holders of a majority of voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting together as a single class, or (ii) without cause by (a) subject to clause (b), the affirmative vote of the holders of at least 662/3% of the voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting together as a single class or (b) in the event recommended by at least

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      two-thirds of the total number of authorized directors, including the approval of a majority of the independent directors (as such term is defined in the stockholders agreement), the affirmative vote of the holders of a majority of the voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting as a single class.

    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to preemptive rights, and that provide for the following, be authorized, approved and confirmed in all respects:

      That, in accordance with the stockholders agreement, for so long as the OEP Stockholders have a right to designate two or more board designees, each OEP Stockholder will have the right to purchase (in accordance with its pro rata portion) any new voting shares of Solstice Sapphire Investments, Inc. to be issued, provided that the following new issuances will not trigger any preemptive rights: (i) shares issued to employees, consultants, officers and directors of Solstice Sapphire Investments, Inc., pursuant to any arrangement approved by the board or its compensation committee; (ii) shares issued as consideration in the acquisition of another business or assets of another person by Solstice Sapphire Investments, Inc. by merger or purchase of the assets or shares, reorganization or otherwise; (iii) shares issued pursuant to any rights or agreements, including convertible securities, options and warrants, provided, that either (x) the initial sale or grant by Solstice Sapphire Investments, Inc. of such rights or agreements shall have been subject to the preemptive rights under the stockholders agreement, or (y) such rights or agreements existed prior to the closing date of the merger of Solstice Sapphire, Inc. with and into Sonus Networks, Inc. (it being understood that any modification or amendment to any such pre-existing right or agreement subsequent to the closing of the mergers, with the effect of increasing the percentage of Solstice Sapphire Investments, Inc.'s fully-diluted shares underlying such rights agreement shall not be included); (iv) shares issued in connection with any stock split, stock dividend, recapitalization, reclassification or similar event by Solstice Sapphire Investments, Inc.; (v) warrants issued to a lender in a bona fide debt financing; (vi) shares registered under the Securities Act that are issued in an underwritten public offering; (vii) any right, option, or warrant to acquire any security convertible into the securities excluded pursuant to clauses (i) through (vi) above; (viii) any issuance by a subsidiary of Solstice Sapphire Investments, Inc. to Solstice Sapphire Investments, Inc. or a wholly owned subsidiary of Solstice Sapphire Investments, Inc.; and (ix) any issuance as to which the OEP Majority Interest (as defined in the stockholders agreement) (on behalf of the OEP Stockholders) elects to waive the preemptive rights pursuant to the stockholders agreement.

    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to shareholder approval of mergers and other transactions, and that provide for the following, be authorized, approved and confirmed in all respects:

      That, in accordance with the merger provisions of the Delaware General Corporation Law (which we refer to as the DGCL) and Section 271 of the DGCL, with limited exceptions, a merger, consolidation or sale of substantially all of the assets of a company requires the approval by the board of directors and a majority of the issued and outstanding shares entitled to vote thereon.

    That all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of the Extraordinary General Meeting by any Authorized Person in connection with the transactions contemplated by the merger of Green Sapphire Investments LLC with and into GENBAND Holdings Company, with GENBAND Holdings Company surviving such merger as a wholly owned subsidiary of Solstice Sapphire Investments, Inc. be and are hereby approved, ratified and confirmed in all respects.

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Record Date; Shares Entitled to Vote

        Only holders of record of GENBAND Class A Shares and GENBAND Class C Shares at the close of business on the GENBAND record date (August 31, 2017) will be entitled to vote shares held at that date at the Extraordinary General Meeting or any adjournments thereof. Each outstanding GENBAND Class A Share and GENBAND Class C Share entitles, in each case, its holder to cast one vote. Holders of record of GENBAND Class B Shares and GENBAND Class E Shares are not entitled to vote shares at the Extraordinary General Meeting. As of the close of business on the GENBAND record date, there were 1,693,357,175 GENBAND Class A Shares, par value $0.00001 per share, and 4,872,903,160 GENBAND Class C Shares, par value $0.00001 per share, in each case outstanding and entitled to vote at the Extraordinary General Meeting.

Vote Required

        Proposal to Permit the GENBAND Board to Adjourn the Extraordinary General Meeting.    Adjourning the Extraordinary General Meeting requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Merge Cayman Merger Sub with and into GENBAND.    Approving the merger of Cayman Merger Sub with and into GENBAND requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm the Plan of Merger.    Approving the Plan of Merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize Entry into the Plan of Merger.    Authorizing entry by GENBAND into the Plan of Merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize Execution and Filing of Plan of Merger.    Authorizing the execution by any director or officer of GENBAND (which we refer to individually as an Authorized Person) on behalf of GENBAND and authorizing any Authorized Person or Maples and Calder, on behalf of Maples Corporate Services Limited, to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Amend and Restate the GENBAND Articles of Association.    Authorizing the amendment and restatement of the GENBAND Articles of Association requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to the Removal of Directors.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to the removal of directors requires the affirmative vote of holders of more than

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50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to Preemptive Rights.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to preemptive rights requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to Shareholder Approval of Mergers and Other Transactions.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to shareholder approval of mergers and other transactions requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Approve, Ratify and Confirm Actions Taken and Documents Delivered in Connection with the Transactions.    Authorizing all actions taken and any documents or agreements executed, signed or delivered by any Authorized Person in connection with the transactions contemplated by the merger of Cayman Merger Sub with and into GENBAND, with GENBAND surviving such merger as a wholly owned subsidiary of New Solstice requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Notwithstanding the foregoing, in accordance with the GENBAND Stockholders Agreement, OEP has the right to cause shareholders of GENBAND holding a majority of shares to vote in favor of approval of the GENBAND merger and adoption of the merger agreement. If OEP exercises this right, then such vote would be the only vote required to approve the GENBAND merger and adopt the merger agreement.

Voting by GENBAND's Directors and Executive Officers

        As of the close of business on the GENBAND record date, GENBAND's directors and executive officers and certain of their affiliates beneficially owned 97,834 GENBAND shares entitled to vote at the Extraordinary General Meeting. This represents less than one percent in voting power of the outstanding GENBAND shares entitled to be cast at the Extraordinary General Meeting. We currently expect that GENBAND's directors and executive officers will vote their shares in favor of each of the proposals to be considered at the Extraordinary General Meeting, although none of them has entered into any agreement obligating them to do so.

The GB Special Meeting (Page 99)

Date, Time and Place

        A special meeting of the GB stockholders will be held at [                  ] on [    ], 2017, at [        ] a.m., Central time, unless the special meeting is adjourned.

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Purpose

        At the special meeting, GB stockholders will be asked to consider and vote upon the following matters:

    a proposal to approve the GB merger and adopt the merger agreement; and

    a proposal to adjourn the special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the special meeting to approve the GB merger and adopt the merger agreement.

Record Date; Shares Entitled to Vote

        Only holders of record of shares of GB common stock at the close of business on the GB record date (August 31, 2017) will be entitled to vote shares held at that date at the GB special meeting or any adjournments thereof. Each outstanding share of GB common stock entitles its holder to cast one vote.

        As of the close of business on the GB record date, there were 381,123,422 shares of GB common stock, par value $0.001 per share, outstanding and entitled to vote at the GB special meeting.

Vote Required

        Proposal to Approve the GB Merger and Adopt the Merger Agreement by GB Stockholders.    Approving the GB merger and adopting the merger agreement requires the affirmative vote of holders of a majority of the shares of GB common stock outstanding and entitled to vote.

        Proposal to Adjourn the GB Special Meeting.    Approving the proposal to adjourn the GB special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB merger and adopt the merger agreement) requires the affirmative vote of holders of a majority in voting power of the shares of GB common stock present in person, or represented by proxy, and entitled to vote on the adjournment proposal.

        Notwithstanding the foregoing, in accordance with the GENBAND Stockholders Agreement, OEP has the right to cause stockholders of GB holding a majority of shares to vote in favor of approval of the GB merger and adoption of the merger agreement. If OEP exercises this right, then such vote would be the only vote required to approve the GB merger and adopt the merger agreement.

Voting by GB's Directors and Executive Officers

        As of the close of business on the GB record date, GB's directors and executive officers and certain of their affiliates beneficially owned 163,695 shares of GB common stock entitled to vote at the GB special meeting. This represents less than one percent in voting power of the outstanding shares of GB common stock entitled to be cast at the GB special meeting. We currently expect that GB's directors and executive officers will vote their shares in favor of each of the proposals to be considered at the GB special meeting, although none of them has entered into any agreement obligating them to do so.

The GB II Special Meeting (Page 103)

Date, Time and Place

        A special meeting of the GB II stockholders will be held at [                ] on [    ], 2017, at [        ] a.m., Central time, unless the special meeting is adjourned.

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Purpose

        At the special meeting, GB II stockholders will be asked to consider and vote upon the following matters:

    a proposal to approve the GB II merger and adopt the merger agreement; and

    a proposal to adjourn the special meeting, if necessary for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the special meeting to approve the GB II merger and adopt the merger agreement.

Record Date; Shares Entitled to Vote

        Only holders of record of shares of GB II common stock at the close of business on the GB II record date (August 31, 2017) will be entitled to vote shares held at that date at the GB II special meeting or any adjournments thereof. Each outstanding share of GB II common stock entitles its holder to cast one vote.

        As of the close of business on the GB II record date, there were 81.2 shares of GB II common stock, par value $0.01 per share, outstanding and entitled to vote at the GB II special meeting.

Vote Required

        Proposal to Approve the GB II Merger and Adopt the Merger Agreement by GB II Stockholders.    Approving the GB II merger and adopting the merger agreement requires the affirmative vote of holders of a majority of the shares of GB II common stock outstanding and entitled to vote.

        Proposal to Adjourn the GB II Special Meeting.    Approving the proposal to adjourn the GB II special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB II merger and adopt the merger agreement) requires the affirmative vote of holders of a majority in voting power of the shares of GB II common stock present in person, or represented by proxy, and entitled to vote on the adjournment proposal.

        Notwithstanding the foregoing, in accordance with the GENBAND Stockholders Agreement, OEP has the right to cause stockholders of GB II holding a majority of shares to vote in favor of approval of the GB II merger and adoption of the merger agreement. If OEP exercises this right, then such vote would be the only vote required to approve the GB II merger and adopt the merger agreement.

Voting by GB II's Directors and Executive Officers

        As of the close of business on the GB II record date, GB II's directors and executive officers did not own any shares of GB II common stock entitled to vote at the GB II special meeting.

Recommendation of the Sonus Board (Page 82)

        On May 22, 2017, the Sonus board (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the Sonus merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the Sonus merger, are advisable, fair to, and in the best interests of, Sonus and its stockholders, (iii) directed that the Sonus merger and the merger agreement be submitted to Sonus stockholders for approval and adoption, (iv) recommended that Sonus stockholders approve the Sonus merger and adopt the merger agreement, and (v) declared that the merger agreement is advisable.

        The Sonus board unanimously recommends that Sonus stockholders vote:

    "FOR" the Sonus merger proposal;

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    "FOR" each of the Sonus governance-related proposals;

    "FOR" the Sonus adjournment proposal; and

    "FOR" the Sonus executive compensation proposal.

Recommendation of the GENBAND Board (Page 94)

        On May 22, 2017, the board of directors of GENBAND approved the merger agreement and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth in the merger agreement, determined that the terms of the GENBAND merger and the other transactions contemplated by the merger agreement, are advisable and in the best interests of GENBAND and its shareholders, directed that the GENBAND merger and the merger agreement be submitted to GENBAND shareholders for approval and recommended that such shareholders approve the GENBAND merger and the merger agreement.

Recommendation of the GB Board (Page 99)

        On May 22, 2017, the board of directors of GB approved the merger agreement and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth in the merger agreement, determined that the terms of the GB merger and the other transactions contemplated by the merger agreement, are advisable and in the best interests of GB and its stockholders, directed that the GB merger and the merger agreement be submitted to GB stockholders for approval and recommended that such stockholders approve the GB merger and adopt the merger agreement.

Recommendation of the GB II Board (Page 103)

        On May 22, 2017, the board of directors of GB II approved the merger agreement and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth in the merger agreement, determined that the terms of the GB II merger and the other transactions contemplated by the merger agreement, are advisable and in the best interests of GB II and its stockholders, directed that the GB II merger and the merger agreement be submitted to GB II stockholders for approval and recommended that such stockholders approve the GB II merger and adopt the merger agreement.

Opinions of Sonus' Financial Advisor (Page 134)

        At a meeting of the board of directors of Sonus held to evaluate the mergers on May 22, 2017, Evercore Group L.L.C. (which we refer to as Evercore) rendered its oral opinion to the board of directors of Sonus, subsequently confirmed by delivery of a written opinion, that, as of May 22, 2017, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the Sonus exchange ratio was fair, from a financial point of view, to the holders of Sonus common stock and the GENBAND total consideration (as defined below), taking into account a significant portion of such GENBAND total consideration is in the form of New Solstice common stock, was fair, from a financial point of view, to Sonus.

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        On June 20, 2017, management of Sonus furnished to Evercore the Management Revised Tax Rate and NOL Estimates (as defined below). At a meeting of the Sonus board held on June 22, 2017, at the request of Sonus, Evercore rendered a second oral opinion to the board of directors of Sonus, subsequently confirmed by delivery of a written opinion, that, as of May 22, 2017 and taking into account the Management Revised Tax Rate and NOL Estimates, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the Sonus exchange ratio was fair, from a financial point of view, to the holders of Sonus common stock and the GENBAND total consideration, taking into account a significant portion of such GENBAND total consideration is in the form of New Solstice common stock, was fair, from a financial point of view, to Sonus.

        The full text of Evercore's written opinions, dated as of May 22, 2017 and June 22, 2017, respectively, which set forth, among other things, the factors considered, procedures followed, assumptions made, and qualifications and limitations on the scope of review undertaken by Evercore in connection with its opinions, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein in its entirety by reference.

        The full text of Evercore's written opinions should be read carefully in its entirety for a description of the factors considered, procedures followed, assumptions made, and qualifications and limitations on the scope of review undertaken by Evercore in connection with its evaluations of the Sonus exchange ratio and GENBAND total consideration from a financial point of view and did not address any other aspects or implications of the mergers. The opinions do not constitute a recommendation to the Sonus board of directors or to any other persons in respect of the mergers, including as to how any holder of Sonus common stock should vote or act in respect of the mergers. Evercore's opinions do not address the relative merits of the mergers as compared to any other transaction or business strategy in which Sonus might engage or the merits of the underlying decision by Sonus to engage in the mergers. The summaries of Evercore's opinions set forth in this joint proxy statement/prospectus under the caption "The Mergers—Opinions of Sonus' Financial Advisor" are qualified in their entirety by reference to the full text of Evercore's written opinions.

Opinion of GENBAND's Financial Advisor (Page 154)

        Guggenheim Securities, LLC (which we refer to as Guggenheim Securities) delivered its opinion to GENBAND's board to the effect that, as of May 23, 2017 and based on the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration to be received by the GENBAND shareholders, GB stockholders, and GB II stockholders was fair, from a financial point of view, to the GENBAND shareholders, GB stockholders, and GB II stockholders, as a whole, taking into account the Sonus merger. The full text of Guggenheim Securities' written opinion, which is attached as Annex E to this joint proxy statement/prospectus and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

        Guggenheim Securities' opinion was provided to GENBAND's board (in its capacity as such) for its information and assistance in connection with its evaluation of the merger consideration to be received by the GENBAND shareholders, GB stockholders, and GB II stockholders, as a whole. Guggenheim Securities' opinion and any materials provided therewith did not constitute a recommendation to GENBAND's board with respect to the transactions contemplated by the merger agreement, nor does Guggenheim Securities' opinion constitute advice or a recommendation to any holder of GENBAND's, GB's, GB II's or Sonus' equity as to whether to exercise any approval rights in connection with the transaction. Guggenheim Securities' opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, taking into account the Sonus merger, of the

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merger consideration to be received by the GENBAND shareholders, GB stockholders, and GB II stockholders, as a whole, and does not address any other term, aspect or implication of the transactions contemplated by the merger agreement (including, without limitation, the form or structure of the transactions contemplated by the merger agreement) or any other agreement, transaction document or instrument contemplated by the merger agreement or to be entered into or amended in connection with the transactions contemplated by the merger agreement.

Interests of Directors and Executive Officers in the Transactions (Page 172)

        In considering the recommendation of the Sonus board that Sonus stockholders vote to approve the Sonus merger and adopt the merger agreement, Sonus stockholders should be aware that members of the Sonus board and Sonus' executive officers have interests in the Sonus merger, and the other transactions contemplated by the merger agreement, that may be different from, or in addition to, or may conflict with, the interests of Sonus' stockholders generally, as more fully described below. The Sonus board was aware of these potentially different or conflicting interests and considered them, among other matters, in reaching its decision to adopt the merger agreement and approve the transactions contemplated thereby, including the Sonus merger, and to recommend that Sonus stockholders vote in favor of approving the Sonus merger proposal. These interests include:

    Continuing services as directors on the New Solstice board;

    Acceleration of vesting of stock options and other stock-based awards;

    Potential severance payments and continued medical and welfare benefits for certain Sonus executive officers;

    The right to continued indemnification for directors and executive officers of Sonus following the completion of the mergers and the other transactions contemplated by the merger agreement, pursuant to the terms of the merger agreement and indemnification agreements entered into by certain directors and officers of Sonus;

    Continuing employment of certain executive officers of Sonus by the combined company; and

    Certain other one-time and retention bonus payments for certain executive officers of Sonus.

        In considering the recommendation of the GENBAND, GB and GB II boards that GENBAND shareholders, GB stockholders and GB II stockholders, respectively, adopt the merger agreement and approve the transactions contemplated thereby, GENBAND shareholders, GB stockholders and GB II stockholders should be aware that members of the GENBAND, GB and GB II boards and the executive officers of GENBAND, GB and GB II have interests in the transactions contemplated by the merger agreement that may be different from, or in addition to, or may conflict with, the interests of GENBAND shareholders, GB stockholders and GB II stockholders generally. These interests relate to or arise from, among other things, the following events or circumstances:

    The accelerated vesting and/or payment in respect of GENBAND Class E Shares held by certain executive officers and directors of GENBAND, GB and GB II;

    The grant of New Solstice equity to certain executive officers and directors of GENBAND, GB and GB II who currently hold GENBAND Class E Shares;

    The employment, severance and consulting agreements with the executive officers and directors of GENBAND, GB and GB II that provide severance compensation in connection with certain terminations of service;

    The retention and similar bonuses that certain executive officers and directors of GENBAND, GB and GB II are eligible to receive if the mergers are consummated;

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    Certain existing executive officers of GENBAND, GB and GB II, including Daryl E. Raiford, are expected to continue to be employed as New Solstice executive officers following consummation of the mergers. The composition of the New Solstice executive officer team has not yet been finalized;

    Certain existing directors of GENBAND, GB and GB II are expected to continue to be engaged as New Solstice directors following consummation of the mergers. The composition of the New Solstice board has not yet been finalized;

    The right to continued indemnification for directors and executive officers of GENBAND and GB following the completion of the mergers and the other transactions contemplated by the merger agreement, pursuant to the terms of the merger agreement and indemnification agreements entered into by certain directors and officers of the GENBAND parties, as described in more detail below;

    Certain executive officers and directors may enter into agreements with one or more of the GENBAND parties pursuant to which (i) such executive officers and directors waive their rights to certain payments and benefits subject to receipt of shareholder approval of such payments in accordance with Section 280G (which we refer to as Section 280G) of the Internal Revenue Code of 1986, as amended (which we refer to as the Code), and (ii) the GENBAND parties may agree to seek such shareholder approval for purposes of Section 280G. No such agreements have been entered into to date and the GENBAND parties have no obligation to obtain shareholder approval for purposes of Section 280G and receipt of such shareholder approval is not a condition to the consummation of the mergers; and

    The affiliation of certain directors and officers of the GENBAND parties with OEP and its affiliates. As further described in the section titled "Related Person Transactions" beginning on page 338 of this joint proxy statement/prospectus, GENBAND is party to a Subordinated Term Loan (as defined in the section entitled "GENBAND Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 219 of this joint proxy statement/prospectus) with an affiliate of OEP, under which all outstanding amounts are expected to be paid off in connection with the mergers. GENBAND is also party to a management fee agreement with OEP, which will be terminated in connection with the closing. All management fees payable to OEP (approximately $10 million) are expected to be paid off prior to the consummation of the mergers. In addition, the merger agreement contemplates, as a condition to the closing of the transactions contemplated thereby, that at the closing, New Solstice will enter into a stockholders agreement with the OEP Stockholders.

        In addition, pursuant to indemnification agreements entered into by GENBAND and GB and certain of their respective directors and officers, GENBAND and GB have agreed to (i) indemnify their directors and officers to the fullest extent permitted by applicable law from and against any and all Costs (as defined in the applicable indemnification agreement) and (ii) advance all expenses (including attorney's fees and expenses) incurred by such indemnitee or any other Indemnified Person (as defined in the in the applicable indemnification agreement).

Regulatory Matters Relating to the Transactions (Page 185)

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the HSR Act), the transactions contemplated by the merger agreement may not be completed until notification and report forms have been filed with the Antitrust Division of the U.S. Department of Justice (which we refer to as the DOJ) and the U.S. Federal Trade Commission (which we refer to as the FTC) and the applicable waiting period has expired or been terminated. Sonus and GENBAND each filed the required Notification and Report Forms pursuant to the HSR Act with the DOJ and the

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FTC on June 7, 2017, and on June 29, 2017, the FTC granted early termination of the applicable waiting period under the HSR Act, effective immediately.

        Sonus and GENBAND derive revenues in certain other jurisdictions where merger control filings or clearances may be required or advisable. Under the merger agreement, the parties' obligations to effect the transactions contemplated by the merger agreement are conditioned on the receipt of any approvals required or deemed advisable under relevant antitrust laws. Sonus and GENBAND have agreed to make such filings and/or take such actions as promptly as practicable. An additional condition to the consummation of the transactions contemplated by the merger agreement is the absence of any decree, order, or injunction of any governmental authority of competent jurisdiction which prohibits or makes unlawful the consummation of any of the transactions contemplated by the merger agreement.

        Sonus and the GENBAND parties have agreed to use their reasonable best efforts to obtain any government clearances or approvals, or expirations or terminations of waiting periods, required for the consummation of the transactions contemplated by the merger agreement under the HSR Act and any antitrust laws, and to take, or cause to be taken, all actions necessary, proper or advisable under applicable antitrust laws to consummate and make effective the transactions contemplated by the merger agreement as promptly as practicable. The use of such reasonable best efforts requires Sonus and the GENBAND parties to vigorously contest and resist any action or proceeding, including administrative or judicial action or proceeding, that would restrict, prevent or prohibit consummation of the transactions contemplated by the merger agreement, including reasonably pursuing administrative and judicial appeals. However, neither Sonus nor any GENBAND party is required to agree to any material divestitures, licenses, hold separate arrangements or similar matters, including material covenants affecting business operating practices, except to the extent any such divestitures, licenses, arrangements, matters or covenants would not reasonably be expected to be material to Sonus and the GENBAND parties, taken as a whole.

Treatment of Sonus Equity Awards (Page 194)

        The merger agreement provides that:

    each Sonus stock option outstanding as of the date that is five business days prior to the closing date of the Sonus merger will become vested in full as of that date (to the extent not previously vested), and the holders of such Sonus stock options will be permitted to exercise such awards on or prior to the date that is three business days prior to the closing date of the Sonus merger;

    to the extent not exercised as of the end of day that is three business days prior to the closing date, each Sonus stock option granted under the Specified Sonus Plans will not be permitted to be exercised between such time and the effective time of the mergers and will, as of the effective time of the mergers, be assumed by New Solstice and converted into an option to purchase (a) that number of shares of New Solstice common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (y) the number of shares of Sonus common stock subject to such option immediately prior to the effective time of the mergers by (z) the Sonus exchange ratio, (b) at an exercise price per share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (y) the exercise price per share of such option immediately prior to the effective time of the mergers by (z) the Sonus exchange ratio and will otherwise continue to have, and be subject to, the same terms and conditions (including vesting arrangements and other terms and conditions set forth in the applicable plan and option agreement) as in effect immediately prior to the effective time of the mergers;

    effective as of the end of the day that is three business days prior to the closing date of the Sonus merger, all Sonus stock options other than Sonus stock options granted under the Specified Sonus Plans will be cancelled to the extent not exercised as of such time;

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    Sonus RSUs that are vested by their terms as of immediately prior to the effective time of the mergers (after taking into account any accelerated vesting of the Sonus RSU that occurs by reason of the mergers) will have been settled in shares of Sonus common stock, and each Sonus RSU that is not then vested by its terms (after taking into account any accelerated vesting of the Sonus RSU that occurs by reason of the mergers) and settled in shares of Sonus common stock will, as of the effective time of the mergers, be assumed by New Solstice and converted into a new award of restricted stock units of New Solstice covering a number of shares of New Solstice common stock equal to the product (rounded down to the nearest whole share) of the total number of shares of Sonus common stock then underlying such Sonus RSU multiplied by the Sonus exchange ratio and will otherwise continue to have, and be subject to, the same terms and conditions (including the vesting arrangements (and accelerated vesting arrangements) and other terms and conditions set forth in any applicable plan and award agreement) as in effect immediately prior to the effective time of the mergers; and

    each Sonus Restricted Share that is not vested by its terms (after taking into account any accelerated vesting of the Sonus Restricted Share that occurs by reason of the mergers) will, at the effective time of the mergers, be converted into New Solstice common stock and will otherwise continue to have, and be subject to, the same terms and conditions (including the forfeiture and repurchase restrictions set forth in any applicable plan and award agreement) as in effect immediately prior to the effective time of the mergers.

        In addition, with respect to the Sonus ESPP, if the effective time of the mergers occurs on or before the "Purchase Date" relating to the applicable "Offering Period" in effect on the date of the merger agreement (as such terms are defined in the Sonus ESPP) and there are ESPP options then outstanding with respect to such Offering Period, the Sonus board of directors will provide a "New Purchase Date" (as defined in the Sonus ESPP) for such Offering Period, and any ESPP options will automatically be exercised on the New Purchase Date pursuant to the terms of the Sonus ESPP. If the effective time occurs after the exercise date relating to the applicable Offering Period in effect on the date of the merger agreement, the board of directors of Sonus will timely suspend the Sonus ESPP as of immediately following the exercise date relating to such Offering Period. All shares of Sonus common stock due upon exercise of ESPP options will be issued prior to the effective time of the mergers and no ESPP options will be outstanding as of the effective time of the mergers.

Listing of New Solstice Common Stock on NASDAQ; Delisting and Deregistering of Sonus Common Stock (Page 189-190)

        It is a condition to the completion of the mergers that the New Solstice common stock to be issued in connection with the transactions contemplated by the merger agreement be authorized for listing on NASDAQ, subject to official notice of issuance. If the mergers are completed, Sonus common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and Sonus will no longer be required to file periodic reports with the Securities and Exchange Commission (which we refer to as the SEC) on account of Sonus common stock.

Appraisal Rights (Page 339)

        Under the DGCL, Sonus stockholders do not have appraisal rights in connection with the Sonus merger. A description of the appraisal rights available, as a statutory matter, to GENBAND shareholders, GB stockholders and GB II stockholders and procedures required to exercise statutory appraisal rights is included in the section entitled "Appraisal Rights" beginning on page 339 of this joint proxy statement/prospectus.

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No Solicitation (Page 202)

        Sonus, New Solstice, Solstice Merger Sub, Cayman Merger Sub and GB Merger Sub (which we refer to collectively as the Sonus parties) have agreed, from the date of the merger agreement until the effective time of the mergers, or, if earlier, the termination of the merger agreement in accordance with its terms, not to maintain, initiate, solicit or knowingly encourage or facilitate any Sonus acquisition proposal (as defined under the heading "The Merger Agreement—No Solicitation—No Solicitation by Sonus" beginning on page 202 of this joint proxy statement/prospectus) or any inquiry or proposal that would reasonably be expected to lead to a Sonus acquisition proposal from any third party, or participate in any discussions or negotiations regarding any acquisition proposal or any inquiry or proposal that would reasonably be expected to lead to a Sonus acquisition proposal. Notwithstanding these restrictions, the merger agreement provides that, subject to certain conditions, prior to obtaining the Sonus stockholder approval, under specified circumstances, the Sonus board may furnish information to, or participate in discussions and negotiations with, third parties in response to an unsolicited, bona fide written acquisition proposal if the Sonus board determines in good faith, after consultation with outside counsel, that such acquisition proposal constitutes, or could reasonably be expected to result in, a superior proposal (as defined under the heading "The Merger Agreement—No Solicitation—No Solicitation by Sonus" beginning on page 202 of this joint proxy statement/prospectus).

        The GENBAND parties have agreed, from the date of the merger agreement until the effective time of the mergers, or, if earlier, the termination of the merger agreement in accordance with its terms, not to maintain, initiate or solicit or knowingly encourage or facilitate a GENBAND acquisition proposal (as defined under the heading "The Merger Agreement—No Solicitation—No Solicitation by GENBAND Parties" beginning on page 204 of this joint proxy statement/prospectus), or participate in any discussions or negotiations regarding any acquisition proposal or any inquiry or proposal that would reasonably be expected to lead to a GENBAND acquisition proposal.

Conditions to Completion of the Mergers (Page 208)

        The completion of the transactions contemplated by the merger agreement is subject to the satisfaction or waiver of certain conditions, including, among others: (i) receipt of the Sonus stockholder approval, GENBAND shareholder approval, GB stockholder approval and GB II stockholder approval; (ii) the authorization for listing by NASDAQ of the New Solstice common stock to be issued as consideration in the mergers; (iii) the expiration or termination of the HSR waiting period; (iv) the absence of any law or order from any court or governmental entity prohibiting or making unlawful the consummation of the transactions contemplated by the merger agreement; (v) the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (vi) the receipt by Sonus and GENBAND of certain tax opinions.

Termination of the Merger Agreement (Page 211)

        The merger agreement may be terminated at any time prior to the closing (i) by the mutual written consent of Sonus and GENBAND; (ii) by either Sonus or GENBAND if (a) the closing has not occurred by February 23, 2018 or, if extended by either Sonus or GENBAND in accordance with the terms of the merger agreement, May 31, 2018, (b) if a meeting of Sonus' stockholders has been held and the Sonus stockholders have voted upon and have not approved the merger agreement, or (c) if any law makes consummation of any of the transactions illegal or otherwise prohibited, or if any judgment, injunction, order or decree of a competent governmental authority enjoining any of the parties from consummating the transactions shall have been entered and such judgment, injunction, order or decree shall have become final and nonappealable; (iii) by Sonus if (a) whether before or after stockholder approval, there has been a breach by any GENBAND party or any GENBAND member of any representation, warranty, covenant or agreement set forth in the merger agreement or the voting agreement or if any such representation or warranty of any GENBAND party or any

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GENBAND member shall have become untrue, in either case such that the conditions of the GENBAND parties with respect to the accuracy of representations and warranties would not be satisfied, and such breach or failure of a representation or warranty to be true is not curable, or, if curable, is not cured within 30 days after written notice of such breach or failure of a representation or warranty to be true is given to GENBAND by Sonus, (b) Sonus has received a superior proposal prior to receipt of all necessary stockholder approvals, provided that Sonus has complied in all material respects with its obligations under the merger agreement with respect to such superior proposal and Sonus pays to GENBAND in immediately available funds the termination fee, or (c) if a meeting of stockholders of any GENBAND party has been held and such stockholders have voted upon and have not approved the merger agreement; and (iv) by GENBAND if (a) whether before or after stockholder approval, there has been a breach by any of the Sonus parties of any representation, warranty, covenant or agreement set forth in the merger agreement or if any such representation or warranty of any Sonus party shall have become untrue, in either case such that the conditions of Sonus with respect to the accuracy of representations and warranties would not be satisfied, and such breach or failure of a representation or warranty to be true is not curable, or, if curable, is not cured within 30 days after written notice of such breach or failure of a representation or warranty to be true is given to Sonus by GENBAND, or (b) prior to the Sonus stockholders meeting (including adjournments or postponement) in the event that (x) the board of directors of Sonus makes a change of recommendation or (y) a Sonus acquisition proposal was publicly announced or disclosed, the Sonus board of directors fails to affirm the Sonus board recommendation within 10 business days after receipt of a GENBAND written request to do so.

Termination Fee Relating to the Mergers (Page 212)

        Under specified circumstances, Sonus may be required to pay a termination fee of $14.5 million to GENBAND if the merger agreement is terminated. See section entitled "The Merger Agreement—Termination Fee" beginning on page 212 of this joint proxy statement/prospectus.

Comparison of Stockholder Rights (Page 295)

        As a result of the mergers, the holders of Sonus common stock and the holders of GENBAND shares, GB common stock and GB II common stock will become holders of New Solstice common stock. Following the mergers, former Sonus stockholders and former GENBAND party shareholders will have different rights as stockholders of New Solstice than they had as stockholders of Sonus or shareholders or stockholders (as applicable) of the GENBAND parties due to the different provisions of the governing documents of Sonus, the GENBAND parties and New Solstice. For additional information comparing the rights of stockholders of Sonus, the GENBAND parties and New Solstice, see the section entitled "Comparison of Stockholder Rights" beginning on page 295 of this joint proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences of the Sonus Merger to U.S. Holders of Sonus Common Stock (Page 186)

        It is a condition to Sonus' obligation to effect the transactions that Sonus receive an opinion of counsel in a form and substance reasonably satisfactory to Sonus, dated as of the closing date, to the effect that the exchange of Sonus common stock for New Solstice common stock in the Sonus merger will qualify as a reorganization under Section 368(a) of the Code or as a transaction that, taken together with the other mergers, will qualify as a transfer of property to New Solstice described in Section 351 of the Code.

        Based on the tax opinion representations and assumptions (as defined under the heading "The Mergers—Material U.S. Federal Income Tax Consequences of the Sonus Merger to U.S. Holders of Sonus Common Stock—General" beginning on page 187 of this joint proxy statement/prospectus), in

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the opinion of Wilmer Cutler Pickering Hale and Dorr LLP (which we refer to as WilmerHale), the Sonus merger will qualify as a reorganization under Section 368(a) of the Code or as a transaction that, taken together with the other mergers, will qualify as a transfer of property to New Solstice described in Section 351 of the Code.

        Accordingly, a U.S. holder (as defined under the heading "The Mergers—Material U.S. Federal Income Tax Consequences of the Sonus Merger to U.S. Holders of Sonus Common Stock" beginning on page 186 of this joint proxy statement/prospectus) of Sonus common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Sonus common stock for shares of New Solstice common stock in the Sonus merger, except with respect to cash received in lieu of fractional shares.

        Please carefully review the information set forth in the section entitled "The Mergers—Material U.S. Federal Income Tax Consequences of the Sonus Merger to U.S. Holders of Sonus Common Stock" beginning on page 186 of this joint proxy statement/prospectus for a discussion of the material U.S. federal income tax consequences of the Sonus merger to holders of Sonus common stock. Please consult your own tax advisors as to the specific tax consequences to you of the mergers.

Accounting Treatment (Page 188)

        U.S. generally accepted accounting principles (which we refer to as U.S. GAAP) require the mergers to be accounted for using acquisition accounting pursuant to which Sonus has been determined to be the acquirer for accounting purposes. To make this determination, Sonus considered factors as indicated in Accounting Standards Codification (which we refer to as ASC) 805 and ASC 810, including relative ownership of equity interests in the combined company, board of director composition, shareholder ownership, voting control and anticipated management positions. Sonus will allocate the total purchase consideration to GENBAND's tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the date of the completion of the mergers. Any excess purchase price after this allocation will be assigned to goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if circumstances indicate potential impairment. The operating results of GENBAND will be reported as part of the combined company beginning on the date of the proposed mergers.

        Final valuations of GENBAND's tangible and identifiable intangible assets acquired and liabilities assumed have not yet been completed. The completion of the valuation upon consummation of the mergers could result in significantly different amortization, depreciation and other expenses, revenue recognized and balance sheet classifications than those presented in the unaudited pro forma combined financial information included in this joint proxy statement/prospectus.

Litigation Related to the Mergers (Page 190)

        On July 19, 2017, Taqua Holdings, LLC (which we refer to as Holdings) filed a lawsuit (which complaint we refer to as the Holdings Complaint) against Sonus, New Solstice, Solstice Merger Sub, Cayman Merger Sub, GB Merger Sub, GENBAND, GB, GB II and Taqua, LLC (which we refer to as Taqua and, collectively, we refer to these parties as the Holdings Lawsuit Defendants) in Texas state court, District of Dallas County (Case No. DC-17-08630) based on an Earn-Out Agreement, dated as of September 26, 2016, between Sonus and Holdings (which we refer to as the Earn-Out Agreement). The Holdings Complaint purports to seek monetary damages for Sonus' alleged breach of the Earn-Out Agreement and an injunction of both (i) Sonus' restructuring plans approved in connection with its acquisition of Taqua (which we refer to as the Taqua Restructuring Initiative) and (ii) the mergers. The Holdings Lawsuit Defendants believe Holdings' allegations are without merit and intend to contest the lawsuit vigorously.

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        On August 29, 2017, the District Court of Dallas County, Texas ordered all claims against Sonus, New Solstice, Solstice Merger Sub, Cayman Merger Sub, GB Merger Sub and Taqua in the Holdings Complaint to be arbitrated, and abated the Holdings Complaint as to all Holdings Lawsuit Defendants pending the outcome of arbitration.

        For additional information, see "The Mergers—Litigation Related to the Mergers" beginning on page 190 of this joint proxy statement/prospectus and Sonus' Quarterly Report on Form 10-Q for the period ended June 30, 2017.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SONUS

        The following selected consolidated financial data have been derived from, and should be read in conjunction with, Sonus' consolidated financial statements. The consolidated statement of operations data for each of the three years in the period ended December 31, 2016 and the consolidated balance sheet data as of December 31, 2016 and 2015 have been derived from Sonus' audited consolidated financial statements, which are incorporated by reference into this joint proxy statement/prospectus. The consolidated statement of operations data for the years ended December 31, 2013 and 2012 and the consolidated balance sheet data as of December 31, 2014, 2013 and 2012 have been derived from Sonus' audited consolidated financial statements, which have not been incorporated into this joint proxy statement/prospectus. The consolidated statement of operations data for the six months ended June 30, 2017 and 2016 and the consolidated balance sheet data as of June 30, 2017 have been derived from Sonus' unaudited condensed consolidated financial statements, which are incorporated by reference into this joint proxy statement/prospectus. The consolidated balance sheet data as of June 30, 2016 have been derived from Sonus' unaudited condensed consolidated financial statements, which have not been incorporated into this joint proxy statement/prospectus. These financial statements are unaudited, but, in the opinion of Sonus' management, contain all adjustments necessary to present fairly the financial position and results of operations for the periods indicated.

        The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Sonus or the combined company, and you should read the following information together with Sonus' audited consolidated financial statements, the notes related thereto and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Sonus' Annual Report on Form 10-K for the year ended December 31, 2016, and Sonus' unaudited condensed consolidated financial statements, the notes related thereto and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Sonus' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, which are incorporated by reference in this joint proxy statement/prospectus. For more information, see the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus.

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SONUS NETWORKS, INC.

Consolidated Statement of Operations Data

 
  Six months ended
June 30,
  Year ended December 31,  
(In thousands, except per share amounts)
  2017   2016   2016(1)   2015(2)   2014(3)   2013   2012(4)  

Revenue:

                                           

Product

  $ 54,185   $ 70,118   $ 146,381   $ 141,913   $ 182,455   $ 167,272   $ 153,326  

Service

    54,916     49,890     106,210     107,121     113,871     109,461     100,808  

Total revenue

    109,101     120,008     252,591     249,034     296,326     276,733     254,134  

Cost of revenue:

                                           

Product

    19,040     22,945     47,367     50,460     60,284     59,235     58,109  

Service

    19,911     18,432     37,613     36,917     42,637     45,038     53,431  

Total cost of revenue

    38,951     41,377     84,980     87,377     102,921     104,273     111,540  

Gross profit

    70,150     78,631     167,611     161,657     193,405     172,460     142,594  

Operating expenses:

                                           

Research and development

    40,273     34,775     72,841     77,908     79,396     69,559     67,341  

Sales and marketing

    30,396     32,787     68,539     72,841     80,141     78,365     76,341  

General and administrative

    17,160     17,658     35,948     39,846     43,937     40,107     34,283  

Acquisition-related expense

    4,735         1,152     131     1,558     93     5,496  

Restructuring expense

    1,071         2,740     2,148     5,625     5,411     7,675  

Total operating expenses

    93,635     85,220     181,220     192,874     210,657     193,535     191,136  

Loss from operations

    (23,485 )   (6,589 )   (13,609 )   (31,217 )   (17,252 )   (21,075 )   (48,542 )

Interest and other income, net

    1,088     494     2,193     1,329     2,611     408     814  

Loss from continuing operations before income taxes

    (22,397 )   (6,095 )   (11,416 )   (29,888 )   (14,641 )   (20,667 )   (47,728 )

Income tax (provision) benefit

    (594 )   (1,475 )   (2,516 )   (2,007 )   (2,214 )   (1,452 )   (2,441 )

Net loss

  $ (22,991 ) $ (7,570 ) $ (13,932 ) $ (31,895 ) $ (16,855 ) $ (22,119 ) $ (50,169 )

Loss per share:

                                           

Basic

  $ (0.47 ) $ (0.15 ) $ (0.28 ) $ (0.64 ) $ (0.34 ) $ (0.40 ) $ (0.90 )

Diluted

  $ (0.47 ) $ (0.15 ) $ (0.28 ) $ (0.64 ) $ (0.34 ) $ (0.40 ) $ (0.90 )

Shares used to compute loss per share:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Basic

    49,330     49,453     49,385     49,560     50,245     55,686     56,018  

Diluted

    49,330     49,453     49,385     49,560     50,245     55,686     56,018  

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Consolidated Balance Sheet Data

 
  June 30,   December 31,  
(In thousands)
  2017   2016   2016   2015   2014   2013   2012  

Cash and cash equivalents

  $ 32,606   $ 36,261   $ 31,923   $ 50,111   $ 41,157   $ 72,423   $ 88,004  

Marketable securities

  $ 54,793   $ 52,505   $ 61,836   $ 58,533   $ 64,443   $ 138,882   $ 161,905  

Investments

  $ 38,523   $ 53,942   $ 32,371   $ 33,605   $ 42,407   $ 34,364   $ 29,698  

Working capital

  $ 84,180   $ 95,729   $ 100,845   $ 117,692   $ 129,480   $ 223,879   $ 286,745  

Total assets

  $ 292,353   $ 296,066   $ 308,059   $ 312,891   $ 332,635   $ 417,484   $ 470,740  

Convertible subordinated note

  $   $   $   $   $   $ 2,380   $ 2,380  

Long-term deferred revenue

  $ 7,530   $ 7,227   $ 7,188   $ 7,374   $ 8,009   $ 10,528   $ 11,647  

Other long-term liabilities

  $ 1,419   $ 1,829   $ 1,633   $ 2,760   $ 5,246   $ 4,371   $ 5,706  

Total stockholders' equity

  $ 202,993   $ 220,054   $ 219,122   $ 223,026   $ 240,350   $ 312,252   $ 376,046  

(1)
Includes $1.9 million of revenue and $4.7 million of net loss attributable to Taqua, LLC for the period subsequent to its acquisition by Sonus on September 26, 2016.

(2)
Includes the results of operations of the SDN Business of Treq Labs, Inc. for the period subsequent to its acquisition by Sonus on January 2, 2015. Sonus has not disclosed the revenue and earnings of the SDN Business for the periods since January 2, 2015, as these amounts are not significant to Sonus's consolidated financial statements.

(3)
Includes $14.8 million of revenue attributable to Performance Technologies, Incorporated for the period subsequent to its acquisition by Sonus on February 19, 2014. The impact on earnings is not significant.

(4)
Includes $17.3 million of revenue and $9.5 million of net loss attribtable to Network Equipment Technologies, Inc. for the period subsequent to its acquisition by Sonus on August 24, 2012.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF GENBAND

        The following selected financial information is intended to aid you in understanding certain financial aspects of GENBAND. The selected consolidated historical information for GENBAND for each of the fiscal years ended December 31, 2016, 2015 and 2014 and the selected consolidated balance sheet data as of December 31, 2016 and 2015 have been derived from the audited consolidated financial statements and related notes included on pages FIN-2 to FIN-42 of this joint proxy statement/prospectus. The selected consolidated statement of operations data for each of the six months ended June 30, 2017 and 2016 and the selected consolidated balance sheet data as of June 30, 2017 have been derived from the unaudited consolidated financial statements and related notes included on pages FIN-43 to FIN-69 of this joint proxy statement/prospectus. The selected consolidated statement of operations data for each of the fiscal years ended December 31, 2013 and 2012 and the selected consolidated balance sheet data as of December 31, 2014, 2013 and 2012 have been derived from the audited consolidated financial statements of GENBAND and related notes not included in this joint proxy statement/prospectus. Financial information for GB and GB II has been excluded because they are holding companies with no operations.

        The unaudited consolidated interim financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of GENBAND's management, include all adjustments necessary for a fair presentation of the information set forth herein. The selected financial data for GENBAND presented below should be read together with the audited consolidated financial statements set forth on pages FIN-2 to FIN-42 and the unaudited interim consolidated financial statements set forth on pages FIN-43 to FIN-69 of this joint proxy statement/prospectus, as well as the section entitled "GENBAND Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 219 of this joint proxy statement/prospectus. The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods.

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        The information set forth below is only a summary and is not necessarily indicative of the results of future operations of GENBAND or the combined company, and you should read the following information together with GENBAND's audited consolidated financial statements, the notes related thereto and the section entitled "GENBAND Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 219, and GENBAND's unaudited consolidated financial statements and the notes related thereto.

 
  Six Months Ended    
   
   
   
   
 
 
  Year Ended December 31,  
 
  June 30,
2017
  June 30,
2016
 
 
  2016   2015   2014   2013   2012  
(in thousands)
  (unaudited)
   
   
   
   
   
 

Statement of Operations Data

                                           

Total revenue

  $ 185,152   $ 198,797   $ 427,094   $ 417,036   $ 519,101   $ 540,121   $ 556,665  

Gross profit

  $ 88,413   $ 96,665   $ 214,230   $ 191,286   $ 231,534   $ 247,334   $ 237,631  

Total operating expenses

  $ 104,648   $ 115,331   $ 232,135   $ 282,189   $ 281,824   $ 255,804   $ 279,819  

Loss before interest expense, other expense (income), net, and income tax provision (benefit)

  $ (16,235 ) $ (18,666 ) $ (17,905 ) $ (90,903 ) $ (50,290 ) $ (8,470 ) $ (42,188 )

Net loss

  $ (21,737 ) $ (24,819 ) $ (27,222 ) $ (91,669 ) $ (48,881 ) $ (19,486 ) $ (103,166 )

 

 
   
  December 31,  
 
  June 30,
2017
 
 
  2016   2015   2014   2013   2012  
(in thousands)
  (unaudited)
   
   
   
   
   
 

Balance Sheet Data

                                     

Cash and cash equivalents

  $ 21,538   $ 32,759   $ 34,228   $ 41,745   $ 60,135   $ 41,031  

Total assets

  $ 248,747   $ 281,789   $ 290,823   $ 341,598   $ 413,787   $ 415,218  

Total debt

  $ 59,000   $ 57,000   $ 49,612   $ 8,445   $ 13,778   $  

Convertible preferred stock (Class C)

  $ 597,711   $ 561,657   $ 497,043   $ 439,858   $ 389,726   $ 344,940  

Total stockholders' deficit (Classes A, B and E)

  $ (623,698 ) $ (570,346 ) $ (478,241 ) $ (324,692 ) $ (217,456 ) $ (156,322 )

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        The following selected unaudited pro forma condensed combined financial data as of June 30, 2017 and for the year ended December 31, 2016 and the six months ended June 30, 2017 give effect to the proposed mergers between Sonus, GENBAND, GB, GB II and New Solstice, which will be accounted for as a business combination under the acquisition method of accounting, with Sonus as the acquirer. The selected unaudited pro forma combined financial data presented below is based on, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements that appear elsewhere in this joint proxy statement/prospectus, including the footnotes thereto, the historical financial statements of Sonus that are incorporated by reference into this joint proxy statement/prospectus and GENBAND's audited consolidated financial statements, unaudited consolidated financial statements and the notes related thereto that appear elsewhere in this joint proxy statement/prospectus. See the sections entitled "GENBAND Management's Discussion and Analysis of Financial Condition and Results of Operations," "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Statements" for additional information.

        The unaudited pro forma condensed combined balance sheet data as of June 30, 2017 combines the historical condensed consolidated balance sheets of Sonus and GENBAND as of June 30, 2017, giving pro forma effect to the mergers as if they had been completed on June 30, 2017. The following selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2016 and the six months ended June 30, 2017 combine the historical condensed statements of operations data of Sonus and GENBAND for the same periods, giving pro forma effect to the mergers as if they had been completed on January 1, 2016. The selected unaudited pro forma condensed combined financial data excludes GB and GB II because they are holding companies with no operations.

        The selected unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the actual or future financial position or results of operations that would have been realized if the proposed mergers had been completed as of the dates indicated in the unaudited pro forma condensed combined financial statements or that will be realized upon the consummation of the proposed mergers.

 
  Year ended
December 31,
2016
  Six months
ended
June 30,
2017
 
 
  (in thousands, except per
share data)

 

Pro Forma Statement of Operations Data

             

Loss from operations

  $ (116,177 ) $ (63,434 )

Net loss

  $ (123,376 ) $ (67,258 )

Loss per common share from continuing operations

  $ (1.22 ) $ (0.67 )

 

 
  As of
June 30, 2017
 
 
  (in thousands)
 

Pro Forma Balance Sheet Data

       

Cash and cash equivalents

  $  

Marketable securities

  $ 17,302  

Working capital(1)

  $ 24,264  

Investments

  $ 38,523  

Total assets

  $ 824,984  

Accumulated deficit

  $ (1,057,748 )

Total stockholders' equity

  $ 565,881  

(1)
We define working capital as current assets less current liabilities.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following tables set forth certain historical, pro forma and pro forma equivalent per share financial information of Sonus common stock and GENBAND shares. The unaudited pro forma and pro forma equivalent per share financial information gives effect to the mergers as if they had occurred on June 30, 2017 for book value per share data and as of January 1, 2016 for net loss per share data. The information in the table is based on, and should be read together with the unaudited pro forma condensed combined financial statements including the notes thereto, and the historical financial statements of GENBAND that appear elsewhere in this joint proxy statement/prospectus, and the historical financial statements of Sonus that are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Statements."

        The following unaudited pro forma net loss per share data for the year ended December 31, 2016 and the six months ended June 30, 2017 was calculated using the historical condensed combined statements of operations data of Sonus and GENBAND for the same periods, giving pro forma effect to the mergers as if they had been completed on January 1, 2016. The following unaudited pro forma book value per share data as of June 30, 2017 was calculated using the historical condensed combined balance sheets of Sonus and GENBAND as of June 30, 2017, giving pro forma effect to the mergers as if they had been completed on June 30, 2017. The following table excludes GB and GB II because they are holding companies with no operations.

        The unaudited pro forma per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the mergers had been completed as of the dates indicated or will be realized upon the completion of the mergers. Sonus and GENBAND have not declared or paid any dividends during the periods presented.

 
  As of and
for the
year ended
December 31,
2016
  As of and
for the
six months
ended
June 30,
2017
 

Sonus

             

Book value per share—historical(1)

  $ 4.47   $ 4.09  

Loss per common share from continuing operations—basic and diluted

  $ (0.28 ) $ (0.47 )

GENBAND

   
 
   
 
 

Book value per share—historical(1)

  $ (0.23 ) $ (0.25 )

Combined

   
 
   
 
 

Book value per share—pro forma(2)

        $ 5.58  

Loss per common share from continuing operations—basic and diluted

  $ (1.22 ) $ (0.67 )

(1)
Historical book value per share is calculated by dividing stockholders' equity by total outstanding shares.

(2)
Combined pro forma book value per share is calculated by dividing pro forma combined total stockholders' equity by pro forma combined outstanding common shares.

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HISTORICAL MARKET PRICE OF SONUS COMMON STOCK

        Sonus common stock is listed on the NASDAQ Global Select Market under the symbol "SONS."

        The following table presents the reported high and low sale prices of Sonus' common stock, in each case for the periods indicated, as reported by the NASDAQ Global Select Market. On May 22, 2017, the last full trading day prior to the announcement of the business combination, the closing price of Sonus common stock on the NASDAQ Global Select Market was $7.79 per share. On August 31, 2017, the closing price of Sonus common stock on the NASDAQ Global Select Market was $6.91 per share. You should obtain a current stock price quotation for Sonus common stock.

 
  High   Low  

Year Ending December 31, 2017

             

Third Quarter (through August 31, 2017)

  $ 7.86   $ 6.28  

Second Quarter

  $ 8.64   $ 6.41  

First Quarter

  $ 6.89   $ 5.77  

Year Ended December 31, 2016

   
 
   
 
 

Fourth Quarter

  $ 7.84   $ 5.51  

Third Quarter

  $ 10.00   $ 7.52  

Second Quarter

  $ 9.26   $ 7.05  

First Quarter

  $ 8.10   $ 5.15  

Year Ended December 31, 2015

   
 
   
 
 

Fourth Quarter

  $ 7.55   $ 5.55  

Third Quarter

  $ 8.20   $ 5.82  

Second Quarter

  $ 8.55   $ 7.50  

First Quarter

  $ 20.75   $ 7.86  

        As of August 31, 2017, there were 51,902,131 shares of Sonus common stock outstanding (which includes 2,062,419 unvested shares underlying restricted stock grants that are not considered to be outstanding for accounting purposes), and there were approximately 159 holders of record of Sonus common stock.

        Sonus has never declared or paid cash dividends and has no present intention to pay cash dividends in the foreseeable future.

        Prior to the consummation of the mergers, New Solstice will apply to list its common stock on the NASDAQ Global Select Market under the symbol "SONS," subject to official notice of issuance. The historical prices of Sonus common stock are not necessarily indicative of the future trading prices of New Solstice's common stock because, among other things, the current price of Sonus common stock reflects the current market valuation of Sonus' current business and assets, and does not necessarily take into account the changes in Sonus' business that will occur in connection with the consummation of the transactions contemplated by the merger agreement. See the section entitled "Risk Factors—Risks Relating to Ownership of New Solstice Common Stock" beginning on page 67 of this joint proxy statement/prospectus.

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HISTORICAL MARKET PRICE OF GENBAND, GB AND GB II

        Each of GENBAND, GB and GB II is a privately held company, and there are no established trading markets for their respective securities. As of August 31, 2017, there were 1,693,357,175 GENBAND Class A Shares outstanding, 134,472,345 GENBAND Class B Shares outstanding, 4,872,903,160 GENBAND Class C Shares outstanding, 700,993,804 GENBAND Class E Shares outstanding, 381,123,422 shares of GB common stock outstanding, and 81.2 shares of GB II common stock outstanding, and there were approximately 79 holders of record of GENBAND shares, 360 holders of record of GB common stock and 47 holders of record of GB II common stock. None of GENBAND, GB or GB II has ever declared or paid any cash dividends on its capital stock nor does it intend to do so in the foreseeable future.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus may contain "forward-looking statements," with respect to Sonus, the GENBAND parties and New Solstice, that reflect our current views with respect to future events and financial performance and the expected benefits and synergies of the business combination. These statements may be made directly in this joint proxy statement/prospectus or they may be made a part of this joint proxy statement/prospectus by appearing in other documents filed with the SEC by Sonus and incorporated by reference in this joint proxy statement/prospectus. These statements may include statements regarding the period following completion of the mergers.

        Words such as "anticipate," "believe," "estimate," "expect," "project," "intend," "plan," "believe," "target," "objective," "goal," "predict," "may," "will," "could," "would," "should," "pro forma" and words or terms of similar substance used in connection with any discussion of the mergers or the future operating or financial performance of Sonus, the GENBAND parties or New Solstice identify forward-looking statements. All forward-looking statements are our respective management's present expectations or forecasts of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition to the factors discussed in the section entitled "Risk Factors" beginning on page 58 of this joint proxy statement/prospectus, the following risks related to the transactions contemplated by the merger agreement and the businesses of Sonus, the GENBAND parties and New Solstice, among others, could cause actual results to differ materially from those described in the forward-looking statements:

    the occurrence of any change, effect, event, occurrence, development, matter, state of facts, series of events or circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Sonus to pay a termination fee to GENBAND;

    the ability to implement integration plans for the mergers and the ability to recognize the anticipated growth and cost savings and benefits of the mergers;

    fluctuations in the market value of Sonus common stock and, after the completion of the mergers, New Solstice common stock;

    uncertainties related to the timing of the receipt of required regulatory approvals for the mergers and the possibility that Sonus and GENBAND may be required to accept conditions that could reduce the anticipated benefits of the mergers as a condition to obtaining such regulatory approvals;

    the inability to complete the mergers due to the failure to obtain Sonus stockholder, GENBAND shareholder, GB stockholder or GB II stockholder approval or the failure to satisfy other conditions to the closing of the mergers;

    the failure of the mergers to close for any other reason and the resulting potential negative impact on the stock price of Sonus, and the business and financial results of Sonus and the GENBAND parties;

    risks that the mergers and the other transactions contemplated by the merger agreement would disrupt current plans and operations;

    the ability to continue to retain, motivate and recruit executives and other key employees;

    the outcome of any legal proceedings that have been or may be instituted against Sonus, the GENBAND parties and/or others relating to the mergers;

    diversion of the attention of Sonus' and the GENBAND parties' respective management from ongoing business concerns;

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    limitations placed on the ability of Sonus and the GENBAND parties to operate their respective businesses by the merger agreement;

    the effect of the announcement of the mergers on Sonus' and the GENBAND parties' business relationships, employees, customers, suppliers, vendors, other partners, operating results and businesses generally;

    the amount of any costs, fees, expenses, impairments and charges related to the mergers;

    changes in the anticipated tax treatment of the mergers;

    the impact of Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders (as applicable) having a reduced ownership and voting interest after the mergers and less influence over management;

    the failure of the mergers to be accretive and potential dilution to the combined company's earnings per share;

    charges to earnings resulting from the application of the purchase method of accounting in future periods; and

    competitive pressures in all markets in which Sonus and the GENBAND parties operate.

        We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus in the case of forward-looking statements contained in this joint proxy statement/prospectus, or the dates of the documents incorporated by reference in this joint proxy statement/prospectus in the case of forward-looking statements made in those incorporated documents. Except as may be required by law, none of Sonus, the GENBAND parties or New Solstice has any obligation to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise.

        For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the most recent annual report on Form 10-K and quarterly reports on Form 10-Q that Sonus has filed with the SEC as described in the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus.

        We expressly qualify in their entirety all forward-looking statements attributable to Sonus, the GENBAND parties or, following the consummation of the transactions contemplated by the merger agreement, New Solstice or any person acting on our behalf by the cautionary statements contained or referred to in this section.

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RISK FACTORS

        By voting in favor of the applicable merger proposal, Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders will be choosing to invest in New Solstice common stock following the completion of the mergers. An investment in New Solstice common stock involves a high degree of risk. Before you vote, you should carefully consider the risks described below, those described in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 56 of this joint proxy statement/prospectus and the other information contained in this joint proxy statement/prospectus or in the documents of Sonus incorporated by reference into this joint proxy statement/prospectus, particularly the risk factors discussed in this section of this joint proxy statement/prospectus entitled "Risk Factors" and in the sections entitled "Risk Factors" in Sonus' Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Sonus' Quarterly Report on Form 10-Q for the period ended June 30, 2017, each of which is incorporated by reference into this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus. In addition to the risks set forth below, new risks may emerge from time to time and it is not possible to predict all risk factors, nor can Sonus or GENBAND assess the impact of all factors on the mergers and the combined company following the mergers or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.

Risks Relating to the Mergers

Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders cannot be sure of the value of the merger consideration they will be entitled to receive.

        Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders will be entitled to receive a fixed number of shares of New Solstice common stock in the mergers, respectively, rather than a number of shares of New Solstice common stock with a particular fixed market value. The market value of Sonus common stock at the effective time may vary significantly from its price on the date prior to the date the merger agreement was executed, the date of this joint proxy statement/prospectus or the date on which Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders vote on the applicable merger proposals. At the time of the special meetings or extraordinary general meeting, Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders will not know or be able to determine the value of the New Solstice common stock they may receive upon completion of the mergers. Changes in the market price of Sonus common stock may result from a variety of factors that are beyond the control of Sonus or GENBAND, including changes in their respective businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and other developments. Market assessments of the benefits of the mergers, the likelihood that the mergers will be completed and general and industry-specific economic and market conditions may also have an effect on the market price of Sonus common stock. Changes in market prices of Sonus common stock may also be caused by fluctuations and developments affecting general and industry-specific economic and market conditions and may have an adverse effect on Sonus common stock prior to the consummation of the mergers.

        In addition, the market value of Sonus common stock may vary significantly from the date of the special meetings to the date of the completion of the mergers. You are urged to obtain up-to-date prices for Sonus common stock. There is no assurance that the mergers will be completed, that there will not be a delay in the completion of the mergers or that all or any of the anticipated benefits of the mergers will be obtained. See the section entitled "Comparative Historical and Unaudited Pro Forma Per Share Data" for ranges of historic prices of Sonus common stock.

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The market price for New Solstice common stock may be affected by factors different from those that historically have affected Sonus common stock and GENBAND party shares or common stock (as applicable).

        Following the mergers, Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders will become stockholders of New Solstice. The combined company's business will differ from that of Sonus and GENBAND, and accordingly the results of operations of New Solstice following the mergers will be affected by some factors that are different from those currently affecting the results of operations of Sonus and GENBAND. This joint proxy statement/prospectus describes the business of GENBAND and incorporates by reference important information regarding the business of Sonus and also describes important factors to consider in connection with those businesses and the business of the combined company. For a discussion of these matters, see, for example, the sections entitled "Business of GENBAND," "Management's Discussion and Analysis of the Financial Condition and Results of Operations of GENBAND," "Index to Financial Statements of GENBAND" and "Unaudited Pro Forma Condensed Combined Financial Statements" in this joint proxy statement/prospectus as well as the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

The shares of New Solstice common stock to be received by Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders as a result of the mergers will have different rights from shares of Sonus common stock and GENBAND party shares or common stock (as applicable).

        Following completion of the mergers, Sonus stockholders, GENBAND shareholders, GB stockholders and GB II stockholders will no longer be stockholders or shareholders of Sonus and the GENBAND parties (as applicable), but will instead be stockholders of New Solstice. There will be important differences between your current rights as a Sonus stockholder, GENBAND shareholder, GB stockholder or GB II stockholder and your rights as a New Solstice stockholder. See the section entitled "Comparison of Stockholder Rights" beginning on page 295 of this joint proxy statement/prospectus.

Obtaining required regulatory approvals may prevent or delay completion of the mergers or reduce the anticipated benefits of the mergers or may require changes to the structure or terms of the mergers.

        Consummation of the mergers is conditioned upon, among other things, the expiration or termination of the waiting period (and any extensions thereof) applicable to the mergers under the HSR Act. Even though on June 29, 2017, the FTC granted early termination of the applicable waiting period under the HSR Act, effective immediately, at any time before or after the mergers are consummated, any of the DOJ, the FTC or U.S. state attorneys general could take action under the antitrust laws in opposition to the mergers, including seeking to enjoin completion of the mergers, condition completion of the mergers upon the divestiture of certain assets of Sonus, GENBAND or their subsidiaries or impose restrictions on New Solstice's post-merger operations. In addition, non-U.S. agencies could take similar action under their antitrust laws in opposition to the mergers. These actions could negatively affect the results of operations and financial condition of the combined company following completion of the mergers. Any such requirements or restrictions may prevent or delay completion of the mergers or may reduce the anticipated benefits of the mergers, which could also have a material adverse effect on the combined company's business and cash flows, financial condition and results of operations. See the sections entitled "The Mergers—Regulatory Matters Relating to the Transactions" and "The Merger Agreement—Conditions to the Mergers" beginning on pages 185 and 208, respectively, of this joint proxy statement/prospectus.

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The closing of the mergers is subject to many conditions and if these conditions are not satisfied or waived, the mergers will not be completed.

        The closing of the mergers is subject to a number of conditions as set forth in the merger agreement that must be satisfied or waived, including, among others: (i) receipt of the Sonus stockholder approval, GENBAND shareholder approval, GB stockholder approval and GB II stockholder approval; (ii) the authorization for listing by NASDAQ of the New Solstice common stock to be issued as consideration in the mergers; (iii) the expiration or termination of the HSR waiting period; (iv) the absence of any law or order from any court or governmental entity prohibiting or making unlawful the consummation of the transactions contemplated by the merger agreement; (v) the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (vi) the receipt by Sonus and GENBAND of certain tax opinions.

        The closing of the mergers is also dependent upon the accuracy of representations and warranties made by the parties to the merger agreement (subject to customary materiality qualifiers and other customary exceptions) and the performance in all material respects by the parties of obligations imposed under the merger agreement.

        For a more complete summary of the conditions that must be satisfied or waived prior to completion of the mergers, see the section entitled "The Merger Agreement—Conditions to the Mergers" beginning on page 208 of this joint proxy statement/prospectus.

        There can be no assurance as to whether or when the conditions to the closing of the mergers will be satisfied or waived or as to whether or when the mergers will be consummated.

The opinions of Sonus' and GENBAND's financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the mergers.

        GENBAND has not obtained an updated opinion from its financial advisor in respect of the consideration to be paid to GENBAND party shareholders in connection with the mergers as of the date of this joint proxy statement/prospectus and does not expect to receive an updated opinion prior to the completion of the mergers. Sonus received an updated opinion as a result of revised estimates furnished by management of Sonus of the present value of net operating losses of Sonus and the GENBAND parties on June 22, 2017, but otherwise has not obtained an updated opinion from its financial advisor in respect of the consideration to be paid to Sonus stockholders in connection with the mergers as of the date of this joint proxy statement/prospectus and does not expect to receive an updated opinion prior to the completion of the mergers. Changes in the operations and prospects of Sonus or GENBAND, general market and economic conditions and other factors that may be beyond the control of Sonus or GENBAND, and on which the opinion of their respective financial advisors was based, may significantly alter the value of Sonus or GENBAND, or the price of Sonus common stock, by the time the mergers are completed. The opinions do not speak as of the time the mergers will be completed or as of any date other than the date of the opinion. Because the financial advisors will not be updating their opinions, which were issued in connection with the execution of the merger agreement on May 23, 2017 (and, with respect to Sonus, as updated solely as described above), the opinions will not address the fairness of the merger consideration from a financial point of view at the time the mergers are completed. The recommendation of the Sonus board that Sonus stockholders vote "FOR" each of the proposals to be considered at the Sonus special meeting, and the recommendation of the GENBAND board that GENBAND shareholders vote "FOR" each of the proposals to be considered at the Extraordinary General Meeting, however, are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Sonus and GENBAND received from their respective financial advisors, see the sections entitled "The Mergers—Opinion of Sonus' Financial Advisor" and "The Mergers—Opinion of GENBAND's Financial Advisor" beginning on pages 134 and 154, respectively, of this joint proxy statement/prospectus.

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Sonus and the GENBAND parties will be subject to business uncertainties and certain operating restrictions until consummation of the mergers.

        Uncertainty about the effect of the mergers on employees and customers, among others, may have an adverse effect on Sonus, the GENBAND parties or the combined company following the mergers. These uncertainties could disrupt the business of Sonus or the GENBAND parties and cause customers, suppliers, vendors, partners and others that deal with Sonus and the GENBAND parties to defer entering into contracts with Sonus and the GENBAND parties or making other decisions concerning Sonus and the GENBAND parties or seek to change or cancel existing business relationships with Sonus and the GENBAND parties. Retention and motivation of certain employees may be challenging during the pendency of the mergers due to uncertainty about their future roles and difficulty of integration. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the combined company, New Solstice's business following the mergers could be negatively impacted. In addition, the merger agreement restricts the parties thereto from making certain acquisitions and investments and taking other specified actions until the merger occurs without the consent of the other party. These restrictions may prevent Sonus and the GENBAND parties from pursuing attractive business opportunities that may arise prior to the completion of the mergers. See the section entitled "The Merger Agreement—Covenants and Agreements" beginning on page 200 of this joint proxy statement/prospectus for a description of the restrictive covenants to which each of Sonus and the GENBAND parties is subject.

The merger agreement contains restrictions on the ability of Sonus to pursue other alternatives to the mergers.

        The merger agreement contains non-solicitation provisions that, subject to limited exceptions, restrict the ability of Sonus to maintain, initiate, solicit or knowingly encourage or facilitate any Sonus acquisition proposal (as defined under the heading "The Merger Agreement—No Solicitation—No Solicitation by Sonus" beginning on page 202 of this joint proxy statement/prospectus) or any inquiry or proposal that would reasonably be expected to lead to a Sonus acquisition proposal from any third party, or participate in any discussions or negotiations regarding any acquisition proposal or any inquiry or proposal that would reasonably be expected to lead to a Sonus acquisition proposal. Although the Sonus board is permitted to take certain actions in response to a superior proposal (as defined under the heading "The Merger Agreement—No Solicitation—No Solicitation by Sonus" beginning on page 202 of this joint proxy statement/prospectus) or a Sonus acquisition proposal that is reasonably likely to result in a superior proposal if it determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, doing so in specified situations could require Sonus to pay to GENBAND a termination fee of $14.5 million. See the sections entitled "The Merger Agreement—No Solicitation—No Solicitation by Sonus" beginning on page 202 of this joint proxy statement/prospectus and "The Merger Agreement—Termination Fee" beginning on page 212 of this joint proxy statement/prospectus for a more complete discussion of these restrictions and consequences.

        Such provisions could discourage a potential acquiror that might have an interest in making a proposal from considering or proposing any such transaction, even if it were prepared to pay consideration with a higher value to Sonus stockholders than that to be paid in the mergers. There also is a risk that the requirement to pay the termination fee to GENBAND in certain circumstances may result in a potential acquiror proposing to pay a lower per share price to acquire Sonus than it might otherwise have proposed to pay.

The merger agreement contains restrictions on the ability of GENBAND to pursue other alternatives to the mergers.

        The merger agreement contains non-solicitation provisions that restrict the ability of GENBAND to maintain, initiate or solicit or knowingly encourage or facilitate any GENBAND acquisition proposal (as defined under the heading "The Merger Agreement—No Solicitation—No Solicitation by

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GENBAND Parties" beginning on page 204 of this joint proxy statement/prospectus) or any inquiry or proposal that would reasonably be expected to lead to a GENBAND acquisition proposal from any third party, or participate in any negotiations regarding any acquisition proposal or any inquiry or proposal that would reasonably be expected to lead to a GENBAND acquisition proposal. Such provisions could discourage a potential acquiror that might have an interest in making a proposal from considering or proposing any such transaction, even if it were prepared to pay consideration with a higher value to the GENBAND party shareholders than that to be paid in the mergers.

The merger agreement may be terminated in accordance with its terms and the mergers may not be completed.

        Sonus or GENBAND may terminate the merger agreement under certain circumstances including, among other reasons, if the merger is not completed by February 23, 2018 or, if extended by either Sonus or GENBAND in accordance with the terms of the merger agreement, May 31, 2018. For a discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by Sonus, see the sections entitled "The Merger Agreement—No Solicitation" and "The Merger Agreement—Termination Fee" beginning on pages 202 and 212, respectively, of this joint proxy statement/prospectus.

The termination of the merger agreement could negatively impact Sonus and GENBAND.

        If the mergers are not completed for any reason, including as a result of the Sonus stockholder approval, the GENBAND shareholder approval, the GB stockholder approval or the GB II stockholder approval not being obtained, the ongoing businesses of Sonus and GENBAND may be adversely affected and, without realizing any of the anticipated benefits of having completed the mergers, Sonus and GENBAND would be subject to a number of risks, including the following:

    Sonus may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the mergers will be completed);

    Sonus and GENBAND may experience negative reactions from their respective customers, regulators and employees;

    Sonus and GENBAND could be subject to litigation related to a failure to complete the mergers or perform their respective obligations under the merger agreement;

    Sonus and GENBAND will be required to pay certain costs relating to the mergers, whether or not the mergers are completed; and

    matters relating to the mergers (including integration planning) will require substantial commitments of time and resources by Sonus management and GENBAND management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Sonus and GENBAND as independent companies.

        If the merger agreement is terminated and the Sonus board or the GENBAND board seeks another merger, business combination or other transaction, Sonus stockholders or GENBAND party shareholders (as applicable) cannot be certain that Sonus or GENBAND will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Sonus stockholders and GENBAND party shareholders (as applicable) would receive in the mergers. If the merger agreement is terminated under certain circumstances specified in the merger agreement, Sonus may be required to pay GENBAND a termination fee of $14.5 million, depending on the circumstances surrounding the termination. See the section entitled "The Merger Agreement—Termination Fee" beginning on page 212 of this joint proxy statement/prospectus for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination fee may be payable by Sonus.

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        If the mergers are not consummated, Sonus cannot assure its stockholders that the risks described will not materially affect the business, financial results and stock price of Sonus.

Directors and executive officers of Sonus and the GENBAND parties have interests in the mergers, including accelerated vesting of equity awards, that are different from, and in addition to, those of Sonus stockholders and GENBAND party shareholders who are not directors or executive officers of Sonus or the GENBAND parties.

        Certain of the directors and executive officers of each of Sonus and the GENBAND parties negotiated the terms of the merger agreement, the Sonus board recommended that Sonus stockholders vote in favor of the Sonus merger proposal, the Sonus governance-related proposals and the Sonus executive compensation proposal, and each GENBAND party board recommended that the applicable GENBAND party shareholders vote in favor of the applicable merger proposal. These directors and executive officers have interests in the mergers, which are different from, or in addition to, or in conflict with, those of Sonus stockholders and GENBAND party shareholders who are not directors or executive officers of Sonus or the GENBAND parties. These interests include the continued service of certain directors of Sonus and the GENBAND parties as directors of the combined company, acceleration of vesting of stock options, restricted stock units, performance stock units, profits interests and other equity-based awards, potential severance payments and continued medical and welfare benefits for certain Sonus and GENBAND party executive officers and directors, continuing employment of certain executive officers of Sonus and GENBAND by the combined company, certain other one-time and retention and similar bonus payments for certain executive officers and directors of Sonus and the GENBAND parties, certain equity grants in New Solstice for certain executive officers and directors of the GENBAND parties, and certain indemnification rights for executive officers and directors of Sonus and the GENBAND parties.

        Sonus stockholders and GENBAND party shareholders who are not directors or executive officers of Sonus or the GENBAND parties should be aware of these interests when they consider recommendations of the respective Sonus and GENBAND party boards that they vote in favor of the Sonus merger proposal, the Sonus governance-related proposals and the Sonus executive compensation proposal, or the applicable GENBAND party merger proposal, as applicable. The Sonus board was aware of these interests when it determined that the merger agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, the Sonus stockholders and recommended that the Sonus stockholders adopt the merger agreement. The interests of Sonus directors and executive officers, including the number and value of equity awards that will be accelerated, are described in more detail in the section entitled "The Mergers—Interests of Directors and Executive Officers in the Transactions—Interests of Directors and Executive Officers of Sonus in the Transactions" and "The Merger Agreement—Treatment of Sonus Equity Awards." Likewise, each GENBAND party board was aware of these interests when it determined that the merger agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, the respective GENBAND party shareholders and recommended that the applicable GENBAND party shareholders adopt the merger agreement. The interests of GENBAND party directors and executive officers, including the accelerated vesting of certain equity awards and eligibility for certain additional equity-based payments, are described in more detail in the section entitled "The Mergers—Interests of Directors and Executive Officers in the Transactions—Interests of Directors and Executive Officers of the GENBAND Parties in the Transactions."

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The unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus are presented for illustrative purposes only and the actual financial condition and results of operations of the combined company following the mergers may differ materially.

        The unaudited pro forma condensed combined financial statements contained in this joint proxy statement/prospectus are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates, and may not be an indication of financial condition or results of operations of the combined company following the mergers for several reasons. The actual financial condition and results of operations of the combined company following the mergers may not be consistent with, or evident from, these unaudited pro forma condensed combined financial statements. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial statements may not prove to be accurate, and other factors may affect the combined company's financial condition or results of operations following the mergers. Any potential decline in the combined company's financial condition or results of operations may cause significant variations in the stock price of New Solstice following the closing of the mergers.

Both Sonus stockholders and GENBAND party shareholders will have a reduced ownership and voting interest after the mergers and will exercise less influence over management.

        After the completion of the mergers, former Sonus stockholders and former GENBAND party shareholders will own a smaller percentage of New Solstice than they currently own of Sonus or GENBAND, GB or GB II, respectively. Upon completion of the mergers, former Sonus stockholders, on the one hand, and former GENBAND shareholders, GB stockholders and GB II stockholders, on the other hand, in the aggregate each will hold approximately 50% of the shares of New Solstice common stock issued and outstanding immediately after the consummation of the mergers. Consequently, Sonus stockholders, as a group, and GENBAND party shareholders, as a group, will each have reduced ownership and voting power in the combined company compared to their ownership and voting power in Sonus and GENBAND, GB and GB II, respectively.

Consideration to be received by GENBAND shareholders, GB stockholders and GB II stockholders is subject to the liquidation waterfall as set forth in Article 5.2 of the GENBAND Articles of Association attached as Annex C to this joint proxy statement/prospectus.

        As further described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement—GENBAND Party Mergers" beginning on page 109 of this joint proxy statement/prospectus, the distribution of merger consideration to the holders of GENBAND shares, GB common stock and GB II common stock is subject to the liquidation waterfall as set forth in Article 5.2 of the GENBAND Articles of Association attached as Annex C to this joint proxy statement/prospectus. The consideration amount distributed to the shareholders of the GENBAND parties is to be calculated according to this waterfall and, depending on the value of the final total consideration on the closing date of the mergers, the merger consideration distributed to certain shareholders may be zero. Under the merger agreement, GENBAND shareholders (other than GB and GB II) will also have the right to receive a three-year promissory note issued by New Solstice as described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement—GENBAND Merger" beginning on page 108 of this joint proxy statement/prospectus. Consideration from the promissory note will be distributed to GENBAND shareholders (other than GB and GB II) in accordance with the waterfall. Pursuant to the terms of the merger agreement, GB and GB II stockholders are not entitled to receive any consideration under the promissory note.

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Risks Relating to the Combined Company Following the Mergers

New Solstice may fail to realize the anticipated benefits of the mergers.

        The success of the mergers will depend on, among other things, New Solstice's ability to combine the businesses of Sonus and GENBAND in a manner that facilitates growth opportunities and realizes the anticipated benefits, including, without limitation the anticipated synergies and cost savings, from combining the businesses of Sonus and GENBAND, as further described in the sections entitled "The Mergers—Recommendation of the Sonus Board; Sonus' Reasons for the Mergers" beginning on page 124 of this joint proxy statement/prospectus and "The Mergers—Recommendation of the GENBAND Board," "—Recommendation of the GB Board," "—Recommendation of the GB II Board" and "—Reasons of GENBAND, GB and GB II for the Transactions" beginning on pages 167, 167, 168 and 168, respectively, of this joint proxy statement/prospectus.

        However, New Solstice must successfully combine the businesses of Sonus and GENBAND in a manner that permits these anticipated benefits to be realized. In addition, the combined company must achieve the anticipated synergies and cost savings without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected.

Failure to successfully combine the businesses of Sonus and GENBAND in the expected time frame may adversely affect New Solstice's future results.

        Historically, Sonus and GENBAND have been independent companies, and they will continue to be operated as such until the completion of the transactions contemplated by the merger agreement, including the mergers. There can be no assurance that their businesses can be integrated successfully. The management of New Solstice may face significant challenges in consolidating the functions of Sonus and GENBAND, integrating the technologies, organizations, procedures, policies and operations, as well as addressing the different business cultures at the two companies, and retaining key personnel. The integration may also be complex and time consuming, and require substantial resources and effort. The integration process and other disruptions resulting from the mergers may also disrupt each company's ongoing business and/or adversely affect each company's relationships with its employees, regulators and customers and others with whom such company has business or other dealings. In addition, difficulties in integrating the businesses could harm the reputation of New Solstice.

Combining the businesses of Sonus and GENBAND may be more difficult, costly or time-consuming than expected, which may adversely affect the combined company's results and negatively affect the value of its common stock following the mergers.

        Sonus and GENBAND have entered into the merger agreement because each believes that the mergers will be beneficial to its respective companies and stockholders and that combining the businesses of Sonus and GENBAND will produce benefits and cost savings. If the combined company is not able to successfully combine the businesses of Sonus and GENBAND in an efficient and effective manner, the anticipated benefits and cost savings of the mergers may not be realized fully, or at all, or may take longer to realize than expected, and the value of New Solstice common stock may be affected adversely.

        An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of New Solstice common stock following the mergers.

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        In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what the combined company expects and may take longer to achieve than anticipated. If New Solstice is not able to adequately address integration challenges, the combined company may be unable to successfully integrate Sonus' and GENBAND's operations or realize the anticipated benefits of the integration of the two companies.

Sonus and GENBAND will incur significant transaction and merger-related costs in connection with the mergers, which may adversely affect the liquidity of the combined company.

        Sonus and GENBAND have incurred, and expect that they and New Solstice will incur, significant, non-recurring costs in connection with consummating the mergers and integrating the operations of the two companies. Sonus and GENBAND may incur additional costs to maintain employee morale and to retain key employees. Sonus and GENBAND will also incur significant fees and expenses relating to legal, accounting and other transaction fees and other costs associated with the mergers. Some of these costs are payable by Sonus and GENBAND regardless of whether or not the mergers are completed. Moreover, under specified circumstances, Sonus may be required to pay to GENBAND a termination fee of $14.5 million if the mergers are not consummated. See the section entitled "The Merger Agreement—Termination Fee" beginning on page 212 of this joint proxy statement/prospectus.

        There is also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the mergers and the integration of the two companies' businesses. While both Sonus and GENBAND have assumed that a certain level of expenses would be incurred in connection with the mergers and the other transactions contemplated by the merger agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

        There may also be additional unanticipated significant costs and charges in connection with the mergers that the combined company may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income Sonus and GENBAND expect to achieve from the mergers. Although Sonus and GENBAND expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

        Sonus' credit facility expired by its terms on June 30, 2017 and was not renewed. Accordingly, it is expected that New Solstice will pay the costs and charges described above from available cash on hand or borrowings under any credit facility that New Solstice may be able to obtain in the future. Payment of these costs and charges may adversely affect the liquidity of the combined company, and there can be no assurance that New Solstice will be able to obtain a credit facility on acceptable terms prior to the completion of the mergers or at all.

Third parties may terminate or alter existing contracts or relationships with Sonus or GENBAND.

        Sonus and GENBAND have contracts with customers, suppliers, vendors, landlords, licensors and other business partners which may require Sonus or GENBAND to obtain consents from these other parties in connection with the mergers. If these consents cannot be obtained, Sonus or GENBAND may suffer a loss of potential future revenues and may lose rights that are material to their respective businesses and the business of the combined company. In addition, third parties with whom Sonus or GENBAND currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the mergers. Any such disruptions could limit the combined company's ability to achieve the anticipated benefits of the mergers. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the mergers or the termination of the merger agreement.

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The combined company may be unable to retain Sonus and/or GENBAND key employees successfully after the mergers are completed.

        The success of the mergers will depend in part on the combined company's ability to retain the talents and dedication of key employees currently employed by Sonus and GENBAND. It is possible that these employees may decide not to remain with Sonus or GENBAND, as applicable, while the mergers are pending or with the combined company after the mergers are consummated. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, the combined company's business activities may be adversely affected and management's attention may be diverted from successfully integrating the businesses of Sonus and GENBAND to hiring suitable replacements, all of which may cause the combined company's business to suffer. In addition, Sonus and GENBAND may not be able to locate suitable replacements for any key employees who leave either company or offer employment to potential replacements on reasonable terms.

New Solstice will enter into a stockholders agreement with certain of the GENBAND party shareholders, which provides them with certain rights over company matters.

        The merger agreement contemplates that, as an additional condition to the closing of the transactions contemplated by the merger agreement, at the closing, New Solstice will enter into a stockholders agreement with the OEP Stockholders. The stockholders agreement will establish certain rights, restrictions and obligations of New Solstice and the OEP Stockholders, and will set forth other arrangements relating to New Solstice, including the right of the OEP Stockholders to designate up to five directors for nomination to New Solstice's nine member board of directors, subject to the OEP Stockholders maintaining certain beneficial ownership of New Solstice common stock. Therefore, the OEP Stockholders will be able to exert significant influence over matters requiring board approval, and New Solstice stockholders other than the OEP Stockholders will have limited or no ability to influence the outcome of certain key transactions.

        The interests of the parties to the stockholders agreement may differ from those of other holders of New Solstice common stock. See the section entitled "Other Related Agreements—Principal Stockholders Agreement" beginning on page 215 of this joint proxy statement/prospectus.

Risks Relating to Ownership of New Solstice Common Stock

Because there is currently no public market for New Solstice common stock, the market price and trading volume of New Solstice common stock may be volatile, and holders may not be able to sell shares of New Solstice common stock following the mergers.

        Prior to the completion of the mergers, New Solstice common stock will not be publicly traded and there will not have been any public market for New Solstice common stock. Following the completion of the mergers, an active trading market for the New Solstice common stock may not develop or be sustained. As a result, no public market price is available to Sonus stockholders or GENBAND party shareholders for use in determining the value of New Solstice common stock they are entitled to receive as merger consideration. We cannot predict the extent to which investor interest will lead to the development of an active trading market in shares of New Solstice common stock or whether such a market will be sustained following the mergers.

        The market price of New Solstice common stock after the completion of the mergers will be subject to significant fluctuations in response to, among other factors, variations in operating results and market conditions specific to the combined company's industry. If an active trading market does not develop or is not sustained, it may be difficult for you to sell your shares at a price that is attractive

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to you, or at all. The market price of New Solstice common stock could fluctuate significantly for many reasons, including, without limitation:

    as a result of the risk factors listed in this joint proxy statement/prospectus;

    actual or anticipated fluctuations in the combined company's operating results;

    for reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by the combined company's customers or competitors regarding their own performance;

    regulatory changes that could impact the combined company's business; and

    general economic and industry conditions.

Future sales of New Solstice common stock in the public market could cause volatility in the price of New Solstice common stock or cause the share price to fall.

        Sales of a substantial number of shares of New Solstice common stock in the public market, or the perception that these sales might occur, could depress the market price of New Solstice common stock, and could impair New Solstice's ability to raise capital through the sale of additional equity securities.

        The merger agreement provides that New Solstice and the OEP Stockholders will enter into a registration rights agreement requiring New Solstice to register for resale under the Securities Act of 1933, as amended (which we refer to as the Securities Act), all registrable shares held by the OEP Stockholders. As of the closing date, registrable shares will represent approximately 49% of the outstanding stock of New Solstice on a fully diluted basis. Accordingly, sales of a large number of registrable shares may be made after the closing of the mergers upon registration of such shares with the SEC in accordance with the terms of the registration rights agreement. Registration and sales of New Solstice common stock effected pursuant to the registration rights agreement will increase the number of shares being sold in the public market and may increase the volatility of the price of New Solstice common stock. See the section entitled "Other Related Agreements—Registration Rights Agreement" beginning on page 217 of this joint proxy statement/prospectus.

The mergers may not be accretive and may cause dilution to New Solstice's earnings per share, which may negatively affect the market price of New Solstice's common stock.

        Sonus and GENBAND currently anticipate that the mergers will be accretive to earnings per share of New Solstice in fiscal year 2018, after adjusting for, among other things, stock-based compensation, amortization of intangible assets, acquisition-related expense, restructuring, certain gains and losses included in other income (expense) and deferred income tax adjustments. This expectation is based on preliminary estimates, which may materially change. New Solstice could also encounter additional transaction and integration-related costs or other factors, such as the failure to realize all of the benefits anticipated in the mergers. All of these factors could cause dilution to New Solstice's adjusted earnings per share or decrease or delay the expected accretive effect of the mergers and cause a decrease in the market value of New Solstice's common stock.

Charges to earnings resulting from the application of the purchase method of accounting may adversely affect the market value of New Solstice common stock following the mergers.

        In accordance with U.S. GAAP, Sonus will be considered the acquirer of GENBAND for accounting purposes. Sonus will account for the mergers using the purchase method of accounting, which will result in charges to New Solstice's earnings that could adversely affect the market value of New Solstice common stock following the completion of the mergers. Under the purchase method of accounting, Sonus will allocate the total purchase price to the assets acquired and liabilities assumed

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from GENBAND based on their fair values as of the date of the completion of the mergers, and record any excess of the purchase price over those fair values as goodwill. For certain tangible and intangible assets, reevaluating their fair values as of the completion date of the mergers will result in New Solstice incurring additional depreciation and/or amortization expense that exceeds the combined amounts recorded by Sonus and GENBAND prior to the mergers. In addition, adjustments to other assets and liabilities, including inventory and deferred revenue, could result in higher cost of sales and lower amounts of revenue recognized in the near term resulting from these adjustments. These increased expenses will be recorded by New Solstice over the useful lives of the underlying assets. The reductions to revenue recognized will be recorded until the related deferred revenue is converted to revenue. In addition, to the extent the value of goodwill or intangible assets were to become impaired, New Solstice may be required to incur charges relating to the impairment of those assets. See the section entitled "The Mergers—Accounting Treatment" beginning on page 188 of this joint proxy statement/prospectus.

Risks Relating to Sonus' Business

        You should read and consider risk factors specific to Sonus' business that may also affect the combined company after the mergers. These risks are described in the section entitled "Risk Factors" in Sonus' Quarterly Report on Form 10-Q for the period ended June 30, 2017, and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to the GENBAND Parties' Business

        You should read and consider the following risk factors specific to the GENBAND parties' business that may also affect the combined company after the mergers.

Failure by GENBAND's strategic partners or by GENBAND in integrating products provided by its strategic partners could harm its business.

        GENBAND's solutions include the integration of products supplied by strategic partners who offer complementary products and services. GENBAND relies on these strategic partners in the timely and successful deployment of its solutions to its customers. If the products provided by these partners have defects or do not operate as expected, if the services provided by these partners are not completed in a timely manner, if GENBAND's partners have organizational or supply issues, or if GENBAND does not effectively integrate and support products supplied by these strategic partners, then GENBAND may have difficulty with the deployment of its solutions that may result in loss of, or delay in, revenues and/or increased service, support and warranty costs and a diversion of development resources, as well as network performance penalties.

        In addition to cooperating with GENBAND's strategic partners on specific customer projects, GENBAND also may compete in some areas with these same partners. If these strategic partners fail to perform or choose not to cooperate with GENBAND on certain projects, in addition to the effects described above, GENBAND could experience loss of customers and market share and/or failure to attract new customers or achieve market acceptance for GENBAND's products.

If GENBAND's strategic plan is not aligned with the direction its customers take as they invest in the evolution of their networks, customers may not buy GENBAND's products or use its services. New product launches or acquired products may reduce GENBAND's earnings or generate losses.

        As technology advances, GENBAND may not be able to respond quickly or effectively to developments in the market for its products, or new industry standards may emerge and could render

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its existing or future products and services obsolete. GENBAND's future success will depend in part on its ability to continue offering new products and services that successfully gain market acceptance by addressing the needs of its current and future customers. In order to be successful, GENBAND's technologies, products and solutions must be accepted by relevant standardization bodies and by the industry as a whole. GENBAND spends a significant amount of resources developing new technology and products. GENBAND's strategic plan includes a significant shift in its investments from mature technologies toward certain next-generation technologies. GENBAND's choices of specific technologies to pursue may prove to be inconsistent with its customers' investment spending. Its success also depends upon its ability to integrate new and acquired products and services and to enhance its existing products and services. If GENBAND invests in the development of technologies, products and solutions that do not operate as expected, are not ready in time, are not adopted by the industry or by its customers or are unsuccessful in the marketplace, GENBAND's revenue and earnings may suffer. If GENBAND's products and services become technologically obsolete or if it is unable to develop successor products and services that are accepted by its customers, it may be unable to sell its products and services to customers and face declines in revenues and earnings.

If GENBAND does not meet specific customer requirements or if its products do not interoperate with GENBAND customers' existing networks, GENBAND may not be successful in retaining current or attracting new customers.

        To achieve market acceptance for GENBAND's products, GENBAND must adapt in a timely manner to customer requirements and offer products and services that meet shifting demands of its current and prospective customers. Prospective customers may require certain product features and capabilities that GENBAND's current products do not have. The introduction of new or enhanced products also requires that GENBAND carefully manage the transition from older products in order to minimize disruption in customer ordering patterns and ensure that adequate supplies of new products can be delivered to meet anticipated customer demand. If GENBAND fails to develop products and offer services that satisfy customer requirements or if GENBAND fails to effectively manage the transition from older products, its ability to create or increase demand for its products and services could be materially diminished and GENBAND may lose current and prospective customers.

        Many of GENBAND's customers will require that GENBAND's products be designed to interface with their existing networks, each of which may have different specifications. Issues caused by an unanticipated lack of interoperability may result in significant warranty and repair costs and cause significant customer relations problems. If GENBAND's products do not interoperate with those of its customers' networks, installations or orders for its products could be delayed or cancelled, which may seriously harm GENBAND's gross margins and result in loss of customers or revenues. Furthermore, GENBAND's customers may decide to devote a significant portion of their budgets to evolving technology as they consider national or worldwide expansion. Accordingly, if demand for GENBAND's products is weak and if its target customers do not adopt, purchase and successfully deploy GENBAND's current or planned products, GENBAND's revenues will not increase.

GENBAND's large customers have substantial negotiating leverage, and they may require that GENBAND agree to terms and conditions that may have an adverse effect on GENBAND's business.

        Large communications service providers have substantial purchasing power and leverage in negotiating contractual arrangements with GENBAND. These customers may, among other things, require GENBAND to develop additional features, require penalties for failure to deliver such features, require GENBAND to partner with a certain reseller before purchasing its products and/or seek discounted product and/or service pricing. As GENBAND sells more products to this class of customer, it may be required to agree to terms and conditions that are less beneficial, which may affect

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the timing of revenue recognition, amount of deferred revenues or product and service margins and may adversely affect its financial position and cash flows in certain reporting periods.

The market for some of GENBAND's products depends on the availability and demand for other vendors' products.

        Some of GENBAND's products are designed to function with other vendors' products. In these cases, demand for its products is dependent upon the availability, demand for, and sales of the other vendors' products, as well as the degree to which its products successfully interoperate with the other vendors' products and add value to the solution being provided to the customer. If the other vendors change the design of their products, delay the issuance of new releases, fail to adequately market their products, or are otherwise unsuccessful in building a market for their products, the demand for GENBAND's products will be adversely affected.

If GENBAND is not able to obtain necessary licenses or ongoing maintenance and support of third-party technology at acceptable prices, on acceptable terms, or at all, it could harm GENBAND's operating results or business.

        GENBAND has incorporated third-party licensed technology, including open source software, into GENBAND's current products. From time to time, GENBAND may be required to license additional technology from third parties to develop new products or product enhancements.

        Third-party licenses and ongoing maintenance and support may not be available or continue to be available to GENBAND on commercially reasonable terms or may be available to GENBAND but only at significantly escalated pricing. Additionally, GENBAND may not be able to replace the functionality provided by third-party software currently offered with its products if that software becomes obsolete, defective or incompatible with future versions of its products or is not adequately maintained or updated. The inability to maintain or re-license any third-party licenses required in GENBAND's current products or to obtain any new third-party licenses to develop new products and product enhancements could require GENBAND to obtain substitute technology of lower quality or performance standards or at greater cost, and delay or prevent GENBAND from making these products or enhancements, any of which could seriously harm the competitiveness of GENBAND's products. Any significant interruption in the availability of these third-party software products or defects in these products could harm GENBAND's sales unless and until GENBAND can secure an alternative source. Although GENBAND believes there are adequate alternate sources for the technology licensed to it, such alternate sources may not provide GENBAND with the same functionality as that currently provided to it.

GENBAND tests its products before they are deployed. However, because its larger scale products are sophisticated and designed to be deployed in complex networks, they may have errors or defects that it finds only after full deployment, which could seriously harm GENBAND's business.

        GENBAND's larger scale products are sophisticated and are designed to be deployed in large and complex networks. GENBAND tests its products before they are deployed. However, because of the nature of GENBAND's products, they can only be fully tested when substantially deployed in very large networks with high volumes of traffic. Some of GENBAND's customers may discover errors or defects in the software or hardware, or the products may not operate as expected after full deployment. As GENBAND continues to expand GENBAND's distribution channel through distributors and resellers, GENBAND will need to rely on and support their service and support organizations. If GENBAND is unable to fix errors or other performance problems that may be identified after full deployment of its products, GENBAND could experience loss of, or delay in, revenues or increased expense; loss of customers and market share; failure to attract new customers or achieve market acceptance for

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GENBAND's products; increased service, support and warranty costs and a diversion of development resources; and/or costly and time-consuming legal actions by GENBAND's customers.

Because GENBAND's larger scale products are deployed in large, complex networks around the world, failure to establish a support infrastructure and maintain required support levels could seriously harm its business.

        GENBAND's larger scale products are deployed in large and complex networks around the world. GENBAND's customers expect GENBAND to establish a support infrastructure and maintain demanding support standards to ensure that their networks maintain high levels of availability and performance. To continue to support GENBAND's customers with these larger scale products, its support organization will need to provide service and support at a high level throughout the world. If GENBAND is unable to provide the expected level of support and service to its customers, it could experience loss of customers and market share; failure to attract new customers in new markets and geographies; increased service, support and warranty costs and a diversion of development resources; and/or network performance penalties.

Regulation of the telecommunications industry could harm GENBAND's operating results and future prospects.

        The telecommunications industry is highly regulated and GENBAND's business and financial condition could be adversely affected by changes in the regulations relating to the telecommunications industry. Currently, there are few laws or regulations that apply directly to access to or delivery of voice services on IP networks. GENBAND could be adversely affected by regulation of IP networks and commerce in any country where GENBAND operates, including the United States. Such regulations could include matters such as voice over the Internet or using Internet protocol, encryption technology, and access charges for service providers. The adoption of such regulations could decrease demand for GENBAND's products, and at the same time increase the cost of selling GENBAND's products, which could have a material adverse effect on GENBAND's business and consolidated financial statements.

Changes in governmental regulation, interpretation or legislative reform could increase GENBAND's costs of doing business and adversely affect its profitability.

        Laws and regulations, including in the areas of advertising, consumer affairs, data protection, finance, marketing, privacy, publishing and taxation requirements, are subject to change and differing interpretations. Changes in the political climate or in existing laws or regulations, or their interpretations, or the enactment of new laws or the issuance of new regulations or changes in enforcement priorities or activity could adversely affect GENBAND's business by, among other things, increasing GENBAND's administrative, compliance and other costs; forcing GENBAND to undergo a corporate restructuring; limiting GENBAND's ability to engage in inter-company transactions with its affiliates and subsidiaries; increasing GENBAND's tax obligations, including unfavorable outcomes from audits performed by various tax authorities; affecting GENBAND's ability to continue to serve its customers and to attract new customers; affecting cash management practices and repatriation efforts; forcing GENBAND to alter or restructure its relationships with vendors and contractors; increasing compliance efforts or costs; limiting GENBAND's use of or access to personal information; restricting GENBAND's ability to market its products; and/or requiring GENBAND to implement additional or different programs and systems.

        Compliance with regulations is costly and time-consuming, and GENBAND may encounter difficulties, delays or significant expenses in connection with its compliance, and GENBAND may be exposed to significant penalties, liabilities, reputational harm and loss of business in the event that it fails to comply. While it is not possible to predict when or whether fundamental policy or interpretive changes would occur, these or other changes could fundamentally change the dynamics of GENBAND's industry or the costs associated with its operations. Changes in public policy or

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enforcement priorities could materially affect GENBAND's profitability, its ability to retain or grow business, or in the event of extreme circumstances, its financial condition. There can be no assurance that legislative or regulatory change or interpretive differences will not have a material adverse effect on GENBAND's business.

GENBAND faces risks related to litigation that could result in significant legal expenses and settlement or damage awards.

        GENBAND has been involved in, and may face additional, intellectual property infringement claims that could be time-consuming and costly to assert or defend, and result in GENBAND's loss of significant rights.

        GENBAND has been involved in four patent infringement lawsuits involving Metaswitch Networks Ltd., Metaswitch Networks Corp. and Metaswitch Inc. (which we refer to collectively as Metaswitch), three of which are ongoing. These lawsuits have caused GENBAND to incur substantial legal costs and have been time-consuming for GENBAND's management. At this time, it is not possible to predict the outcome of the ongoing lawsuits, including whether or not any proceedings will continue, and when or how these matters will be resolved or whether GENBAND will ultimately receive, and in what sum, amounts previously awarded to it as a result of these proceedings. Regardless of whether GENBAND is ultimately successful in these lawsuits, it will likely elect to continue to incur substantial legal fees in connection with these matters. See the section entitled "GENBAND Management's Discussion and Analysis of Financial Condition and Results of Operations—Legal Costs for Patent Litigation" beginning on page 232 of this joint proxy statement/prospectus for discussion of these four lawsuits involving GENBAND and Metaswitch.

        In addition, other parties may assert intellectual property infringement claims against GENBAND, and GENBAND's products may be deemed to infringe the intellectual property rights of third parties. From time to time, GENBAND receives letters alleging infringement of intellectual property rights of others. Intellectual property litigation can be expensive and time-consuming and could divert management's attention from GENBAND's business. If there is a successful claim of infringement against GENBAND, including in any of the ongoing lawsuits involving Metaswitch, GENBAND may be required to pay substantial damages to the party claiming infringement, be subjected to injunction proceedings or be required to enter into royalty or license agreements that may not be available on acceptable or desirable terms, if at all. GENBAND's failure to license the proprietary rights on a timely basis would harm its business.

        GENBAND may also be subject to employment claims in connection with employee terminations. In addition, companies in GENBAND's industry whose employees accept positions with GENBAND may claim that it has engaged in unfair hiring practices. These claims may result in material litigation. GENBAND could incur substantial costs defending itself or its employees against those claims, regardless of their merits, as well as potentially be subject to injunctions that could be materially adverse to its business. Further, defending itself from those types of claims could divert GENBAND's management's attention from its operations.

        If GENBAND is party to material litigation and if the defenses GENBAND claims are ultimately unsuccessful, or if GENBAND is unable to achieve a favorable settlement, GENBAND could be liable for large damage awards that could have a material adverse effect on its business and consolidated financial statements.

Current economic conditions have been and may continue to be materially adverse to GENBAND's business and results of operations.

        GENBAND is unable to predict the duration of current economic conditions or their effects on its business and results of operations, but such effects have been and may continue to be materially

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adverse to GENBAND's results of operations. Economic conditions worldwide have contributed to equipment purchasing slowdowns in the telecommunications and networking industries, particularly in the wireline sector. Some of GENBAND's customers have cancelled or delayed, and may continue to cancel or delay, spending on the development or roll-out of capital and technology projects due to current economic conditions and, consequently, such have materially adversely affected GENBAND's results of operations. In addition, current economic conditions have made it increasingly difficult for GENBAND to accurately forecast future product demand, bookings and revenue.

Failure or circumvention of GENBAND's controls and procedures could impair its ability to report accurate financial results and could seriously harm its business.

        Even an effective internal control system, no matter how well designed, has inherent limitations—including the possibility of the circumvention or overriding of controls—and therefore, can provide only reasonable assurance with respect to financial statement preparation. The failure or circumvention of GENBAND's controls, policies and procedures could impair GENBAND's ability to report accurate financial results and could have a material adverse effect on GENBAND's business and consolidated financial statements.

GENBAND is exposed to fluctuations in currency exchange rates that could negatively impact its financial results and cash flows.

        Because a portion of GENBAND's business is conducted outside the United States, GENBAND faces exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve, and they could have a material adverse impact on GENBAND's financial results and cash flows. An increase in the value of the dollar could increase the real cost to GENBAND's customers of its products in those markets outside the United States where GENBAND often sells in dollars, and a weakened dollar could increase the cost of local operating expenses and procurement of raw materials from sources outside the United States.

Consolidation in the telecommunications industry could harm GENBAND's business.

        The telecommunications industry, including many of GENBAND's customers, has experienced consolidation, and GENBAND expects this trend to continue. Consolidation among GENBAND's customers may cause delays or reductions in capital expenditure plans and/or increased competitive pricing pressures as the number of available customers declines and the relative purchasing power of customers increases in relation to suppliers. Any of these factors could adversely affect GENBAND's business.

Man-made problems, such as computer viruses, hacking or terrorism, and natural disasters may disrupt GENBAND's operations and harm its operating results.

        Despite GENBAND's implementation of network security measures, GENBAND's servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with GENBAND's computer systems. Any attack on GENBAND's servers could have a material adverse effect on its business and consolidated financial statements. Additionally, the information systems of GENBAND's customers could be compromised due to computer viruses, break-ins and hacking, which could lead to unauthorized tampering with GENBAND's products and may result in, among other things, the disruption of its customers' business, errors or defects occurring in the software due to such unauthorized tampering, and GENBAND's products not operating as expected after such unauthorized tampering. Such consequences could affect its reputation and have a material adverse effect on its business and consolidated financial statements. Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine GENBAND's own security efforts may be met with resistance. In addition, the continued threat of terrorism and heightened security and military action in

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response to this threat, or any future acts of terrorism, may cause further disruptions to the economies of the United States and other countries and create further uncertainties or otherwise materially harm GENBAND's business and consolidated financial statements. Likewise, events such as work stoppages or widespread blackouts could have similar negative impacts. Such disruptions or uncertainties could result in delays or cancellations of customer orders or the manufacture or shipment of GENBAND's products and have a material adverse effect on its business and consolidated financial statements.

        GENBAND's encryption of data and other protective measures may not prevent unauthorized access to or use of sensitive data. A breach of a system may subject GENBAND to material losses or liability to its customers. A misuse of such data or a cybersecurity breach could harm GENBAND's reputation and deter customers from using GENBAND's products and services specifically, thus reducing GENBAND's revenue. In addition, any such misuse or breach could cause GENBAND to incur costs to correct the breaches or failures, expose GENBAND to uninsured liability, increase GENBAND's risk of regulatory scrutiny, subject GENBAND to lawsuits, and result in the imposition of material penalties and fines under state and federal laws or by the payment networks. While GENBAND maintains insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, GENBAND's insurance coverage may be insufficient to cover all losses.

        Natural catastrophic events, such as earthquakes, fire, floods, or tornadoes, may also affect GENBAND's or its customers' operations and could have a material adverse effect on GENBAND's business.

A breach of the security of GENBAND's information systems or those of its third-party providers could adversely affect GENBAND's operating results.

        GENBAND relies upon the security of its information systems and, in certain circumstances, those of its third-party providers, such as vendors, consultants and contract manufacturers, to protect its sensitive or proprietary information and information of its customers. Despite its security procedures and those of its third-party providers, GENBAND's information systems and those of its third-party providers are vulnerable to threats such as computer hacking, cyber-terrorism or other unauthorized attempts by third parties to access, modify or delete GENBAND's or its customers' sensitive or proprietary information. Such cyberattacks and other cyber incidents are occurring more frequently, are constantly evolving, are becoming more sophisticated and can take many forms. Information technology system failures, including a breach of GENBAND's or its third-party providers' data security measures through a cyberattack, other cyber incident or otherwise, or the theft or loss of laptops, other mobile devices or electronic records used to back up GENBAND's systems or its third-party providers' systems, could result in a disclosure of customer, employee, or its information or otherwise disrupt its ability to function in the normal course of business by potentially causing, among other things, delays in the fulfillment or cancellation of customer orders or disruptions in the manufacture or shipment of products or delivery of services, any of which could have a material adverse effect on GENBAND's operating results. These types of security breaches could also create exposure to lawsuits, regulatory investigations, increased legal liability and/or reputational damage. Such consequences could be exacerbated if GENBAND or its third-party providers are unable to adequately recover critical systems following a systems failure. Due to the constantly evolving nature of these security threats, the form and impact of any future incident cannot be predicted.

The loss of key personnel could disrupt and adversely affect GENBAND's business.

        GENBAND's business depends upon the continued efforts, abilities and expertise of its corporate and divisional executive teams. There can be no assurance that these individuals will remain with GENBAND. GENBAND depends, to a large extent, on the abilities and participation of its current executive and management teams. GENBAND cannot provide assurance that the services of the

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members of these teams will continue to be available to it. The loss of the services of members of these teams, for any reason, may have a material adverse effect on GENBAND's business and prospects.

GENBAND may face risks associated with its international operations that could impair GENBAND's ability to grow its international revenues. If GENBAND fails to manage the operational and financial risks associated with its international operations, it could have a material adverse effect on its business and consolidated financial statements.

        International operations are a significant part of GENBAND's business, and such operations will continue to require significant management attention and financial resources to successfully develop direct and indirect international sales and support channels. In addition, GENBAND's international operations are subject to other inherent risks, including reliance on channel partners; greater difficulty collecting accounts receivable and longer collection cycles; difficulties and costs of staffing and managing international operations; impacts of differing technical standards outside of the United States; compliance with international trade, customs and export control regulations; reduced protection for intellectual property rights in some countries; foreign government regulations limiting or prohibiting potential sales or increasing the cost of doing business in such markets, including reversals or delays in the opening of foreign markets to new competitors or the introduction of new technologies; challenging pricing environments in highly competitive new markets; foreign currency exchange controls, restrictions on repatriation of cash and changes in currency exchange rates; potentially adverse tax consequences; and/or political, social and economic instability, including as a result of the fragility of global financial markets, health pandemics or epidemics and/or acts of war or terrorism.

        GENBAND's international revenue, both as a percentage of total revenue and absolute dollars, may vary from one period to the next, and accordingly, current data may not be indicative of future periods. If GENBAND is unable to support its business operations in international and emerging markets while balancing the higher operational and financial risks associated with these markets, its business and consolidated financial statements could be harmed.

        In addition, GENBAND may not be able to develop international market demand for its products, which could impair its ability to grow its revenues. In many international markets, long-standing relationships between potential customers and their local suppliers and protective regulations, including local content requirements and approvals, create barriers to entry. GENBAND has limited experience marketing, distributing and supporting its products in certain international locations and, to do so, it expects that it will need to develop versions of its products that comply with local standards. Moreover, difficulties in foreign financial markets and economies and of foreign financial institutions, particularly in emerging markets, could adversely affect demand from customers in the affected countries.

GENBAND's business and operations in the United Kingdom are exposed to potential disruptions and uncertainty relating to Brexit.

        On June 23, 2016, the U.K. voted to leave the European Union (E.U.) (referred to as Brexit), which could cause disruptions to and create uncertainty surrounding GENBAND's business and operations in the United Kingdom, including affecting relationships with existing and future customers, suppliers and employees. The effects of Brexit will depend on any agreements the U.K. makes to retain access to E.U. markets either during a transitional period or more permanently. The measures could potentially disrupt the markets GENBAND serves and the tax jurisdictions in which GENBAND operates and adversely change tax benefits or liabilities in these or other jurisdictions. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate.

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GENBAND is exposed to the credit risk of some of its customers and to credit exposures in fragile financial markets, which could result in material losses.

        Due to GENBAND's reliance on significant customers, GENBAND is dependent on the continued financial strength of its customers. If one or more of its significant customers experience financial difficulties, it could result in uncollectable accounts receivable and a loss of significant customers and anticipated revenue.

        Nearly all of GENBAND's sales are subject to managed credit limits, with typical payment terms of immediate to 90 days. GENBAND monitors individual customer payment capability in granting such credit limits, seeking to limit such credit to amounts GENBAND believes its customers can pay and maintain reserves it believes are adequate to cover exposure for doubtful accounts. However, there can be no assurance that GENBAND's credit customers will pay the amounts they owe to it or that the reserves GENBAND maintains will be adequate to cover such credit exposure. GENBAND's customers' failure to pay and/or its failure to maintain sufficient reserves could have a material adverse effect on GENBAND's consolidated financial statements. Additionally, in the event that turmoil in the credit markets makes it more difficult for some customers to obtain financing, those customers' ability to pay could be adversely impacted, which in turn could have a material adverse impact on GENBAND's business and consolidated financial statements.

GENBAND is subject to governmental export and import controls that could subject it to liability or impair its ability to compete in international markets.

        Certain of GENBAND's products are subject to export controls and may be exported only with the required export license or through an export license exception. If GENBAND were to fail to comply with export licensing, customs regulations, economic sanctions and other laws, GENBAND could be subject to substantial civil and criminal penalties, including fines for GENBAND and incarceration for responsible employees and managers, and the possible loss of export or import privileges. In addition, if its distributors fail to obtain appropriate import, export or re-export licenses or permits, GENBAND may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.

        Furthermore, export control laws and economic sanctions prohibit the shipment of certain products to embargoed or sanctioned countries, governments and persons. While GENBAND trains its employees to comply with these regulations, GENBAND cannot assure that a violation will not occur, whether knowingly or inadvertently. Any such shipment could have negative consequences including government investigations, penalties, fines, civil and criminal sanctions, and reputational harm. Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased ability to export or sell GENBAND's products to existing or potential customers with international operations. Any limitation on GENBAND's ability to export or sell its products could adversely affect its business, financial condition and results of operations.

Any changes to existing accounting pronouncements or taxation rules or practices may cause adverse fluctuations in GENBAND's reported results of operations or affect how GENBAND conducts its business.

        A change in accounting pronouncements or taxation rules or practices can have a significant effect on GENBAND's reported results and may affect its reporting of transactions completed before the change is effective. New accounting pronouncements, taxation rules and varying interpretations of accounting pronouncements or taxation rules have occurred in the past and may occur in the future. The change to existing rules, future changes, if any, or the need for GENBAND to modify a current

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tax position may adversely affect GENBAND's reported financial results or the way GENBAND conducts its business. For example, a new revenue recognition standard was issued in 2014 that will be effective for publicly registered companies in 2018, and it is possible that the adoption of this new standard may have a material impact on GENBAND's consolidated financial statements.

GENBAND's acquisitions subject it to a variety of risks that could harm its business.

        GENBAND reviews and completes selective acquisition opportunities. There can be no assurances that GENBAND will be able to complete suitable acquisitions for a variety of reasons, including the identification of and competition for acquisition targets, the need for regulatory approvals, the inability of the parties to agree to the structure or purchase price of the transaction and GENBAND's inability to finance the transaction on commercially acceptable terms. In addition, any completed acquisition will subject GENBAND to a variety of other risks. In particular, GENBAND may need to allocate substantial operational, financial and management resources in integrating new businesses, technologies and products, and management may encounter difficulties in integrating the operations, personnel or systems of the acquired businesses; acquisitions may have a material adverse effect on GENBAND's business relationships with existing or future merchants or distribution partners, in particular, to the extent GENBAND consummates acquisitions that increase its sales and distribution capabilities; GENBAND may assume substantial actual or contingent liabilities, known and unknown; acquisitions may not meet GENBAND's expectations of future financial performance; GENBAND may experience delays or reductions in realizing expected synergies or benefits; GENBAND may incur substantial unanticipated costs or encounter other problems associated with acquired businesses or devote time and capital investigating a potential acquisition and not complete the transaction; GENBAND may be unable to achieve its intended objectives for the transaction; and GENBAND may not be able to retain the key personnel, customers and suppliers of the acquired business.

        Additionally, GENBAND may be unable to maintain uniform standards, controls, procedures and policies as GENBAND attempts to integrate the acquired businesses, and this may lead to operational inefficiencies. These factors related to GENBAND's acquisition strategy, among others, could have a material adverse effect on its business, financial condition and results of operations.

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PARTIES TO THE MERGER AGREEMENT

Sonus Networks, Inc. (Sonus)

        Sonus Networks, Inc., a Delaware corporation, helps the world's leading communications service providers and enterprises embrace the next generation of Session Initiation Protocol and 4G/LTE (Long Term Evolution)-based solutions, including Voice over Internet Protocol, Voice over WiFi, video and Unified Communications by securing and enabling reliable and scalable Internet Protocol networks. With customers around the globe and 20 years of experience transforming networks to IP, Sonus enables service providers and enterprises to capture and retain users and generate significant related return on investment. Sonus products include session border controllers, diameter signaling controllers, and VoWiFi solutions, which are supported by a global services team with experience in design, deployment and maintenance of some of the world's largest IP networks.

        The address and telephone number of the principal executive offices of Sonus Networks, Inc. are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

Solstice Sapphire Investments, Inc. (New Solstice)

        Solstice Sapphire Investments, Inc., a Delaware corporation, is a wholly owned subsidiary of Sonus formed solely for the purpose of implementing the transactions contemplated by the merger agreement. Upon the consummation of the transactions contemplated by the merger agreement, New Solstice will succeed to and continue to operate, directly or indirectly, the then existing businesses of Sonus, GENBAND, GB and GB II. New Solstice will become a publicly traded corporation, and former Sonus stockholders and former GENBAND party shareholders will own stock in New Solstice. New Solstice has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of New Solstice are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

Solstice Sapphire, Inc. (Solstice Merger Sub)

        Solstice Sapphire, Inc. is a Delaware corporation and a wholly owned subsidiary of New Solstice formed solely for the purpose of implementing the transactions contemplated by the merger agreement. It has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of Solstice Merger Sub are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

Green Sapphire LLC (GB Merger Sub)

        Green Sapphire LLC is a Delaware limited liability company and a wholly owned subsidiary of New Solstice formed solely for the purpose of implementing the transactions contemplated by the merger agreement. It has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of GB Merger Sub are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

Green Sapphire Investments LLC (Cayman Merger Sub)

        Green Sapphire Investments LLC is a Delaware limited liability company and a wholly owned subsidiary of New Solstice formed solely for the purpose of implementing the transactions

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contemplated by the merger agreement. It has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

        The address and telephone number of the principal executive offices of Cayman Merger Sub are 4 Technology Park Drive, Westford, Massachusetts 01886 and (978) 614-8100.

GENBAND Holdings Company (GENBAND)

        GENBAND Holdings Company, through its wholly owned operating subsidiaries, creates rapid communications and applications for service providers, enterprises, independent software vendors, system integrators and developers globally. GENBAND's real time communications solutions help its customers connect people to each other and address the growing demands of today's consumers and businesses. GENBAND's comprehensive solutions suite empowers its customers, which include a number of major telecommunications service providers, to enrich their service offerings with real time contextual communications to provide a richer, more engaging user experience.

        GENBAND is a leader in the production of real time communications software solutions and maintains a product portfolio that facilitates customers in providing reliable new services to the market, allowing them to effectively compete in the marketplace. To support customers in achieving such success, GENBAND offers a wide range of customer care services to provide comprehensive support strategy for all of its products, applications and solutions.

        Following the restructuring and recapitalization of GB in 2010, GENBAND became the holder of all of the membership interests in GENBAND US LLC, GENBAND's primary operating subsidiary, and OEP became the holder of a majority stake in GENBAND.

        GENBAND completed a recapitalization on December 19, 2012 when it (i) eliminated stock series designations and (ii) issued a new class of capital stock to OEP designated as GENBAND's Class C shares.

        On April 3, 2012, GENBAND completed the acquisition of Aztek Networks, Inc., a technology company that built consolidation and network migration solutions for service providers. On July 10, 2013, a wholly owned subsidiary of GENBAND completed the acquisition of Ventraq, Inc., a provider of data integration and dynamic meditation software. On September 11, 2013, a wholly owned subsidiary of GENBAND completed the acquisition of fringland Ltd., a mobile IP communications service provider. Additionally, in 2014, a wholly owned subsidiary of GENBAND completed the acquisition of uReach Technologies, Inc., a supplier of voice, video and unified messaging solutions and services in North America.

        GENBAND, formerly named General Bandwidth, was founded in 1999 as a media gateway vendor. Currently, GENBAND operates in over 80 countries and, as of August 31, 2017, employs approximately 1,400 individuals globally. GENBAND is led by an experienced executive team that specializes in network communications, technology and related businesses. For the year ended December 31, 2016, GENBAND had revenue of approximately $427 million.

        Upon the consummation of the transactions contemplated by the merger agreement, Cayman Merger Sub will merge with and into GENBAND and GENBAND will continue to exist as a wholly owned subsidiary of New Solstice.

        GENBAND shares are not listed on an exchange or quoted on any automated services, and there is no established trading market for GENBAND shares.

        The address and telephone number of the principal executive offices of GENBAND are 3605 E. Plano Parkway, Plano, Texas 75074 and (972) 461-7555.

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GENBAND Inc. (GB)

        GENBAND Inc. is a Delaware corporation and was incorporated on June 3, 1999 under the name General Bandwidth, Inc. GB is solely utilized as a holding company for GENBAND. It does not currently carry on any activities or operations, except for those incidental to the management of GENBAND.

        On April 23, 2007, GB completed the acquisition of a division of Tekelec, a networks application company that assisted in the transition to IP Multimedia Subsystem networks for global service providers. In 2008, GB acquired NextPoint Networks, Inc., a leader in carrier grade security solutions.

        In 2009, GB entered into an agreement to restructure and recapitalize the company to obtain equity financing and complete the consummation of an asset purchase from Nortel Networks Corporation and various related entities (which we refer to collectively as Nortel). On December 22, 2009, GB entered into definitive asset sale agreement with Nortel, pursuant to which GB agreed to acquire Nortel's Carrier VoIP and Applications Solutions Business. In order to finance such transaction, OEP and certain major shareholders agreed to provide equity and debt financing pursuant to a definitive Stock Purchase Agreement, through which OEP received shares representing 72.5% of GB's fully diluted capital stock. All outstanding shares of preferred stock were reclassified and converted into common stock.

        Upon the consummation of the transactions contemplated by the merger agreement, GB will merge with and into GB Merger Sub, and thereafter GB Merger Sub will continue to exist as a direct wholly owned subsidiary of New Solstice.

        GB's common stock is not listed on an exchange or quoted on any automated services, and there is no established trading market for shares of GB common stock.

        The address and telephone number of the principal executive offices of GB are 3605 E. Plano Parkway, Plano, Texas 75074 and (972) 461-7555.

GENBAND II, Inc. (GB II)

        GENBAND II, Inc. is a Delaware corporation and was incorporated on July 25, 2005. GB II is solely utilized as a holding company for GENBAND. It does not currently carry on any activities or operations, except for those incidental to the management of GENBAND.

        In 2010, GENBAND acquired Cedar Point Communications, Inc. (which we refer to as Cedar Point), a global provider of IP switching solutions for cable operators. In 2011, a merger was consummated between Cedar Point and GB II, with GB II continuing as the surviving corporation.

        Upon the consummation of the transactions contemplated by the merger agreement, GB II will merge with and into GB Merger Sub, and thereafter GB Merger Sub will continue to exist as a direct wholly owned subsidiary of New Solstice.

        GB II's common stock is not listed on an exchange or quoted on any automated services, and there is no established trading market for shares of GB II common stock.

        The address and telephone number of the principal executive offices of GB II are 3605 E. Plano Parkway, Plano, Texas 75074 and (972) 461-7555.

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THE SONUS SPECIAL MEETING

        This section contains information about the Sonus special meeting that has been called for Sonus stockholders to consider and vote on the Sonus merger proposal, the Sonus governance-related proposals, the Sonus adjournment proposal (if it is necessary to solicit additional proxies if there are not sufficient votes to adopt the Sonus merger proposal and the Sonus governance-related proposals) and the Sonus executive compensation proposal.

        This joint proxy statement/prospectus is being furnished to the stockholders of Sonus in connection with the solicitation of proxies by the Sonus board for use at the Sonus special meeting. Sonus is first mailing this joint proxy statement/prospectus and accompanying proxy card to its stockholders on or about [                        ], 2017.

Date, Time and Place

        A special meeting of the stockholders of Sonus will be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, located at 60 State Street, Boston, Massachusetts 02109 on [                        ], 2017, at [          ], Eastern time, unless the special meeting is adjourned.

Purpose

        At the special meeting, Sonus stockholders will be asked to consider and vote upon the following matters:

    the Sonus merger proposal;

    the Sonus governance-related proposals;

    the Sonus adjournment proposal; and

    the Sonus executive compensation proposal.

Recommendation of the Sonus Board

        The Sonus board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the Sonus merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the Sonus merger, are advisable, fair to, and in the best interests of, Sonus and its stockholders, (iii) directed that the Sonus merger and the merger agreement be submitted to Sonus stockholders for approval and adoption, (iv) recommended that Sonus stockholders approve the Sonus merger and adopt the merger agreement, and (v) declared that the merger agreement is advisable.

        The Sonus board unanimously recommends that Sonus stockholders vote:

    "FOR" the Sonus merger proposal;

    "FOR" each of the Sonus governance-related proposals;

    "FOR" the Sonus adjournment proposal; and

    "FOR" the Sonus executive compensation proposal.

        See the sections entitled "The Mergers—Recommendation of the Sonus Board; Sonus' Reasons for the Mergers" beginning on page 124 of this joint proxy statement/prospectus.

        Sonus stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement, the proposed transactions and certain compensation arrangements for Sonus' named executive officers and directors in connection with the

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mergers. In addition, Sonus stockholders are directed to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Record Date; Shares Entitled to Vote

        Only holders of record of shares of Sonus common stock at the close of business on the Sonus record date (August 30, 2017) will be entitled to vote shares held at that date at the Sonus special meeting or any adjournments thereof. Each outstanding share of Sonus common stock entitles its holder to cast one vote.

        As of the close of business on the Sonus record date, there were 51,770,801 shares of Sonus common stock outstanding (which includes 2,062,419 unvested shares underlying restricted stock grants that are not considered to be outstanding for accounting purposes) and entitled to vote at the Sonus special meeting.

Quorum

        Holders of a majority of the shares of Sonus common stock issued and outstanding and entitled to vote at the Sonus special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the Sonus special meeting may adjourn the meeting to another place, date or time. As of the record date for the Sonus special meeting, 25,885,401 shares of Sonus common stock will be required to achieve a quorum.

        Holders of shares of Sonus common stock present at the Sonus special meeting but not voting, and shares of Sonus common stock for which Sonus has received proxies indicating that their holders have abstained, will be counted as present at the Sonus special meeting for purposes of determining whether a quorum is established.

        Brokers, banks and other nominees have the discretion to vote shares held in "street name"—a term that means the shares are held in the name of the broker, bank or other nominee on behalf of its customer, the beneficial owner—on routine matters, but not on non-routine matters. Generally, broker non-votes occur when shares held by a broker, bank or other nominee for a beneficial owner are not voted with respect to a non-routine matter because the broker, bank or other nominee has not received voting instructions from the beneficial owner and the broker, bank or other nominee lacks discretionary authority to vote the shares because of the non-routine nature of the matter. Broker non-votes with respect to a matter are not counted as shares entitled to vote with respect to that matter and do not affect the voting results on that matter (unless the required vote is a percentage of all outstanding shares). Because brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals described in this joint proxy statement/prospectus, if a beneficial owner of shares of Sonus common stock held in "street name" does not give voting instructions to the broker, bank, nominee or other holder of record, then those shares will not be voted as to any of the proposals described in this joint proxy statement/prospectus and will have the same effect as voting "AGAINST" the proposal to adopt the merger agreement and approve the Sonus merger, and will have no effect on the outcome of the vote to approve the Sonus governance-related proposals, any vote to approve the Sonus adjournment proposal or the vote to approve the Sonus executive compensation proposal. Similarly, because none of the proposals are discretionary, it is anticipated that shares held in "street name" with respect to which the beneficial owner does not provide voting instructions will not be represented at the Sonus special meeting and, accordingly, such shares will not be counted as shares present for purposes of determining the presence of a quorum. Your vote is very important, whether you hold directly or through a broker, bank or other nominee. We encourage you to read this joint proxy statement/prospectus carefully and if you are a beneficial owner, please be sure to give voting instructions to your broker, bank or other nominee.

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Vote Required

Sonus Merger Proposal

        Approval of the Sonus merger proposal requires the affirmative vote of holders of a majority of the shares of Sonus common stock outstanding and entitled to vote. Accordingly, a Sonus stockholder's failure to submit a proxy card or to vote in person at the Sonus special meeting, an abstention from voting, or the failure of a Sonus stockholder who holds his or her shares in "street name" through a broker, bank or other nominee to give voting instructions to such broker, bank or other nominee, will have the same effect as voting "AGAINST" the Sonus merger proposal.

Sonus Governance-Related Proposals

        Approval of each of the Sonus governance-related proposals requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on such Sonus governance-related proposal. Accordingly, abstentions with respect to any Sonus governance-related proposal will have the same effect as voting "AGAINST" such Sonus governance-related proposal, while shares not in attendance at the Sonus special meeting and broker non-votes (if any) will have no effect on the outcome of the vote on any Sonus governance-related proposal.

Sonus Adjournment Proposal

        Approval of the Sonus adjournment proposal (if necessary to solicit additional proxies if there are not sufficient votes to approve the Sonus merger proposal and the Sonus governance-related proposals) requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on the Sonus adjournment proposal. Accordingly, abstentions will have the same effect as voting "AGAINST" the Sonus adjournment proposal, while shares not in attendance at the Sonus special meeting and broker non-votes (if any) will have no effect on the outcome of any vote on the Sonus adjournment proposal.

Sonus Executive Compensation Proposal

        In accordance with Rule 14a-21(c) under the Exchange Act, Sonus is providing its stockholders with the opportunity to approve the Sonus executive compensation proposal. Approval of the Sonus executive compensation proposal requires the affirmative vote of holders of a majority of shares of Sonus common stock present in person or represented by proxy and entitled to vote at the Sonus special meeting on the Sonus executive compensation proposal. Accordingly, abstentions will have the same effect as voting "AGAINST" the Sonus executive compensation proposal, while shares not in attendance at the Sonus special meeting and broker non-votes (if any) will have no effect on the outcome of the vote on the Sonus executive compensation proposal.

Voting by Sonus' Directors and Executive Officers

        At the close of business on the Sonus record date, the directors and executive officers of Sonus and certain of their affiliates were entitled to vote approximately 2,674,065 shares of Sonus common stock, or 5.17% of the shares of Sonus common stock outstanding on that date. Approval of the Sonus merger proposal requires the affirmative vote of the holders of a majority of the total issued and outstanding shares of Sonus common stock on the record date. We currently expect that Sonus' directors and executive officers will vote their shares in favor of each of the proposals to be considered at the Sonus special meeting, although none of them has entered into any agreement obligating them to do so.

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How to Submit Your Proxy

        Whether you hold shares of Sonus common stock directly as a stockholder of record or beneficially in street name, you may submit your proxy to ensure that your shares are voted at the Sonus special meeting without attending the Sonus special meeting. If you are a holder of record of shares of Sonus common stock, you may submit a proxy in any of the following ways:

    Submit your proxy by mail.  You may complete, date and sign the proxy card and mail it in the postage-prepaid envelope that you received. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you return. If you sign, date and return your proxy card but do not give any instructions on a particular matter described in this joint proxy statement/prospectus, your shares will be voted "FOR" the proposal to adopt the merger agreement and approve the Sonus merger, "FOR" the proposal to adjourn the Sonus special meeting (if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and approve the Sonus merger) and "FOR" the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Sonus' named executive officers in connection with the mergers.

    Submit your proxy over the Internet.  If you have Internet access, you may submit your proxy by following the instructions set forth on your proxy card. If you submit your proxy over the Internet, please do not return your proxy card.

    Submit your proxy by telephone.  If you are located in the United States or Canada, you may submit your proxy by telephone by following the instructions set forth on your proxy card. If you submit your proxy by telephone, please do not return your proxy card.

        The ability to submit your proxy by telephone or over the Internet will be available until [            ], Eastern time on [                        ], 2017.

        If your shares are held in the name of a broker, bank or other nominee, please follow the voting instructions on the forms you receive from such nominee. The availability of submitting your voting instructions by telephone or over the Internet will depend upon their voting procedures.

Voting in Person at the Sonus Special Meeting

        Shares of Sonus common stock held directly in your name as the stockholder of record may be voted in person at the Sonus special meeting. If you choose to attend the Sonus special meeting, please bring the enclosed proxy card and a valid, government-issued photo identification, such as a driver's license, for entrance to the meeting.

        If you hold your shares of Sonus common stock in street name, please bring the voting instruction form you receive from your broker, bank or other nominee and proof of identification for entrance to the meeting. You must also request a legal proxy from your broker, bank or other nominee and bring it to the Sonus special meeting if you would like to vote at the meeting.

Revoking Your Proxy

        You may revoke your proxy and change your vote at any time before the polls close at the Sonus special meeting. You may do this by signing and submitting a new proxy card with a later date, submitting a proxy by telephone or submitting a proxy over the Internet (your latest telephone or Internet proxy is counted) or by attending the Sonus special meeting and voting in person. Attending the Sonus special meeting by itself, however, will not revoke your proxy unless you specifically request it.

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Confidential Voting

        Proxy instructions, ballots and voting tabulations that identify individual Sonus stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Sonus or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote and to facilitate a successful proxy solicitation. Occasionally, Sonus stockholders provide written comments on their proxy cards, which may be forwarded to Sonus management and the Sonus board.

Solicitation of Proxies

        Sonus will pay the costs of soliciting proxies from Sonus stockholders. Sonus has also engaged Innisfree M&A Incorporated to solicit proxies for the Sonus special meeting from Sonus stockholders, brokers, banks, nominees and other institutions for a fee of approximately $25,000, plus reasonable out-of-pocket expenses. In addition to soliciting proxies by mail, by telephone and via the Internet, Sonus' directors, executive officers and other employees may solicit proxies, either personally or by other electronic means, on Sonus' behalf, without additional compensation, other than the time expended and communications charges in making such solicitations. Sonus will also request brokerage houses, custodians, nominees and fiduciaries to forward copies of the proxy materials to those persons for whom they hold shares and request instructions for voting the proxies. Sonus will reimburse such brokerage houses and other persons for their reasonable expenses in connection with forwarding proxy and solicitation materials to the beneficial owners of Sonus common stock and in obtaining voting instructions from such beneficial owners.

Assistance

        If you need assistance in completing your proxy card or have questions regarding Sonus' special meeting, please contact Innisfree M&A Incorporated, the proxy solicitor for Sonus, by mail at 501 Madison Avenue, 20th Floor, New York, New York 10022, or by telephone at (888) 750-5834 (toll free) or (212) 750-5833 (collect).

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SONUS PROPOSALS

Sonus Merger Proposal

        Pursuant to Section 251 of the DGCL, Sonus is submitting the Sonus merger and the merger agreement to its stockholders at the Sonus special meeting, at which the Sonus merger and the merger agreement will be considered and a vote taken on a proposal for their approval and adoption.

        For a summary of the Sonus merger, the merger agreement and the business combination, including the background of the mergers, Sonus' reasons for the transactions, the opinions of Sonus' financial advisor and related matters, see the sections entitled "The Mergers" and "The Merger Agreement" beginning on pages 107 and 191, respectively, of this joint proxy statement/prospectus.

THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THE SONUS MERGER PROPOSAL.

Sonus Governance-Related Proposals

        Sonus is asking its stockholders to approve the following proposals relating to certain governance and other provisions in the New Solstice charter that will be applicable to New Solstice stockholders upon consummation of the mergers and that give effect to the stockholders agreement. In the merger agreement, Sonus and GENBAND agreed that New Solstice and Sonus, as the sole stockholder of New Solstice prior to the Sonus merger, will take all requisite action to cause the proposed form of New Solstice charter and the proposed form of amended and restated bylaws of New Solstice to be effective prior to the Sonus merger. The New Solstice charter will differ in material respects from Sonus' charter, as described in the following Sonus governance-related proposals.

        Each of the five Sonus governance-related proposals is cross-conditioned upon the approval by Sonus stockholders of the Sonus merger proposal and each other Sonus governance-related proposal, and completion of the mergers is cross-conditioned on the approval by Sonus stockholders of each of the Sonus governance-related proposals. None of the actions contemplated by the Sonus governance-related proposals will proceed if the Sonus merger proposal or any of the Sonus governance-related proposals is not approved by Sonus stockholders. As a result, a vote against any of the Sonus governance-related proposals effectively will be a vote against adoption of the merger agreement and the transactions contemplated by the merger agreement. If the Sonus merger proposal is approved, failure to gain stockholder approval for any of the Sonus governance-related proposals could cause the mergers not to close or to close later than expected, and/or could cause Sonus to incur substantial costs and expenses. If the mergers are completed, the provisions of the New Solstice charter and New Solstice's amended and restated bylaws, including the terms of the shares of New Solstice common stock, will become applicable to Sonus stockholders who continue as New Solstice stockholders as a result of the mergers regardless of whether they vote in favor of the Sonus merger or any of the Sonus governance-related proposals.

        The form of the New Solstice charter and the form of stockholders agreement are attached to this joint proxy statement/prospectus as Annexes F and I, respectively, and Sonus encourages its stockholders to read the following proposals together with Annexes F and I. The provisions to which these proposals relate are summarized under "Description of New Solstice Capital Stock," "Comparison of Stockholder Rights" and "Other Related Agreements—Principal Stockholders Agreement" in this joint proxy statement/prospectus.

Proposal A: Provisions Related to the Amount and Classes of Authorized Stock

        Under the New Solstice charter, New Solstice will have authority to issue 240,000,000 shares of common stock and 10,000,000 shares of preferred stock, which is a larger number of authorized shares than authorized under Sonus' current charter. Under Sonus' charter, Sonus is authorized to issue 120,000,000 shares of common stock and 5,000,000 shares of preferred stock.

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        The increased amount of authorized shares of New Solstice common stock will provide greater flexibility in the capital structure of the combined company following the mergers by allowing it to raise capital that may be necessary to further develop its business, to fund potential acquisitions, to have shares available for use in connection with stock plans and to pursue other corporate purposes that may be identified by the New Solstice board of directors in the future. The increased amount of authorized shares of New Solstice preferred stock will give the New Solstice board of directors the same power granted to the Sonus board in its parallel blank check preferred stock provision, but with respect to a larger number of shares. Consistent with the authority of the Sonus board of directors under Sonus' charter, the New Solstice board of directors will have broad power to establish the rights and preferences of any shares of preferred stock that New Solstice may issue in the future.

THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THIS SONUS GOVERNANCE-RELATED PROPOSAL.

Proposal B: Provisions Related to Board Size and Composition

        Under the New Solstice charter, the size of the New Solstice board of directors must be established by the New Solstice board in accordance with the requirements of the stockholders agreement, which in turn will require that the size of the New Solstice board of directors be set at nine so long as the OEP Stockholders continue to own at least 10% of the shares of New Solstice common stock issued to them pursuant to the mergers. In addition, the stockholders agreement will give OEP Stockholders the following rights to designate New Solstice directors:

    for so long as the OEP Stockholders beneficially own at least 80% of the shares of New Solstice common stock beneficially owned in the aggregate on the date of the stockholders agreement, the OEP Stockholders will have the right to nominate five New Solstice board members, of which at least two must be independent directors;

    from and after the first time that the OEP Stockholders beneficially own less than 80% of the shares of New Solstice common stock beneficially owned in the aggregate on the date of the stockholders agreement, the number of directors that the OEP Stockholders will have the right to nominate will be reduced to four New Solstice board members, of which at least one must be an independent director;

    from and after the first time that the OEP Stockholders beneficially own less than 70% of the shares of New Solstice common stock beneficially owned in the aggregate on the date of the stockholders agreement, the number of directors that the OEP Stockholders will have the right to nominate will be reduced to three New Solstice board members, of which at least one must be an independent director;

    from and after the first time that the OEP Stockholders beneficially own less than 50% of the shares of New Solstice common stock beneficially owned in the aggregate on the date of the stockholders agreement, the number of directors that the OEP Stockholders will have the right to nominate will be reduced to two New Solstice board members, neither of whom need be an independent director;

    from and after the first time that the OEP Stockholders beneficially own less than 30% of the shares of New Solstice common stock beneficially owned in the aggregate on the date of the stockholders agreement, the number of directors that the OEP Stockholders will have the right to nominate will be reduced to one New Solstice board member, who does not need to be an independent director; and

    upon the first date that the OEP Stockholders beneficially own less than 10% of the shares of New Solstice common stock they beneficially owned as of the date of the stockholders agreement, the OEP Stockholders will have no board designation rights and New Solstice may require any designees of the OEP Stockholders to resign from the New Solstice board.

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        In contrast, Sonus' bylaws provide that the number of directors may be determined from time to time by resolution adopted by the board of directors and Sonus stockholders do not have the right to designate Sonus directors.

THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THIS SONUS GOVERNANCE-RELATED PROPOSAL.

Proposal C: Provisions Related to Removal of Directors

        The New Solstice charter will provide that, subject to the stockholders agreement (for so long as the stockholders agreement is in effect), directors may be removed from office at any time, (i) for cause by the affirmative vote of the holders of a majority of voting power of the shares of New Solstice stock entitled to vote for the election of directors, voting together as a single class, or (ii) without cause by (a) subject to clause (b), the affirmative vote of the holders of at least 662/3% of the voting power of the shares of New Solstice stock entitled to vote for the election of directors, voting together as a single class or (b) in the event recommended by at least two-thirds of the total number of authorized directors, including the approval of a majority of the independent directors (as such term is defined in the stockholders agreement), the affirmative vote of the holders of a majority of the voting power of the shares of New Solstice stock entitled to vote for the election of directors, voting as a single class.

        In contrast, Sonus' charter provides that any directors may be removed from office at any time, with or without cause only by the affirmative vote of the holders of 662/3% of the shares of Sonus' stock entitled to vote for the election of directors.

THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THIS SONUS GOVERNANCE-RELATED PROPOSAL.

Proposal D: Provisions Granting Preemptive Rights to the OEP Stockholders

        Under the New Solstice charter, New Solstice must take certain actions in a manner consistent with the stockholders agreement. Pursuant to the stockholders agreement, for so long as the OEP Stockholders have a right to designate two or more board designees, each OEP Stockholder will have the right to purchase (in accordance with its pro rata portion) any new voting shares of New Solstice to be issued. Notwithstanding the foregoing, the following new issuances will not trigger any preemptive rights: (i) shares issued to employees, consultants, officers and directors of New Solstice, pursuant to any arrangement approved by the board or its compensation committee; (ii) shares issued as consideration in the acquisition of another business or assets of another person by New Solstice by merger or purchase of the assets or shares, reorganization or otherwise; (iii) shares issued pursuant to any rights or agreements, including convertible securities, options and warrants, provided, that either (x) the initial sale or grant by New Solstice of such rights or agreements shall have been subject to the preemptive rights under the stockholders agreement, or (y) such rights or agreements existed prior to the closing date of the Sonus merger (it being understood that any modification or amendment to any such pre-existing right or agreement subsequent to the closing of the mergers, with the effect of increasing the percentage of New Solstice's fully-diluted shares underlying such rights agreement shall not be included); (iv) shares issued in connection with any stock split, stock dividend, recapitalization, reclassification or similar event by New Solstice; (v) warrants issued to a lender in a bona fide debt financing; (vi) shares registered under the Securities Act that are issued in an underwritten public offering; (vii) any right, option, or warrant to acquire any security convertible into the securities excluded pursuant to clauses (i) through (vi) above; (viii) any issuance by a subsidiary of New Solstice to New Solstice or a wholly owned subsidiary of New Solstice; and (ix) any issuance as to which the OEP Majority Interest (on behalf of the OEP Stockholders) elects to waive the preemptive rights pursuant to the stockholders agreement.

        Sonus stockholders do not have preemptive rights.

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THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THIS SONUS GOVERNANCE-RELATED PROPOSAL.

Proposal E: Provisions Relating to Section 203 of the DGCL

        Pursuant to the New Solstice charter, New Solstice will expressly elect not to be governed by the provisions of Section 203 of the DGCL. Instead, the New Solstice charter will provide that, notwithstanding any other provisions of the DGCL or the New Solstice charter, New Solstice shall not engage in any business combination with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder unless: (i) the New Solstice board has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the corporation's voting stock (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) at or after the person or entity becomes an interested stockholder, the business combination is approved by two-thirds of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships, and by a majority of the independent directors (as defined in the stockholders agreement).

        The foregoing restriction will not apply if (i) a stockholder becomes an interested stockholder inadvertently and (a) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder; and (b) would not, at any time within the three-year period immediately prior to a business combination between New Solstice and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership; or (ii) the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice of a proposed transaction which (a) constitutes one of the transactions described in clause (A), (B) or (C) below; (b) is with or by a person who either was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of the New Solstice board; and (c) is approved or not opposed by a majority of the New Solstice board then in office (but not less than one) who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.

        The proposed transactions referred to in the preceding paragraph are limited to (A) a merger or consolidation of New Solstice (except for a merger in respect of which, pursuant to Section 251(f) of the DGCL, no vote of the stockholders is required); (B) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of New Solstice or of any of its direct or indirect majority-owned subsidiaries (other than to any direct or indirect wholly owned subsidiary or to New Solstice) having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets of New Solstice determined on a consolidated basis or the aggregate market value of all the outstanding stock of New Solstice; or (C) a proposed tender or exchange offer for 50% or more of the outstanding voting stock of New Solstice. New Solstice will give not less than 20 days' notice to all interested stockholders prior to the consummation of any of the transactions described in clause (A) or (B) above.

        Sonus has not opted out of the protections of Section 203 of the DGCL. As a result, the statute applies to Sonus.

        For additional information on Section 203 of the DGCL, see "Description of New Solstice Capital Stock—Stockholder Action; Special Meetings of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations; Supermajority Voting; Section 203 of the DGCL"

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and "Comparison of Stockholder Rights—Comparison of Sonus Stockholder Rights—Business Combination or Anti-Takeover Statutes."

THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THIS SONUS GOVERNANCE-RELATED PROPOSAL.

Sonus Adjournment Proposal

        This proposal would permit Sonus, if necessary, to adjourn the Sonus special meeting to solicit additional proxies if there are insufficient votes to approve the Sonus merger proposal and the Sonus governance-related proposals.

        If the time and place of an adjourned meeting (and means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting) are announced at the meeting at which the adjournment is taken, no notice of an adjourned meeting need be given unless the adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting will be given to Sonus stockholders of record entitled to vote at the adjourned meeting. At any adjourned meeting, any business may be transacted that might have been transacted if the meeting had been held as originally called.

THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THE SONUS ADJOURNMENT PROPOSAL.

Sonus Executive Compensation Proposal

        Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, Sonus is seeking non-binding, advisory stockholder approval of the compensation of Sonus' named executive officers that is based on or otherwise relates to the mergers. This proposal, commonly known as "say-on-golden parachute," gives Sonus stockholders the opportunity to vote on a non-binding, advisory basis on the "golden parachute" compensation payments that will or may be paid to the named executive officers of Sonus in connection with the mergers.

        The golden parachute compensation that Sonus' named executive officers may be entitled to receive in connection with the mergers is summarized under the sections entitled "The Mergers—Interests of Directors and Executive Officers in the Transactions—Interests of Directors and Executive Officers of Sonus in the Transactions—Stock Options and Other Stock-Based Awards" and "—Severance Arrangements with Sonus Named Executive Officers" beginning on pages 173 and 174, respectively, of this joint proxy statement/prospectus and is quantified under the section entitled "The Mergers—Interests of Directors and Executive Officers in the Transactions—Interests of Directors and Executive Officers of Sonus in the Transactions—Quantification of Potential Payments to Sonus Named Executive Officers in Connection with the Mergers" beginning on page 175 of this joint proxy statement/prospectus.

        Those summaries include all compensation and benefits that will or may be paid to Sonus' named executive officers in connection with the mergers.

        Accordingly, Sonus is requesting that stockholders adopt the following resolution, on a non-binding, advisory basis:

      "RESOLVED, that the stockholders of Sonus Networks, Inc. approve, on an advisory basis, the compensation to be paid to its named executive officers that is based on or otherwise relates to the mergers as disclosed pursuant to Item 402(t) of Regulation S-K in the Golden Parachute Compensation table and the related narrative disclosures."

THE SONUS BOARD UNANIMOUSLY RECOMMENDS THAT SONUS STOCKHOLDERS VOTE "FOR" THE SONUS EXECUTIVE COMPENSATION PROPOSAL.

Other Matters to Come Before the Sonus Special Meeting

        No other matters are intended to be brought before the Sonus special meeting by Sonus, and Sonus does not know of any matters to be brought before the Sonus special meeting by others. If, however, any other matters properly come before the Sonus special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with their judgment on any such matter.

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THE GENBAND EXTRAORDINARY GENERAL MEETING

        This section contains information about the Extraordinary General Meeting that has been called to consider and approve the GENBAND merger and the merger agreement and to approve the adjournment of the Extraordinary General Meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to approve the GENBAND merger and the merger agreement), in addition to those matters described below.

        This joint proxy statement/prospectus is being furnished to the shareholders of GENBAND in connection with the solicitation of proxies by the GENBAND board for use at the Extraordinary General Meeting. GENBAND is first mailing this joint proxy statement/prospectus and accompanying proxy card to its shareholders on or about [                  ], 2017.

Date, Time and Place

        An Extraordinary General Meeting of the shareholders of GENBAND will be held at [                ] on [    ], 2017, at [        ] a.m., Central time, unless the Extraordinary General Meeting is adjourned.

Purpose

        At the Extraordinary General Meeting, GENBAND shareholders will be asked to consider, pass and approve the following resolutions:

    1.
    That the meeting be adjourned, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the Extraordinary General Meeting to adopt the merger agreement in the form presented to the board of directors and approve the merger of Green Sapphire Investments LLC with and into GENBAND Holdings Company, with GENBAND Holdings Company surviving such merger as a wholly owned subsidiary of Solstice Sapphire Investments, Inc.

    2.
    That, as a Special Resolution, GENBAND Holdings Company be authorized to merge with Green Sapphire Investments LLC so that GENBAND Holdings Company be the surviving company and all the undertaking, property and liabilities of Green Sapphire Investments LLC vest in GENBAND Holdings Company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Law (2016 Revision).

    3.
    That, as a Special Resolution, a Plan of Merger in the form presented at the Extraordinary General Meeting (which we refer to as the Plan of Merger) be authorized, approved and confirmed in all respects.

    4.
    That, as a Special Resolution, GENBAND Holdings Company be authorized to enter into the Plan of Merger.

    5.
    That the Plan of Merger be executed by any director or officer of GENBAND Holdings Company (which we refer to individually as an Authorized Person) on behalf of GENBAND Holdings Company and any Authorized Person or Maples and Calder, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands.

    6.
    That, as a Special Resolution, upon the Effective Date (as defined in the Plan of Merger), GENBAND Holdings Company amend and restate its memorandum and articles in the form attached to the Plan of Merger.

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    7.
    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to the removal of directors, and that provide for the following, be authorized, approved and confirmed in all respects:

      That, subject to the principal stockholders agreement (which we refer to as the stockholders agreement) to be entered into Solstice Sapphire Investments, Inc. and certain of the existing principal stockholders of GENBAND Holdings Company (which we refer to as the OEP Stockholders) at closing (for so long as the stockholders agreement is in effect), directors may be removed from office at any time, (i) for cause by the affirmative vote of the holders of a majority of voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting together as a single class, or (ii) without cause by (a) subject to clause (b), the affirmative vote of the holders of at least 662/3% of the voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting together as a single class or (b) in the event recommended by at least two-thirds of the total number of authorized directors, including the approval of a majority of the independent directors (as such term is defined in the stockholders agreement), the affirmative vote of the holders of a majority of the voting power of the shares of Solstice Sapphire Investments, Inc. stock entitled to vote for the election of directors, voting as a single class.

    8.
    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to preemptive rights, and that provide for the following, be authorized, approved and confirmed in all respects:

      That, in accordance with the principal stockholders agreement (which we refer to as the stockholders agreement), for so long as the existing principal stockholders of GENBAND Holdings Company (which we refer to as the OEP Stockholders) have a right to designate two or more board designees, each OEP Stockholder will have the right to purchase (in accordance with its pro rata portion) any new voting shares of Solstice Sapphire Investments, Inc. to be issued, provided that the following new issuances will not trigger any preemptive rights: (i) shares issued to employees, consultants, officers and directors of Solstice Sapphire Investments, Inc., pursuant to any arrangement approved by the board or its compensation committee; (ii) shares issued as consideration in the acquisition of another business or assets of another person by Solstice Sapphire Investments, Inc. by merger or purchase of the assets or shares, reorganization or otherwise; (iii) shares issued pursuant to any rights or agreements, including convertible securities, options and warrants, provided, that either (x) the initial sale or grant by Solstice Sapphire Investments, Inc. of such rights or agreements shall have been subject to the preemptive rights under the stockholders agreement, or (y) such rights or agreements existed prior to the closing date of the merger of Solstice Sapphire, Inc. with and into Sonus Networks, Inc. (it being understood that any modification or amendment to any such pre-existing right or agreement subsequent to the closing of the mergers, with the effect of increasing the percentage of Solstice Sapphire Investments, Inc.'s fully-diluted shares underlying such rights agreement shall not be included); (iv) shares issued in connection with any stock split, stock dividend, recapitalization, reclassification or similar event by Solstice Sapphire Investments, Inc.; (v) warrants issued to a lender in a bona fide debt financing; (vi) shares registered under the Securities Act that are issued in an underwritten public offering; (vii) any right, option, or warrant to acquire any security convertible into the securities excluded pursuant to clauses (i) through (vi) above; (viii) any issuance by a subsidiary of Solstice Sapphire Investments, Inc. to Solstice Sapphire Investments, Inc. or a wholly owned subsidiary of Solstice Sapphire Investments, Inc.; and (ix) any issuance as to which the OEP Majority Interest (as defined in the stockholders

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      agreement) (on behalf of the OEP Stockholders) elects to waive the preemptive rights pursuant to the stockholders agreement.

    9.
    That certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to shareholder approval of mergers and other transactions, and that provide for the following, be authorized, approved and confirmed in all respects:

      That, in accordance with the merger provisions of the Delaware General Corporation Law (which we refer to as the DGCL) and Section 271 of the DGCL, with limited exceptions, a merger, consolidation or sale of substantially all of the assets of a company requires the approval by the board of directors and a majority of the issued and outstanding shares entitled to vote thereon.

    10.
    That all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of the Extraordinary General Meeting by any Authorized Person in connection with the transactions contemplated by the merger of Green Sapphire Investments LLC with and into GENBAND Holdings Company, with GENBAND Holdings Company surviving such merger as a wholly owned subsidiary of Solstice Sapphire Investments, Inc. be and are hereby approved, ratified and confirmed in all respects.

Recommendation of the GENBAND Board

        The GENBAND board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the GENBAND merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the GENBAND merger, are advisable and in the best interests of, GENBAND and its shareholders, (iii) directed that the GENBAND merger and the merger agreement be submitted to GENBAND shareholders for approval, (iv) recommended that GENBAND shareholders approve the GENBAND merger and the merger agreement, and (v) declared that the merger agreement is advisable.

        Accordingly, the GENBAND board recommends that GENBAND shareholders vote:

    "FOR" the proposal to permit the GENBAND board to adjourn the Extraordinary General Meeting;

    "FOR" the proposal to merge Cayman Merger Sub with and into GENBAND;

    "FOR" the proposal to authorize, approve and confirm the Plan of Merger;

    "FOR" the proposal to authorize entry into the Plan of Merger;

    "FOR" the proposal to authorize execution and filing of the Plan of Merger;

    "FOR" the proposal to amend and restate the GENBAND Articles of Association;

    "FOR" the proposal to authorize, approve and confirm certain provisions in the certificate of incorporation of Solstice Sapphire Investments, Inc. relating to the removal of directors;

    "FOR" the proposal to authorize, approve and confirm certain provisions in the certificate of incorporation of Solstice Sapphire Investments, Inc. relating to preemptive rights;

    "FOR" the proposal to authorize, approve and confirm certain provisions in the certificate of incorporation of Solstice Sapphire Investments, Inc. relating to shareholder approval of mergers and other transactions; and

    "FOR" the proposal to approve, ratify and confirm actions taken and documents delivered in connection with the transactions.

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        See the sections entitled "The Mergers—Recommendation of the GENBAND Board" and "The Mergers—Reasons of GENBAND, GB and GB II for the Transactions" beginning on pages 167 and 168, respectively, of this joint proxy statement/prospectus.

        GENBAND shareholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement, the proposed transactions and certain compensation arrangements for GENBAND's named executive officers and directors in connection with the mergers. In addition, GENBAND shareholders are directed to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Record Date; Shares Entitled to Vote

        Only holders of record of GENBAND Class A Shares and GENBAND Class C Shares at the close of business on the GENBAND record date (August 31, 2017) will be entitled to vote shares held at that date at the Extraordinary General Meeting or any adjournments thereof. Each outstanding GENBAND Class A Share and GENBAND Class C Share entitles, in each case, its holder to cast one vote. Holders of record of GENBAND Class B Shares and GENBAND Class E Shares are not entitled to vote shares at the Extraordinary General Meeting.

        As of the close of business on the GENBAND record date, there were 1,693,357,175 GENBAND Class A Shares, par value $0.00001 per share, and 4,872,903,160 GENBAND Class C Shares, par value $0.00001 per share, in each case outstanding and entitled to vote at the Extraordinary General Meeting.

Quorum

        Holders of a majority in voting power of GENBAND shares entitled to vote at the Extraordinary General Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the Extraordinary General Meeting may adjourn the meeting to another place, date or time. As of the record date for the Extraordinary General Meeting, 3,283,130,168 GENBAND shares entitled to vote at the Extraordinary General Meeting, present in person or represented by proxy, will be required to achieve a quorum.

        Holders of GENBAND shares present at the Extraordinary General Meeting but not voting, and GENBAND shares for which GENBAND has received proxies indicating that their holders have abstained, will be counted as present at the Extraordinary General Meeting for purposes of determining whether a quorum is established.

Vote Required

        Proposal to Permit the GENBAND Board to Adjourn the Extraordinary General Meeting.    Adjourning the Extraordinary General Meeting requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Merge Cayman Merger Sub with and into GENBAND.    Approving the merger of Cayman Merger Sub with and into GENBAND requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm the Plan of Merger.    Approving the Plan of Merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

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        Proposal to Authorize Entry into the Plan of Merger.    Authorizing entry by GENBAND into the Plan of Merger requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize Execution and Filing of Plan of Merger.    Authorizing the execution by any director or officer of GENBAND (which we refer to individually as an Authorized Person) on behalf of GENBAND and authorizing any Authorized Person or Maples and Calder, on behalf of Maples Corporate Services Limited, to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Amend and Restate the GENBAND Articles of Association.    Authorizing the amendment and restatement of the GENBAND Articles of Association requires the affirmative vote of holders of 662/3% or more of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to the Removal of Directors.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to the removal of directors requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to Preemptive Rights.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to preemptive rights requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Authorize, Approve and Confirm Certain Provisions in the Solstice Sapphire Investments, Inc. Certificate of Incorporation Relating to Shareholder Approval of Mergers and Other Transactions.    Authorizing, approving and confirming certain provisions in the Solstice Sapphire Investments, Inc. certificate of incorporation relating to shareholder approval of mergers and other transactions requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

        Proposal to Approve, Ratify and Confirm Actions Taken and Documents Delivered in Connection with the Transactions.    Authorizing all actions taken and any documents or agreements executed, signed or delivered by any Authorized Person in connection with the transactions contemplated by the merger of Cayman Merger Sub with and into GENBAND, with GENBAND surviving such merger as a wholly owned subsidiary of New Solstice requires the affirmative vote of holders of more than 50% of all issued and outstanding GENBAND Class A Shares and GENBAND Class C Shares attending and voting at the Extraordinary General Meeting called for the purposes of approving the Plan of Merger.

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approval of the GENBAND merger and adoption of the merger agreement. If OEP exercises this right, then such vote would be the only vote required to approve the GENBAND merger and adopt the merger agreement.

Voting by GENBAND's Directors and Executive Officers

        As of the close of business on the GENBAND record date, GENBAND's directors and executive officers and certain of their affiliates beneficially owned 97,834 GENBAND shares entitled to vote at the Extraordinary General Meeting. This represents less than one percent in voting power of the outstanding GENBAND shares entitled to be cast at the Extraordinary General Meeting. Each GENBAND director and executive officer and certain of their affiliates has indicated his or her present intention to vote, or cause to be voted, the GENBAND shares owned by him or her for the proposal to approve the GENBAND merger and the merger agreement. As of the GENBAND record date, GENBAND did not beneficially own any GENBAND shares.

How to Submit Your Proxy

By mail

        If you received your Extraordinary General Meeting materials by mail, you may complete, sign and date the proxy card or voting instruction card and return it in the enclosed postage-paid envelope to Continental Stock Transfer & Trust Company, GENBAND's tabulation agent, at One State Street Plaza, 30th Floor, New York, NY 10004-1561. If you are a shareholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the GENBAND board.

In person at the Extraordinary General Meeting

        All holders of GENBAND Class A Shares and GENBAND Class C Shares as of the close of business on the GENBAND record date may vote in person at the Extraordinary General Meeting. You may also be represented by another person at the Extraordinary General Meeting by executing a proper proxy designating that person. If you are a beneficial owner of GENBAND shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the Extraordinary General Meeting.

Voting of Proxies

        If you submit your proxy by completing, signing, dating and mailing your proxy card or voting instruction card, your shares will be voted in accordance with your instructions. If you are a shareholder of record and you sign, date and return your proxy card but do not indicate how you want to vote or do not indicate that you wish to abstain, your shares will be voted "FOR" the proposal to permit the GENBAND board to adjourn the Extraordinary General Meeting, "FOR" the proposal to merge Cayman Merger Sub with and into GENBAND, "FOR" the proposal to authorize, approve and confirm the Plan of Merger, "FOR" the proposal to authorize entry into the Plan of Merger, "FOR" the proposal to authorize execution and filing of the Plan of Merger, "FOR" the proposal to amend and restate the GENBAND Articles of Association, and "FOR" the proposal to approve, ratify and confirm actions taken and documents delivered in connection with the transactions.

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Revoking Your Proxy

        If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the Extraordinary General Meeting. To do this, you must:

    submit a new proxy by signing and returning another proxy card by mail at a later date, in each case, prior to 11:59 p.m., Central time, on the night before the Extraordinary General Meeting;

    provide written notice of the revocation to the corporate secretary of GENBAND at 3605 E. Plano Parkway, Plano, Texas 75074 so that it is received prior to 11:59 p.m., Central time, on the night before the Extraordinary General Meeting; or

    attend the Extraordinary General Meeting and vote in person (attendance itself does not, however, constitute revocation of your proxy).

Attending the Extraordinary General Meeting

        Only holders of record of GENBAND Class A Shares and GENBAND Class C Shares, or beneficial owners of such GENBAND shares, as of the GENBAND record date, may attend the Extraordinary General Meeting in person. You will need proof of ownership to enter the Extraordinary General Meeting. Even if you plan to attend the Extraordinary General Meeting, please submit your proxy.

        If your shares are held beneficially in the name of a broker, bank or other holder of record, you must present proof of your ownership of GENBAND shares, such as a bank or brokerage account statement, to be admitted to the Extraordinary General Meeting. Please note that if you plan to attend the Extraordinary General Meeting in person and would like to vote there, you will need to bring a legal proxy from your broker, bank or other holder of record as explained above. If your shares are held beneficially and you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of GENBAND shares, to:

GENBAND Holdings Company
3605 E. Plano Parkway
Plano, Texas 75074
Attn: Investor Relations

        Shareholders also must present a form of photo identification, such as a driver's license, in order to be admitted to the Extraordinary General Meeting. No cameras, recording equipment, large bags or packages will be permitted at the Extraordinary General Meeting.

Confidential Voting

        Proxy instructions, ballots and voting tabulations that identify individual GENBAND shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within GENBAND or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote and to facilitate a successful proxy solicitation.

Solicitation of Proxies

        GENBAND is soliciting proxies for the Extraordinary General Meeting from GENBAND shareholders. GENBAND will bear the entire cost of soliciting proxies from GENBAND shareholders. In addition to this mailing, GENBAND's directors, officers and investor relations employees, within the normal conduct of their duties (who will not receive any additional compensation for such services), may solicit proxies. Solicitation of proxies will be undertaken through the mail or in person.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the Extraordinary General Meeting, please contact GENBAND by mail at 3605 E. Plano Parkway, Plano, Texas 75074 or by telephone at (972) 461-7555.

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THE GB SPECIAL MEETING

        This section contains information about the GB special meeting that has been called to consider and approve the GB merger and adopt the merger agreement and to approve the adjournment of the GB special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to approve the GB merger and adopt the merger agreement).

        This joint proxy statement/prospectus is being furnished to the stockholders of GB in connection with the solicitation of proxies by the GB board for use at the GB special meeting. GB is first mailing this joint proxy statement/prospectus and accompanying proxy card to its stockholders on or about [                        ], 2017.

Date, Time and Place

        A special meeting of the GB stockholders will be held at [            ] on [                        ], 2017, at [        ] a.m., Central time, unless the special meeting is adjourned.

Purpose

        At the special meeting, GB stockholders will be asked to consider and vote upon the following matters:

    a proposal to approve the GB merger and adopt the merger agreement; and

    a proposal to adjourn the special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the special meeting to approve the GB merger and adopt the merger agreement.

Recommendation of the GB Board

        The GB board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the GB merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the GB merger, are advisable and in the best interests of, GB and its stockholders, (iii) directed that the GB merger and the merger agreement be submitted to GB stockholders for approval and adoption, (iv) recommended that GB stockholders approve the GB merger and adopt the merger agreement, and (v) declared that the merger agreement is advisable.

        The GB board recommends that GB stockholders vote:

    "FOR" the proposal to approve the GB merger and adopt the merger agreement; and

    "FOR" the proposal to approve the adjournment of the GB special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to approve the GB merger and adopt the merger agreement).

        See the sections entitled "The Mergers—Recommendation of the GB Board" and "The Mergers—Reasons of GENBAND, GB and GB II for the Transactions" beginning on pages 167 and 168, respectively, of this joint proxy statement/prospectus.

        GB stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement, the proposed transactions and certain compensation arrangements for GB's executive officers and directors in connection with the mergers. In addition, GB stockholders are directed to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

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Record Date; Shares Entitled to Vote

        Only holders of record of shares of GB common stock at the close of business on the GB record date (August 31, 2017) will be entitled to vote shares held at that date at the GB special meeting or any adjournments thereof. Each outstanding share of GB common stock entitles its holder to cast one vote.

        As of the close of business on the GB record date, there were 381,123,422 shares of GB common stock, par value $0.001 per share, outstanding and entitled to vote at the GB special meeting.

Quorum

        Holders of a majority in voting power of GB common stock entitled to vote at the GB special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the GB special meeting may adjourn the meeting to another place, date or time. As of the record date for the GB special meeting, 190,561,712 shares of GB common stock will be required to achieve a quorum.

        Holders of GB common stock present at the GB special meeting but not voting, and shares of GB common stock for which GB has received proxies indicating that their holders have abstained, will be counted as present at the GB special meeting for purposes of determining whether a quorum is established.

Vote Required

        Proposal to Approve the GB Merger and Adopt the Merger Agreement by GB Stockholders.    Approving the GB merger and adopting the merger agreement requires the affirmative vote of holders of a majority of the shares of GB common stock outstanding and entitled to vote. If any shares of GB common stock were not affirmatively voted in favor of the adoption of the merger agreement and the approval of the GB merger for any reason, it would have the same effect as a vote "AGAINST" approval of the merger proposal.

        Proposal to Adjourn the GB Special Meeting.    Approving the proposal to adjourn the GB special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB merger and adopt the merger agreement) requires the affirmative vote of holders of a majority in voting power of the shares of GB common stock present in person, or represented by proxy, and entitled to vote on the adjournment proposal. Accordingly, abstentions will have the same effect as a vote "AGAINST" the proposal to adjourn the GB special meeting, while shares not in attendance at the GB special meeting and broker non-votes (if any) will have no effect on the outcome of any vote to adjourn the GB special meeting.

        Notwithstanding the foregoing, in accordance with the GENBAND Stockholders Agreement, OEP has the right to cause stockholders of GB holding a majority of shares to vote in favor of approval of the GB merger and adoption of the merger agreement. If OEP exercises this right, then such vote would be the only vote required to approve the GB merger and adopt the merger agreement.

Voting by GB's Directors and Executive Officers

        As of the close of business on the GB record date, GB's directors and executive officers and certain of their affiliates beneficially owned 163,695 shares of GB common stock entitled to vote at the GB special meeting. This represents less than one percent in voting power of the outstanding shares of GB common stock entitled to be cast at the GB special meeting. Each GB director and executive officer and certain of their affiliates has indicated his or her present intention to vote, or cause to be voted, the shares of GB common stock owned by him or her for the proposal to approve the GB

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merger and adopt the merger agreement. As of the GB record date, GB did not beneficially own any shares of GB common stock.

How to Submit Your Proxy

By mail

        If you received your special meeting materials by mail, you may complete, sign and date the proxy card or voting instruction card and return it in the enclosed postage-paid envelope to Continental Stock Transfer & Trust Company, GB's tabulation agent, at One State Street Plaza, 30th Floor, New York, NY 10004-1561. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the GB board.

In person at the GB special meeting

        All GB stockholders as of the close of business on the GB record date may vote in person at the GB special meeting. You may also be represented by another person at the GB special meeting by executing a proper proxy designating that person. If you are a beneficial owner of GB common stock, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the GB special meeting.

Voting of Proxies

        If you submit your proxy by completing, signing, dating and mailing your proxy card or voting instruction card, your shares will be voted in accordance with your instructions. If you are a stockholder of record and you sign, date and return your proxy card but do not indicate how you want to vote or do not indicate that you wish to abstain, your shares will be voted "FOR" the proposal to approve the GB merger and adopt the merger agreement and "FOR" the proposal to adjourn the GB special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB merger and adopt the merger agreement).

Revoking Your Proxy

        If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the GB special meeting. To do this, you must:

    submit a new proxy by signing and returning another proxy card by mail at a later date, in each case, prior to 11:59 p.m., Central time, on the night before the GB special meeting;

    provide written notice of the revocation to the corporate secretary of GB at 3605 E. Plano Parkway, Plano, Texas 75074 so that it is received prior to 11:59 p.m., Central time, on the night before the GB special meeting; or

    attend the GB special meeting and vote in person (attendance itself does not, however, constitute revocation of your proxy).

Attending the Special Meeting

        Only GB stockholders of record, or beneficial owners of shares of GB common stock, as of the GB record date, may attend the GB special meeting in person. You will need proof of ownership to enter the GB special meeting. Even if you plan to attend the GB special meeting, please submit your proxy.

        If your shares are held beneficially in the name of a broker, bank or other holder of record, you must present proof of your ownership of GB common stock as a bank or brokerage account statement,

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to be admitted to the GB special meeting. Please note that if you plan to attend the GB special meeting in person and would like to vote there, you will need to bring a legal proxy from your broker, bank or other holder of record as explained above. If your shares are held beneficially and you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of GB common stock, to:

GENBAND Inc.
c/o GENBAND Holdings Company
3605 E. Plano Parkway
Plano, Texas 75074
Attn: Investor Relations

        Stockholders also must present a form of photo identification, such as a driver's license, in order to be admitted to the GB special meeting. No cameras, recording equipment, large bags or packages will be permitted at the GB special meeting.

Confidential Voting

        Proxy instructions, ballots and voting tabulations that identify individual GB stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within GB or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote and to facilitate a successful proxy solicitation.

Solicitation of Proxies

        GB is soliciting proxies for the GB special meeting from GB stockholders. GB will bear the entire cost of soliciting proxies from GB stockholders. In addition to this mailing, GB's directors, officers and investor relations employees, within the normal conduct of their duties (who will not receive any additional compensation for such services), may solicit proxies. Solicitation of proxies will be undertaken through the mail or in person.

Assistance

        If you need assistance in completing your proxy card or have questions regarding GB's special meeting, please contact GB by mail at 3605 E. Plano Parkway, Plano, Texas 75074 or by telephone at (972) 461-7555.

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THE GB II SPECIAL MEETING

        This section contains information about the GB II special meeting that has been called to consider and approve the GB II merger and adopt the merger agreement and to approve the adjournment of the GB II special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to approve the GB II merger and adopt the merger agreement).

        This joint proxy statement/prospectus is being furnished to the stockholders of GB II in connection with the solicitation of proxies by the GB II board for use at the GB II special meeting. GB II is first mailing this joint proxy statement/prospectus and accompanying proxy card to its stockholders on or about [                        ], 2017.

Date, Time and Place

        A special meeting of the GB II stockholders will be held at [            ] on [                        ], 2017, at [        ] a.m., Central time, unless the special meeting is adjourned.

Purpose

        At the special meeting, GB II stockholders will be asked to consider and vote upon the following matters:

    a proposal to approve the GB II merger and adopt the merger agreement; and

    a proposal to adjourn the special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally scheduled time of the special meeting to approve the GB II merger and adopt the merger agreement.

Recommendation of the GB II Board

        The GB II board has (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the GB II merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the GB II merger, are advisable and in the best interests of, GB II and its stockholders, (iii) directed that the GB II merger and the merger agreement be submitted to GB II stockholders for approval and adoption, (iv) recommended that GB II stockholders approve the GB II merger and adopt the merger agreement, and (v) declared that the merger agreement is advisable.

        The GB II board recommends that GB II stockholders vote:

    "FOR" the proposal to approve the GB II merger and adopt the merger agreement; and

    "FOR" the proposal to approve the adjournment of the GB II special meeting (if it is necessary to solicit additional proxies if there are not sufficient votes to approve the GB II merger and adopt the merger agreement).

        See the sections entitled "The Mergers—Recommendation of the GB II Board" and "The Mergers—Reasons of GENBAND, GB and GB II for the Transactions" beginning on page 168 of this joint proxy statement/prospectus.

        GB II stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement, the proposed transactions and certain compensation arrangements for GB II's executive officers and directors in connection with the mergers. In addition, GB II stockholders are directed to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

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Record Date; Shares Entitled to Vote

        Only holders of record of shares of GB II common stock at the close of business on the GB II record date (August 31, 2017) will be entitled to vote shares held at that date at the GB II special meeting or any adjournments thereof. Each outstanding share of GB II common stock entitles its holder to cast one vote.

        As of the close of business on the GB II record date, there were 81.2 shares of GB II common stock, par value $0.01 per share, outstanding and entitled to vote at the GB II special meeting.

Quorum

        Holders of a majority in voting power of GB II common stock entitled to vote at the GB II special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the GB II special meeting may adjourn the meeting to another place, date or time. As of the record date for the GB II special meeting, 41 shares of GB II common stock will be required to achieve a quorum.

        Holders of GB II common stock present at the GB II special meeting but not voting, and shares of GB II common stock for which GB II has received proxies indicating that their holders have abstained, will be counted as present at the GB II special meeting for purposes of determining whether a quorum is established.

Vote Required

        Proposal to Approve the GB II Merger and Adopt the Merger Agreement by GB II Stockholders.    Approving the GB II merger and adopting the merger agreement requires the affirmative vote of holders of a majority of the shares of GB II common stock outstanding and entitled to vote. If any shares of GB II common stock were not affirmatively voted in favor of the adoption of the merger agreement and the approval of the GB II merger for any reason, it would have the same effect as a vote "AGAINST" approval of the merger proposal.

        Proposal to Adjourn the GB II Special Meeting.    Approving the proposal to adjourn the GB II special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB II merger and adopt the merger agreement) requires the affirmative vote of holders of a majority in voting power of the shares of GB II common stock present in person, or represented by proxy, and entitled to vote on the adjournment proposal. Accordingly, abstentions will have the same effect as a vote "AGAINST" the proposal to adjourn the GB II special meeting, while shares not in attendance at the GB II special meeting and broker non-votes (if any) will have no effect on the outcome of any vote to adjourn the GB II special meeting.

        Notwithstanding the foregoing, in accordance with the GENBAND Stockholders Agreement, OEP has the right to cause stockholders of GB II holding a majority of shares to vote in favor of approval of the GB II merger and adoption of the merger agreement. If OEP exercises this right, then such vote would be the only vote required to approve the GB II merger and adopt the merger agreement.

Voting by GB II's Directors and Executive Officers

        As of the close of business on the GB II record date, GB II's directors and executive officers did not own any shares of GB II common stock entitled to vote at the GB II special meeting.

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How to Submit Your Proxy

By mail

        If you received your special meeting materials by mail, you may complete, sign and date the proxy card or voting instruction card and return it in the enclosed postage-paid envelope to Continental Stock Transfer & Trust Company, GB II's tabulation agent, at One State Street Plaza, 30th Floor, New York, NY 10004-1561. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the GB II board.

In person at the GB II special meeting

        All GB II stockholders as of the close of business on the GB II record date may vote in person at the GB II special meeting. You may also be represented by another person at the GB II special meeting by executing a proper proxy designating that person. If you are a beneficial owner of GB II common stock, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the GB II special meeting.

Voting of Proxies

        If you submit your proxy by completing, signing, dating and mailing your proxy card or voting instruction card, your shares will be voted in accordance with your instructions. If you are a stockholder of record and you sign, date and return your proxy card but do not indicate how you want to vote or do not indicate that you wish to abstain, your shares will be voted "FOR" the proposal to approve the GB II merger and adopt the merger agreement and "FOR" the proposal to adjourn the GB II special meeting (if necessary to solicit additional proxies if there are not sufficient votes to approve the GB II merger and adopt the merger agreement).

Revoking Your Proxy

        If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the GB II special meeting. To do this, you must:

    submit a new proxy by signing and returning another proxy card by mail at a later date, in each case, prior to 11:59 p.m., Central time, on the night before the GB II special meeting;

    provide written notice of the revocation to the corporate secretary of GB II at 3605 E. Plano Parkway, Plano, Texas 75074 so that it is received prior to 11:59 p.m., Central time, on the night before the GB II special meeting; or

    attend the GB II special meeting and vote in person (attendance itself does not, however, constitute revocation of your proxy).

Attending the Special Meeting

        Only GB II stockholders of record, or beneficial owners of shares of GB II common stock, as of the GB II record date, may attend the GB II special meeting in person. You will need proof of ownership to enter the GB II special meeting. Even if you plan to attend the GB II special meeting, please submit your proxy.

        If your shares are held beneficially in the name of a broker, bank or other holder of record, you must present proof of your ownership of GB II common stock as a bank or brokerage account statement, to be admitted to the GB II special meeting. Please note that if you plan to attend the GB II special meeting in person and would like to vote there, you will need to bring a legal proxy from your broker, bank or other holder of record as explained above. If your shares are held beneficially and

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you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of GB II common stock, to:

GENBAND II, Inc.
c/o GENBAND Holdings Company
3605 E. Plano Parkway
Plano, Texas 75074
Attn: Investor Relations

        Stockholders also must present a form of photo identification, such as a driver's license, in order to be admitted to the GB II special meeting. No cameras, recording equipment, large bags or packages will be permitted at the GB II special meeting.

Confidential Voting

        Proxy instructions, ballots and voting tabulations that identify individual GB II stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within GB II or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote and to facilitate a successful proxy solicitation.

Solicitation of Proxies

        GB II is soliciting proxies for the GB II special meeting from GB II stockholders. GB II will bear the entire cost of soliciting proxies from GB II stockholders. In addition to this mailing, GB II's directors, officers and investor relations employees, within the normal conduct of their duties (who will not receive any additional compensation for such services), may solicit proxies. Solicitation of proxies will be undertaken through the mail or in person.

Assistance

        If you need assistance in completing your proxy card or have questions regarding GB II's special meeting, please contact GB II by mail at 3605 E. Plano Parkway, Plano, Texas 75074 or by telephone at (972) 461-7555.

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THE MERGERS

        This section of this joint proxy statement/prospectus describes material aspects of the proposed mergers, including the merger agreement. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus, including the full text of the merger agreement, which is attached as Annex A and the other documents and annexes we refer you to for a more complete understanding of the mergers and the merger agreement. In addition, important business and financial information about GENBAND, GB and GB II is included in this joint proxy statement/prospectus and important business and financial information about Sonus is incorporated into this joint proxy statement/prospectus by reference. For additional information about Sonus, see the section entitled "Where You Can Find More Information" beginning on page 349 of this joint proxy statement/prospectus.

Structure of the Mergers

General

        On May 22, 2017, the Sonus board of directors and GENBAND board of directors each approved the merger agreement, which provides for the strategic business combination of Sonus and GENBAND under a new holding company, New Solstice. The merger agreement, among other things, contemplates four separate mergers: the Sonus merger, the GENBAND merger, the GB merger and the GB II merger, each of which is discussed below. The mergers will result in Sonus' business and GENBAND's business being held under New Solstice. Former Sonus stockholders will own approximately 50%, and former GENBAND party shareholders will own approximately 50%, of the shares of New Solstice common stock issued and outstanding immediately following the consummation of the mergers.

The Sonus Merger

        Solstice Merger Sub will merge with and into Sonus, at which time the separate corporate existence of Solstice Merger Sub will cease, and Sonus will survive the merger as a wholly owned subsidiary of New Solstice.

The GENBAND Merger

        Cayman Merger Sub will merge with and into GENBAND, at which time the separate existence of Cayman Merger Sub will cease, and GENBAND will survive the merger as a wholly owned subsidiary of New Solstice.

The GB Merger

        GB will merge with and into GB Merger Sub, at which time the separate corporate existence of GB will cease, and GB Merger Sub will survive the merger as a wholly owned subsidiary of New Solstice.

The GB II Merger

        GB II will merge with and into GB Merger Sub, at which time the separate corporate existence of GB II will cease, and GB Merger Sub will survive the merger as a wholly owned subsidiary of New Solstice.

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Consideration to be Received in Connection with the Transactions Contemplated by the Merger Agreement

Sonus Merger

        At the effective time of the Sonus merger, each share of common stock of Sonus that is owned by Sonus immediately prior to the effective time will automatically be cancelled and extinguished and will cease to exist, and no consideration will be paid for such shares. Each other share of Sonus common stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one share of New Solstice common stock. Each share of common stock of Solstice Merger Sub issued and outstanding immediately prior to the effective time will be converted into one share of common stock of Sonus (as the surviving entity of the Sonus merger).

GENBAND Merger

        At the effective time of the GENBAND merger, each share of capital stock or other equity interests of GENBAND owned by GENBAND will automatically be cancelled and extinguished and will cease to exist, and no consideration will be paid for such shares. Each share of capital stock or other equity interests of GENBAND owned by GB or GB II as of immediately prior to the effective time of the GENBAND merger will be converted into one share of GENBAND (as the surviving entity of the GENBAND merger). Each share of capital stock or other equity interests of GENBAND other than those described above will be converted into the right to receive a portion of a share of New Solstice common stock and such share's portion of the promissory note issued by New Solstice to shareholders of GENBAND that the holder of such GENBAND share is entitled to receive upon a Realization Event as defined in the GENBAND Articles of Association assuming that the total Realization Consideration as defined in the GENBAND Articles of Association is equal to the value of the total number of Sonus common stock outstanding immediately prior to the GENBAND merger plus the aggregate value of the promissory note to be issued by New Solstice, and all such shares of capital stock or other equity interests of GENBAND will cease to be outstanding and will automatically be cancelled and extinguished and will cease to exist. For additional details of the promissory note, see the section entitled "Other Related Agreements—The Promissory Note" beginning on page 218 of this joint proxy statement/prospectus.

        All outstanding limited liability company interests of Cayman Merger Sub will be converted into one share of GENBAND (as the surviving entity of the GENBAND merger).

GB Merger

        At the effective time of the GB merger, each share of GB common stock owned by GB will automatically be cancelled and extinguished and will cease to exist and no consideration will be paid for such shares. Each other share of GB common stock will be converted into the right to receive a share of New Solstice common stock multiplied by an exchange ratio equal to (a) the total number of shares of New Solstice common stock that GB would be entitled to receive upon a Realization Event as defined in the GENBAND Articles of Association assuming the total Realization Consideration as defined in the GENBAND Articles of Association is equal to the value of total number of shares of Sonus common stock outstanding immediately prior to the GB merger, divided by (b) the total number of shares of GB common stock outstanding immediately prior to the effective time of the GB merger (other than the shares of GB common stock that will be cancelled as described above). In exchange for such shares of New Solstice common stock (if any), each share of GB common stock will automatically be cancelled and extinguished and will cease to exist. Each limited liability company interest of GB Merger Sub will remain unchanged and will continue to remain outstanding as a limited liability company interest in the GB entity surviving the GB merger.

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GB II Merger

        At the effective time of the GB II merger, each share of GB II common stock owned by GB II will automatically be cancelled and extinguished and will cease to exist and no consideration will be paid for such shares. Each other share of GB II common stock will be converted into the right to receive a share of New Solstice common stock multiplied by an exchange ratio equal to (a) the total number of shares of New Solstice common stock that GB II would be entitled to receive upon a Realization Event as defined in the GENBAND Articles of Association assuming the total Realization Consideration as defined in the GENBAND Articles of Association is equal to the value of the total number of shares of Sonus common stock outstanding immediately prior to the GB II merger, divided by (b) the total number of shares of GB II common stock outstanding immediately prior to the effective time of the GB II merger (other than the shares of GB II common stock that will be cancelled as described above). In exchange for such shares of New Solstice common stock (if any), each share of GB II common stock will automatically be cancelled and extinguished and will cease to exist. Each limited liability company interest of GB Merger Sub will remain unchanged and will continue to remain outstanding as a limited liability company interest in the GB entity surviving the GB II merger.

GENBAND Party Mergers

        Pursuant to Article 5.2 of the GENBAND Articles of Association attached as Annex C to this joint proxy statement/prospectus, all dividends and distributions (including upon a Realization Event, as described below) shall be made in accordance with the waterfall which sets out the priority of distribution amongst the holders of the different classes of shares, and giving effect to all benchmark amounts under the GENBAND Articles of Association. The merger consideration amount to be received by the holders of each class of shares in GENBAND, GB and GB II will therefore be dependent on the value of the total merger consideration. Below is a summary of the approximate thresholds at which holders of each class of shares will participate in the distribution of the merger consideration.


Summary Table of Waterfall Thresholds by Class of Shares (as of August 31, 2017)

Class of Shares
  Threshold
Amount

C

  $1

E*

  $478 million

A**

  $625 million

B**

  $1.626 billion

*
Approximately 42,165,041 of Class E Shares will not participate in the distribution of the merger consideration until a threshold of approximately $478 million is met.

**
The threshold at which the Class A Shares and Class B Shares will participate will continue to increase until closing due to the Class C accretion, which is approximately $6 million per month.

        For the purposes of the GENBAND Articles of Association, a "Realization Event" includes, among other things, a merger or consolidation in which GENBAND is a constituent party, if following such merger or consolidation, holders of the shares of GENBAND immediately prior to such merger or consolidation do not hold at least 50.1% of the voting power of GENBAND or an entity holding 100% of the voting power of GENBAND after such a merger or consolidation.

        Under the merger agreement, GENBAND shareholders (other than GB and GB II) will also have the right to receive a three-year promissory note issued by New Solstice as described in the section entitled "The Mergers—Consideration to be Received in Connection with the Transactions

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Contemplated by the Merger Agreement—GENBAND Merger" beginning on page 108 of this joint proxy statement/prospectus. Consideration from the promissory note will be distributed to GENBAND shareholders (other than GB and GB II) in accordance with the waterfall. Pursuant to the terms of the merger agreement, GB and GB II stockholders are not entitled to receive any consideration under the promissory note.

Background of the Mergers

        The network communications marketplace in which Sonus and GENBAND compete has come under significantly increasing competitive pressures as a result of several factors, including rapid technological changes, significant consolidation among the major customers for network communications products and the existence of multiple vendors in the marketplace, including Sonus and GENBAND.

        In response to these competitive pressures, and as part of its ongoing oversight of Sonus' business and affairs, the Sonus board periodically reviews Sonus' condition (financial and otherwise), challenges and prospects with a view toward maximizing stockholder value. In addition, the Sonus board has considered numerous potential strategic alternatives for Sonus, including potential business combinations and strategic acquisitions as a means to create and maximize value for Sonus stockholders. These alternatives have involved GENBAND and other third parties.

        The GENBAND and GB boards of directors (which we refer to as the GENBAND and GB boards) and management, in their ongoing effort to maximize shareholder value, have also periodically reviewed and assessed GENBAND's business strategy, the various trends and conditions affecting the network communications market, GENBAND's businesses generally and a variety of strategic alternatives reasonably available to GENBAND, including a potential business combination. As part of this process, the GENBAND and GB boards and management have occasionally reached out to third parties regarding potential strategic transactions, including Sonus.

        In July 2010, Charlie Vogt, GENBAND's then Chief Executive Officer, approached Sonus about the potential for a business combination resulting in GENBAND and Sonus entering into a mutual confidentiality agreement in order to share certain non-public information about their respective businesses. Subsequently, there were no material discussions between Sonus and GENBAND regarding a potential business combination until September 2012.

        In September 2012, at an investor conference in New York, David Walsh, the current GENBAND Chief Executive Officer and Chairman of its board, who at that time was GENBAND's Chairman of its board and a partner of OEP, and another representative of OEP approached Raymond P. Dolan, Sonus' President and Chief Executive Officer and a member of the Sonus board, and discussed with Mr. Dolan the benefits of a potential business combination.

        In November 2012, Sonus and GENBAND renewed their prior mutual confidentiality agreement and Mr. Vogt, Daryl Raiford, GENBAND's Chief Financial Officer, and various members of GENBAND's senior management team met with representatives of Sonus to propose and discuss a potential business combination.

        In late November 2012, GENBAND made a non-binding proposal for a business combination in which Sonus would be valued at $450 million and GENBAND at $520 million, with $150 million being paid to Sonus stockholders in the form of cash dividend and $220 million used by GENBAND to retire existing debt, through the use of cash on hand, and a new $100 million debt facility, after which there would be equal equity ownership in a combined publicly traded entity for Sonus stockholders and GENBAND shareholders. In January 2013, Messrs. Walsh and Raiford along with James Koven, a partner of OEP, met with Mr. Dolan and other senior representatives of Sonus to further discuss

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GENBAND's proposal. Subsequently, the Sonus board determined not to pursue this proposal, and no further substantive discussions took place at that time.

        On March 24, 2015, Sonus issued a press release prior to market open announcing lower than anticipated revenues for the first quarter of 2015 and the year as a whole, and the Sonus common stock opened trading at $8.80 per share, down from a closing price of $13.16 per share the prior trading day. A few days after that time, Mr. Walsh, who had become GENBAND's Chief Executive Officer and Chairman of its board, telephoned Mr. Dolan to discuss a potential business combination.

        On March 30, 2015, Mr. Walsh provided to Mr. Dolan a non-binding proposal for a business combination between Sonus and GENBAND in which the equity ownership in a combined publicly traded entity would be 34% for Sonus stockholders and 66% for GENBAND shareholders. Later that day, members of the Sonus and GENBAND senior management teams met to discuss GENBAND's growth strategies and a potential business combination.

        On April 1, 2015, the Sonus board held a telephonic meeting in which representatives from WilmerHale, Sonus' outside counsel, provided an overview of the Sonus board's fiduciary duties and the GENBAND proposal was discussed. The Sonus board authorized management to continue discussions with GENBAND.

        On April 3, 2015, Mr. Dolan and Mr. Walsh discussed the most recent proposal, including the proposed equity split between Sonus stockholders and GENBAND shareholders.

        On April 8, 2015, Sonus and GENBAND amended their mutual confidentiality agreement to extend it for another two years.

        On April 9, 2015, Mr. Dolan, Mark Greenquist, Sonus' then Chief Financial Officer, and other members of Sonus' senior management, along with representatives of Evercore, Sonus' financial advisor, met in New York with Mr. Walsh, Mr. Raiford, and other senior management of GENBAND and representatives of Guggenheim Securities, GENBAND's financial advisor. The participants discussed a potential business combination, including the likely structure and the mutual benefits for each party. Thereafter, Mr. Walsh proposed that the post-combination equity ownership be 40% for Sonus stockholders and 60% for GENBAND shareholders.

        The Sonus board held a telephonic meeting on April 15, 2015 to discuss, among other items, an update on Sonus' discussions with GENBAND and authorized continued discussions with GENBAND. The Sonus board also approved the retention of Evercore as Sonus' financial advisor with respect to a possible business combination with GENBAND and with respect to the examination of potential alternatives, including remaining as a standalone publicly traded company.

        On April 23, April 24 and April 27, 2015, Mr. Greenquist, Mr. Raiford and other representatives of Sonus and GENBAND senior management and representatives of Evercore and Guggenheim Securities met in New York to discuss potential synergies and mutual benefits that could be realized from a business combination.

        On May 4, 2015, Mr. Greenquist, Mr. Raiford and other representatives of Sonus and GENBAND, representatives of WilmerHale and of Latham & Watkins LLP, outside counsel to GENBAND (which we refer to as Latham & Watkins), discussed by telephone potential tax and structure issues relating to a business combination. Also on that day, senior management of Sonus and GENBAND met in New York to discuss projected revenues for each company.

        The Sonus board held a telephonic meeting on May 6, 2015, in which representatives of Evercore and WilmerHale participated. The representatives of Evercore reviewed Sonus' recent financial results, the proposal by GENBAND, and various alternatives including the potential combination with GENBAND, sale to or combination with other entities, acquisitions of other entities by Sonus, and continued operation as an independent entity. The Sonus board authorized continued discussions with

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GENBAND, including negotiation of the principal economic terms of a proposed business combination. On the same day, senior management of Sonus and GENBAND met at Sonus' headquarters to review the companies' respective technologies and possible synergies that might be realized in a business combination.

        On May 11, 2015, Mr. Greenquist, Mr. Raiford and other senior management of Sonus and GENBAND, along with representatives of Evercore and Guggenheim Securities, met in New York to discuss projected revenues for each entity and revised forecasts presented by GENBAND, as well as potential synergies that might be achieved in a business combination.

        On May 12 and May 20, 2015, senior management of Sonus and GENBAND, along with representatives of Evercore and Guggenheim Securities, met in New York to discuss the relative valuations of Sonus and GENBAND. Following such meetings, representatives of Evercore proposed to representatives of Guggenheim Securities that Sonus stockholders hold 60% and GENBAND shareholders hold 40% of the combined publicly traded entity.

        On May 21, 2015, GENBAND submitted a revised proposal for a business combination in which Sonus stockholders would receive 44% and GENBAND shareholders would receive 56% of a combined publicly traded entity. The proposal also offered Sonus stockholders an option to elect to receive up to $124 million in cash, at $10.00 per share, in lieu of equity of the combined entity. If the cash election was fully subscribed, Sonus stockholders would own 37.1% and GENBAND shareholders would own 62.9% of the combined publicly traded entity. The proposal also indicated that the GENBAND shareholders would agree not to transfer shares received in the transaction for 180 days and would consider customary and reasonable limits on OEP exercising control as a significant stockholder of the combined entity, including standstill provisions, limitations on certain transfers and supermajority approval requirements for certain business combinations. The proposal also indicated a willingness to have an independent board with two OEP designees.

        The Sonus board held a telephonic meeting on May 26, 2015, in which representatives of Evercore and WilmerHale participated. The Sonus board discussed GENBAND's most recent proposal and potential alternatives. Representatives of Evercore reviewed valuation implications of GENBAND's proposal and preliminary valuation analyses for Sonus on a standalone basis. Representatives of WilmerHale reviewed various governance provisions that the Sonus board might wish to consider proposing in a business combination with GENBAND in which OEP would be a significant stockholder of a combined entity, including with respect to board composition, standstill provisions, supermajority voting requirements for business combinations and transfer restrictions. The Sonus board authorized continued discussions with GENBAND, including negotiation of the principal economic terms of a proposed business combination, and determined not to affirmatively seek other sale or business combination alternatives, given that it had not determined to proceed with any transaction and the competitive risks identified that could result from such a process, until it had determined that an acceptable economic and governance framework for a potential combination had been reached with GENBAND.

        On May 27, 2015, representatives of Evercore communicated to representatives of Guggenheim Securities a counteroffer that included, among other things, a post-closing equity split of 56% for Sonus stockholders and 44% for GENBAND shareholders.

        On May 28, 2015, a Sonus director met with Mr. Walsh and a member of GENBAND's management team in New York to discuss GENBAND's technology and rationale for a business combination.

        On June 4, 2015, Mr. Dolan, Richard J. Lynch, the Chairman of the Sonus board, and two other Sonus directors met in New York with Mr. Walsh and representatives of OEP to discuss the companies' respective technologies, valuations and business developments and prospects.

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        On June 9, 2015, GENBAND sent a revised proposal to Sonus reflecting an equal equity ownership split between Sonus stockholders and GENBAND shareholders, with a similar cash election option for Sonus stockholders for up to $124 million at $10.00 per share, subject to proration, to be supported by fully-committed debt financing. If the cash election was fully subscribed, the post-combination equity ownership would have been 42.85% for Sonus' stockholders and 57.15% for GENBAND shareholders. This proposal also referenced customary registration rights for GENBAND shareholders and transfer restrictions imposed on GENBAND shareholders for 180 days. Governance terms included an equal number of initial directors being nominated by Sonus and GENBAND and OEP thereafter having the right to designate 50% of the directors of the combined publicly traded entity.

        On June 10 and 11, 2015, the Sonus board held regularly scheduled meetings in Boston, at which representatives from Evercore and WilmerHale were present. The Sonus board discussed GENBAND's latest proposal and representatives of Evercore reviewed valuation implications of the revised proposal. Representatives of WilmerHale outlined the fiduciary duties of the Sonus directors and reviewed potential governance provisions, including as to board size and composition, as well as standstill provisions, transfer restrictions and supermajority voting requirements for business combinations applicable to OEP as a significant stockholder of the combined entity. The Sonus board determined that the proposed 50/50 equity split was acceptable subject to reaching suitable agreement on governance provisions, but determined that the cash election and resultant leveraging, and increased control by OEP, of the combined entity would not be advisable. Accordingly, the Sonus board authorized a counterproposal to GENBAND for a proposed business combination with a 50/50 equity split but no cash election. This proposal included a proposed governance framework in which Sonus would have the right to designate a majority of the board of directors of the combined entity, including the Chief Executive Officer of the combined entity.

        On June 11, 2015, representatives of Evercore informed representatives of Guggenheim Securities by telephone that the Sonus board did not support the cash election feature, provided an outline of the governance framework approved by the Sonus board and discussed the framework.

        On June 12, 2015, Mr. Dolan and Mr. Walsh discussed management of the combined entity and representatives of Evercore and Guggenheim Securities further discussed governance matters.

        On June 16, 2015, Sonus received a revised proposal on governance from GENBAND. The material differences related to the size of the board, the number of directors OEP would be entitled to nominate, the qualification standards for a director to be considered an independent director under the governance framework, the composition of board committees, the scope of standstill and transfer restrictions applicable to OEP and supermajority voting requirements for business requirements. Through July 15, 2015, representatives of Sonus, GENBAND, Evercore, Guggenheim Securities, OEP, WilmerHale and Latham & Watkins negotiated the material terms of a governance framework.

        On June 18 and June 19, 2015, Messrs. Dolan, Lynch and Walsh, as well as representatives of OEP, met at various times in New York and discussed the management structure of the combined entity, including the selection of the Chief Executive Officer and, because the Chief Executive Officer was expected to be a director, how that choice might affect the director designation rights OEP would receive in a transaction.

        On June 25, 2015, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. The Sonus board discussed the current status of negotiations regarding the governance framework and management structure. The Sonus board authorized continued discussions with GENBAND.

        On June 26, 2015, Messrs. Dolan and Walsh met in New York to discuss a potential management structure for the combined entity, including the possibility of Mr. Walsh serving as Chief Executive

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Officer of the combined entity and Mr. Dolan serving as Executive Chairman of the combined entity's board of directors, comprised of 11 directors. Messrs. Dolan and Walsh also discussed the possibility that, of the 11 directors, five would be nominees of OEP, two of whom would be independent and one of whom would be Mr. Walsh, and the remaining six would be Mr. Dolan and five other Sonus nominees.

        On July 8, 2015, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. The Sonus board discussed the current status of negotiations regarding the governance framework and authorized continued discussions with GENBAND.

        On July 16, 2015, representatives of Sonus and GENBAND reached tentative agreement on a governance framework providing for 12 directors, with six initially designated by GENBAND, including one who would be designated as the initial Chief Executive Officer (subject to reasonable approval by a majority of the entire board) and two who would be independent under applicable stock exchange and SEC rules and not otherwise a current or former OEP director, officer, employee or consultant, and six initially designated by Sonus, including one who would be designated as Executive Chairman and five others who would be independent under applicable stock exchange and SEC rules. Thereafter, OEP would have the right to nominate five directors, including two independent directors, with such nomination rights decreasing to zero as its holdings in the combined entity received in the transaction decreased, and to propose any replacement for the Chief Executive Officer so long as OEP was entitled to nominate five directors. In addition, OEP nominees would be entitled to participate on all board committees (subject to applicable stock exchange and SEC rules) and would constitute a percentage of each committee proportional to the number of OEP designees as compared to the entire board (less the Chief Executive Officer), rounded up to the nearest whole person, except rounded down to the nearest whole person for the nominating and corporate governance committee, which would have the right to nominate all directors other than those nominated by OEP. In addition, OEP would be subject to standstill limitations and restrictions on voting, transfers and change in control transactions, and receive registration and preemptive rights, substantially similar to those in the stockholders agreement.

        On July 20, 2015, the GENBAND and GB boards held a telephonic meeting in which representatives of Guggenheim Securities and Latham & Watkins participated. The GENBAND and GB boards, together with their advisors, discussed the chronology of discussions and negotiations between GENBAND and Sonus and the economic terms of the proposed transaction. Representatives of Latham & Watkins reviewed and discussed with the GENBAND and GB boards the proposed governance framework, including board size and composition, committee structure, voting requirements, transfer restrictions and the standstill provisions. The GENBAND and GB boards discussed the due diligence process and directed the GENBAND advisors and management to continue negotiations with Sonus. The GENBAND and GB boards also determined to establish a special transaction advisory committee comprised of the independent directors, John Bayless, Mark Lancaster, Steven D. Levy and Ray Rothrock, to analyze the proposed transaction, to represent the interests of the non-OEP shareholders and to make a recommendation to the GENBAND and GB boards regarding the proposed transaction, including the value to be attributed to GENBAND in a merger pursuant to the GENBAND Articles of Association.

        On July 20, 2015, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. The Sonus board reviewed the economic and governance provisions that had been negotiated and authorized the commencement of legal and confirmatory business diligence and the negotiation of definitive documentation relating to a business combination with GENBAND. The Sonus board also authorized Evercore to contact 16 potential strategic buyers that management and Evercore had identified as likely to have the greatest strategic interest in a transaction with Sonus.

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        Thereafter through mid-November 2015, representatives of Sonus and GENBAND undertook legal and further business diligence on each other, which efforts took place at in-person meetings, telephone conferences and through review of materials posted in electronic data rooms.

        On July 31, 2015, the Chief Financial Officer of one of the parties contacted by representatives of Evercore (which we refer to as Company A) telephoned Mr. Greenquist to discuss a possible transaction. No specific terms were discussed.

        On August 5, 2015, the GENBAND and GB boards held a telephonic meeting in which representatives of Guggenheim Securities and Latham & Watkins participated. The GENBAND and GB boards and their advisors discussed the current status of the due diligence process, including business and legal due diligence.

        On August 6, 2015, Sonus sent GENBAND initial drafts of merger and contribution agreements to accomplish the business combination. On August 8, 2015, GENBAND sent Sonus an initial draft of a stockholders agreement reflecting the governance framework. Thereafter, representatives of WilmerHale and Latham & Watkins exchanged drafts of a registration rights agreement and a voting agreement, and negotiated the terms of those agreements. The material issues included the scope of the representations and warranties the GENBAND shareholders would make and remedies available to Sonus upon a breach, the ability of Sonus to respond to unsolicited proposals and to terminate the merger agreement to accept a superior proposal, the size of the termination fee payable by Sonus and the circumstances in which it would be payable, and whether Sonus would adopt certain provisions in its charter in lieu of being governed by DGCL Section 203.

        In light of the management structure then under consideration with Mr. Walsh as Chief Executive Officer of the combined publicly traded entity, it was determined that several Sonus directors who had not already met with Mr. Walsh would meet with him. Such meetings took place on August 19, August 27 and September 16, 2015.

        On August 18 and August 25, 2015, Mr. Dolan and the Chief Executive Officer of Company A discussed a potential transaction by telephone. No specific terms were discussed. On September 3, 2015, senior management of Sonus met with members of Company A's management at Company A's headquarters. No confidentiality agreement was executed, no specific terms were discussed and no consensus to continue discussions was reached.

        On August 21, 2015, the GENBAND and GB boards held a telephonic meeting in which its financial and legal advisors participated. Representatives of Guggenheim Securities discussed with the GENBAND and GB boards the financial metrics of each of GENBAND and Sonus and the potential synergy forecast for the proposed business combination. The GENBAND and GB boards also discussed the current state of the proposed merger agreement and related transaction agreements, open issues relating thereto and the status of due diligence.

        On September 8, 2015, the Sonus board held a telephonic meeting. The Sonus board discussed the status of due diligence efforts and negotiations on the documentation related to the proposed business combination with GENBAND, and the Sonus directors who recently met with Mr. Walsh reported on their meetings with him.

        The Sonus board met on September 16, 2015, with representatives of Evercore and WilmerHale in attendance. The Sonus board discussed the current status of negotiations and the remaining open issues in the various proposed agreements with GENBAND, as well as the status of the due diligence efforts. Sonus directors who met with Mr. Walsh for the first time earlier that day reported on their meeting with him. Representatives of Evercore noted that only one party contacted following the July 20, 2015 board meeting, Company A, had expressed any interest in exploring a transaction and no confidentiality agreements had been requested or executed. Management reported that based on its interactions with Company A, including most recently at the meeting with Company A two weeks earlier following which

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no further discussions or information had been requested, further interest by Company A did not appear likely based on Company A's lack of interest to date. Representatives of Evercore reviewed the current forecasts for Sonus and GENBAND, including the associated risks of achieving these forecasts, compared current forecasts to prior forecasts, and reviewed updated synergy estimates, valuation analyses of Sonus and GENBAND on a standalone basis, the relative values of each and the expected contributions of each to a combined entity. The Sonus board authorized continued discussions with GENBAND and continued due diligence.

        Between September 17, 2015 and November 13, 2015, Messrs. Dolan, Greenquist, Walsh and Raiford and senior management at Sonus and GENBAND, as well as representatives of Evercore, Guggenheim Securities and OEP, held several meetings and telephone conferences in which the financial results and forecasts of Sonus and GENBAND, including the risks of achieving these forecasts, as well as expected synergies and other potential benefits of a business combination, were discussed.

        On November 12, 2015, the Sonus board held a telephonic meeting in which Mr. Dolan reported to the Sonus board on Sonus' discussions with GENBAND since the prior Sonus board meeting. At that meeting, Mr. Dolan recommended that the Sonus board terminate discussions related to a business combination with GENBAND because the parties were unable to agree on relative valuations that would support a 50/50 equity split between the GENBAND shareholders and Sonus stockholders in light of risks facing each company at that time, including market risks associated with the then current customer demand for certain of the types of network communications products that each company sold and product and market development risks associated with new growth strategies that had been identified by each company. The Board accepted Mr. Dolan's recommendation and instructed Sonus management to terminate discussions with GENBAND relating to a possible business combination.

        On November 13, 2015, Messrs. Dolan and Walsh spoke by telephone and Mr. Dolan stated that Sonus had determined to terminate discussions relating to a business combination, which determination was confirmed by Sonus in writing on November 16, 2015.

        On March 7, 2016, Mr. Greenquist and Mr. Raiford met in New York to discuss recent financial and business results and to assess whether the companies should consider resuming discussions regarding a potential business combination in light of the passage of time and the possibility that the uncertainty caused by the risks facing each company in November 2015 had diminished. No substantive terms were discussed and following such meeting both parties determined that any further discussions should take place only after each party had better visibility into revenue for the second half of 2016.

        On September 6, 2016, Messrs. Walsh, Raiford, Dolan and Greenquist and other senior management of Sonus and GENBAND met in New York to discuss the financial results and prospects for each company, and on the following day, Mr. Dolan met with representatives of OEP, including Mr. Koven, to discuss the possibility of again exploring a business combination. No substantive terms were discussed.

        At a telephonic meeting held on September 14, 2016, the Sonus board approved resuming initial discussions with GENBAND concerning a possible business combination. The Sonus board determined to resume discussions with GENBAND regarding a potential business combination in light of the Sonus board's belief that remaining a stand-alone public company would present significant risks to Sonus and its stockholders, particularly in light of the challenging carrier spending environment, declining valuation multiples among both communications equipment and next generation networking peers and Sonus' lack of scale.

        On October 5, 2016, Messrs. Dolan and Lynch met in New York with GENBAND's lead independent director, Mr. Levy, and Mr. Koven, who continued throughout the negotiations between GENBAND and Sonus to be a principal representative of OEP, to discuss governance and

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management structure, and agreed to continue discussions in December 2016 after Sonus' regularly scheduled December board meeting so Sonus could focus on the integration of a recently acquired business.

        The Sonus board held a meeting on December 9, 2016, which representatives of Evercore and WilmerHale attended. Representatives of Evercore reviewed Sonus' recent financial results and stock price trading history, current projections in comparison to prior projections both for Sonus and for capital expenditure in the network communications market, preliminary valuation analyses for Sonus and strategic alternatives, including standalone operation, potential acquisitions, a business combination with GENBAND or other market participants or a sale of Sonus. The Sonus board discussed the various alternatives and concluded that Sonus should seek significant growth in an effort to improve profitability and be viewed more favorably by customers and that a business combination with GENBAND, particularly in light of each party's continued progress in implementing its growth strategies since the parties terminated discussions in November 2015, likely presented the best alternative for doing so. The Sonus board authorized continued discussions with GENBAND regarding a business combination.

        On December 20, 2016, Sonus and GENBAND entered into a new mutual confidentiality agreement, including a standstill provision. In late 2016, GENBAND began discussions with a strategic third party regarding a potential combination transaction. GENBAND and this third party signed a non-disclosure agreement, shared initial diligence and entered into a preliminary term sheet. After some exchange of preliminary due diligence information, these discussions failed to progress. GENBAND and the strategic third party terminated negotiations in February 2017.

        On January 5 and 6, 2017, Messrs. Dolan, Walsh and Raiford and other senior management of Sonus and GENBAND along with representatives of Evercore and OEP met in New York to explore a potential business combination. The participants discussed financial results and forecasts and due diligence items.

        On January 12, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. Representatives of Evercore reviewed preliminary financial analyses of Sonus and GENBAND on a standalone and combined basis, as well as a preliminary contribution analysis and preliminary synergy assumptions that were subject to due diligence and validation. Representatives of WilmerHale reviewed the fiduciary duties of the Sonus directors. The Sonus board discussed potential strategic and financial benefits of a business combination with GENBAND, including that the increased scale and diversification resulting from the proposed transaction would give the combined company greater flexibility to pursue acquisitions and other strategic transactions. Thereafter, the Sonus board authorized Mr. Lynch to negotiate with representatives of OEP regarding governance provisions applicable to OEP as a significant stockholder similar to those previously under negotiation in the prior discussions, and authorized management to evaluate potential synergies based on current operations and with assistance from Evercore negotiate relative valuations of Sonus and GENBAND.

        On January 23, 2017, members of management from Sonus, including Mr. Dolan, and GENBAND, including Mr. Walsh, and representatives of OEP met to review GENBAND's technologies. A similar meeting with Mr. Lynch and another Sonus director in attendance was held the next day.

        On January 25, 2017, representatives of Evercore and OEP discussed valuation of the proposed combined company. Representatives of Evercore presented information supporting their position that Sonus' stockholders should receive 60% of the combined entity.

        On February 2 and 3, 2017, Mr. Dolan, Mr. Walsh and representatives of Evercore and OEP had meetings and calls to discuss relative valuations, in which representatives of OEP presented information supporting their position that GENBAND shareholders should receive 60% of the combined entity.

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        On February 6, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. Management and representatives of Evercore reported on discussions relating to relative valuations. Representatives of Evercore reviewed GENBAND's forecasts and updated synergy estimates, as well as potential valuation implications for Sonus stockholders of a combination reflecting the various equity splits proposed by each side. The Sonus board authorized continued discussions with GENBAND regarding relative valuations of GENBAND and Sonus. After this meeting, representatives of Evercore met with representatives of OEP to discuss relative valuations.

        On February 8, 2017, representatives of OEP proposed two alternatives for relative valuations of Sonus and GENBAND. One was an equal split of equity but with the combined entity issuing a note for $50 million to GENBAND shareholders and assuming, as part of GENBAND's outstanding liabilities, approximately $10 million in transaction expenses, in addition to accrued management fees payable by GENBAND to OEP, to be paid upon closing. The other was a post-combination equity split of 48% for Sonus stockholders and 52% for GENBAND shareholders, with the same assumption of GENBAND liabilities but without Sonus issuing a note.

        On February 9, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. Representatives of Evercore reviewed the recent proposals from OEP and the prospective financial impacts of those proposals to Sonus stockholders, as well as a preliminary valuation of Sonus on a standalone basis. The Sonus directors discussed potential governance and management structures for a combined entity and whether Evercore should be asked to again contact other potentially interested parties to examine possible alternatives to a business combination with GENBAND. The Sonus board authorized continued discussions with GENBAND but deferred making any decision about contacting third parties at that time.

        On February 13, 2017, representatives of WilmerHale began negotiations with representatives of Latham & Watkins over governance provisions, including the size of the board, the selection of initial nominees, the number of director designees thereafter accorded to OEP and the composition of board committees, as well as over issues on the merger and related agreements that remained open when prior negotiations had terminated in November 2015. Negotiations continued through May 22, 2017.

        On February 15, 2017, Messrs. Dolan and Lynch, representatives of Evercore and representatives of OEP met in New York and discussed relative valuations and the management structure for a combined entity. Representatives of Evercore proposed a transaction in which Sonus stockholders and GENBAND shareholders would each receive 50% of the equity of a combined entity, without the note or liability assumption reflected in OEP's prior proposal.

        On February 16, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore, WilmerHale and Richards, Layton & Finger, P.A., Delaware counsel to Sonus (which we refer to as Richards, Layton & Finger), participated. The Sonus board discussed the status of negotiations with GENBAND. Representatives of Richards, Layton & Finger outlined the fiduciary duties of the Sonus directors in connection with the consideration of the proposed business combination with GENBAND. Management and representatives of Evercore reviewed the results of the outreach efforts in July and August 2015, the likelihood that those or other parties might have an interest in exploring an acquisition of or business combination with Sonus at this time, and potential competitive risks associated with contacting third parties to explore an acquisition of or business combination with Sonus. The Sonus board determined that, in light of the likely value presented by an acquisition or other business combination at that time, especially given the then current price of Sonus common stock, the lack of response from prior attempts to solicit interest and the market for network communication products in general, a business combination with GENBAND was viewed as the best reasonably available means to maximize value to Sonus stockholders, negotiations with GENBAND should continue and no outreach should be made to other parties.

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        On February 23, 2017, representatives of OEP proposed a 50/50 equity split of the combined entity among Sonus stockholders and GENBAND shareholders, with the combined entity issuing a note for $25 million to the GENBAND shareholders, or a 48% interest to Sonus stockholders and a 52% interest to GENBAND shareholders with no note. This proposal also permitted Sonus to terminate the merger agreement to accept a superior proposal without having to first hold a stockholder vote to consider approval of the merger agreement but provided OEP the right to make market purchases of the combined entity's common stock, up to a 60% aggregate interest.

        Between February 26, 2017 and April 19, 2017, Mr. Lynch had discussions with representatives of OEP about the governance provisions and management structure of a combined entity. The material governance issues discussed included the size of the combined company's board, the selection of initial director nominees, the number of director designees thereafter accorded to OEP, the composition of board committees and who would serve as the initial chairman and the initial chief executive officer of the combined company.

        On February 28, 2017, Messrs. Dolan and Walsh met at an industry conference and continued their discussions regarding a potential business combination of Sonus and GENBAND, including potential management structures.

        On March 2, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. The Sonus directors discussed the current negotiations as to relative valuations and management structure of the combined entity and authorized continued discussions with GENBAND.

        On March 9, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. Mr. Lynch reported on his negotiations regarding the proposed governance provisions and management structure of the combined entity. The Sonus directors authorized continued discussions with GENBAND.

        On April 2, 2017, Mr. Lynch and representatives of Evercore and OEP, including Mr. Koven, met and discussed relative valuations, governance and management issues. The representatives of OEP reiterated the proposal made on February 23, 2017 as to relative valuations, and proposed a board comprised of nine members, with five directors nominated by OEP, including two independent directors, and four directors nominated by Sonus, including Mr. Dolan as Chief Executive Officer of the combined entity.

        On April 6, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. The Sonus board discussed the current status of negotiations, including the most recent proposal from OEP, and authorized continued discussions with GENBAND.

        On April 17, 2017, representatives of Sonus, GENBAND, WilmerHale, Latham & Watkins, Evercore and OEP met by telephone and discussed the diligence efforts required prior to reaching definitive agreements for a business combination, including an analysis of synergies to be achieved, as well as a projected timeline to complete such diligence and finalize definitive documentation for a business combination.

        On April 19, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. Mr. Lynch reported on the status of his discussions with representatives of OEP regarding governance provisions and the management structure for the combined entity. The Sonus board authorized continued discussions related to a business combination providing for a 50/50 equity split between the Sonus stockholders and the GENBAND shareholders, plus a note of the combined entity for up to $25 million payable to the GENBAND shareholders, subject to continued due diligence of GENBAND's existing liabilities, a board comprised of nine directors, with five chosen by OEP of which two must be independent, and four chosen by Sonus including the Chair and Chief Executive Officer.

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        On April 21, 2017, representatives of WilmerHale and Latham & Watkins began exchanging drafts of the merger agreement, stockholders agreement, registration rights agreement and voting agreement and continued negotiating such agreements through May 22, 2017. The material issues negotiated were the definition of independent director, the structures of the board committees of the combined entity, the size of the termination fee payable by Sonus and the circumstances in which the fee would be payable, and the ability of OEP to acquire shares of the combined entity in the market following the business combination.

        On May 2, 2017, senior management of Sonus and GENBAND, as well as representatives of Evercore and OEP, met in New York to commence the final confirmatory due diligence process.

        On May 4, 2017, the independent directors of the GENBAND board (Messrs. Bayless, Lancaster, Levy and Rothrock) (which we refer to as the GENBAND Advisory Committee) held a telephonic meeting after being informed by members of the GENBAND board that the GENBAND Advisory Committee would be re-established, in which representatives of Baker Botts L.L.P. (which we refer as Baker Botts) participated. The meeting was convened in order to consider and approve various initial matters, including the retention of legal and financial advisors. The GENBAND Advisory Committee retained Baker Botts as independent legal counsel and resolved to again utilize the services of Guggenheim Securities in connection with their committee responsibilities. The GENBAND Advisory Committee also appointed Mr. Levy to serve as its chairman.

        On May 5, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. Members of management and Evercore reported on the status of negotiations relating to documentation regarding the transaction and governance structure, as well as the diligence and valuation activities underway. The Sonus board authorized continued negotiations with GENBAND.

        On May 10, 2017, the GENBAND and GB boards held a regularly scheduled in-person meeting in which representatives of Latham & Watkins participated. At this meeting, the GENBAND and GB boards attended to regular business matters and also discussed various aspects of the proposed transaction with Sonus, including the potential synergies between GENBAND and Sonus, Sonus' financial performance and the process and timing to get to a potential signing of the merger agreement. Representatives of Latham & Watkins reviewed with the GENBAND and GB boards the current drafts of the transaction agreements, including the merger agreement, the stockholders agreement, the voting agreement and the registration rights agreement. The GENBAND and GB boards further determined that Guggenheim Securities should be re-engaged to provide financial advisory services to GENBAND and update their financial analysis performed in 2015. The GENBAND board also determined that the GENBAND Advisory Committee should be established and authorized to make a recommendation to the GENBAND board regarding the value of the consideration to be received by GENBAND shareholders in the proposed transaction as contemplated by the GENBAND Articles of Association, and further approved and ratified the actions taken by the GENBAND Advisory Committee at its meeting on May 4, 2017.

        On May 11, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. The Sonus board discussed the open issues in the definitive agreements, as well as the size and terms of the note to be issued by the combined entity as additional consideration for the GENBAND shareholders and the existing GENBAND liabilities (including accrued management fees owed to OEP and other transaction expenses). Management then reviewed a five-year operating plan that had been circulated in advance of the meeting, including the underlying assumptions, noting that while it was not customary for Sonus to prepare such plans, Evercore required a five-year plan to complete its financial analyses. The Sonus board approved the five-year operating plan and authorized that it be provided to GENBAND and used by Evercore in its financial analyses of the business combination.

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        On May 17, 2017, the Sonus board held a telephonic meeting in which representatives of Evercore and WilmerHale participated. Senior management reviewed the current status of negotiations and remaining issues on the definitive documentation. Representatives of Evercore reviewed the structure and expected financial terms of the proposed business combination, sources and uses of funds and the pro forma capitalization of the combined entity, key governance terms, Evercore's process for evaluating the financial terms of the transaction and preliminary financial analyses of Sonus and GENBAND, and of the combined entity, in light of historical and projected financial results for each company and anticipated cost synergies developed by management. Senior management reviewed the anticipated cost synergies and the process to develop such estimates, as well as adjustments that management had made to GENBAND financial projections provided by GENBAND management, including the basis for making such adjustments. The Sonus board discussed the expected synergies as well as the proposed adjustments to the GENBAND projections and determined both to be reasonable and appropriate for Evercore to use in its financial analyses.

        On May 17 and 18, 2017, representatives of Evercore and OEP finalized the terms of the note to be issued by the combined entity to GENBAND shareholders, decreasing the face value to $22.5 million, providing for an annual interest rate of 7.5% for the first six months and 10% thereafter, as well as agreeing that the accrued management fees payable to OEP would not exceed $10 million. Representatives of Latham & Watkins and WilmerHale finalized the terms of all the transaction documents, including the form of note.

        On May 19, 2017, the GENBAND and GB boards held a telephonic meeting in which representatives of Latham & Watkins participated. At this meeting, the GENBAND and GB boards discussed the terms of the proposed transaction with Sonus, including the proposed 50/50 equity split between the parties, the use of a volume weighted average price (or VWAP) or similar mechanic for determining the market value of the merger consideration to be determined pursuant to the GENBAND Articles of Association shortly before the closing of the mergers, the note, and the payment of accrued management fees owed to OEP and transaction expenses, including the payment of the fee to Guggenheim Securities. The Latham & Watkins representatives observed that the use of a VWAP or similar mechanic is common in merger and acquisition transactions where one of the parties involved has publicly traded securities. In addition, the GENBAND and GB boards discussed the treatment of unvested Sonus equity awards, which would survive the proposed mergers.

        On May 22, 2017, the GENBAND Advisory Committee held a telephonic meeting in which representatives of Guggenheim Securities and Baker Botts participated. Representatives of Guggenheim Securities discussed the proposed provisions of the merger agreement requiring the value of the merger consideration to be determined by the GENBAND board using a VWAP of Sonus common stock shortly before closing. The Guggenheim Securities representatives noted that it would be unusual for the valuation in a transaction involving a publicly traded company such as Sonus to be determined using metrics other than the market price of the publicly traded security. The Guggenheim Securities representatives suggested that using a VWAP determined on a trading window consisting of as few days as possible prior to closing would be an appropriate time period that would be indicative of the value of the merger consideration. In particular, the GENBAND Advisory Committee and the Guggenheim Securities representatives discussed shortening the VWAP trading window in the draft merger agreement, and the advantages and disadvantages thereof. The GENBAND Advisory Committee also inquired about the fairness opinion of Guggenheim Securities to be delivered to the GENBAND board prior to the execution of the merger agreement, as well as the potential for delivery of valuation materials to the GENBAND Advisory Committee regarding the merger consideration shortly prior to closing. The members of the GENBAND Advisory Committee made inquiries of Guggenheim Securities regarding the potential benefit of investor disclosures following the public announcement of the transaction. Following the departure of the Guggenheim Securities representatives from the meeting, the GENBAND Advisory Committee discussed the advantages and disadvantages of using

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VWAP in determining the value of the merger consideration, as well as the appropriate time window thereof. The GENBAND Advisory Committee unanimously approved making a recommendation to the GENBAND board of a 5-day VWAP to determine the value of the merger consideration for purposes of the GENBAND Articles of Association, coupled with a recommendation that the GENBAND board direct management to conduct a robust investor relations campaign with respect to the transaction to highlight the financial merits of the business combination. Immediately following the meeting, Mr. Levy relayed such recommendations to the GENBAND board.

        On May 22, 2017, the GENBAND and GB boards held a telephonic meeting to consider approval of the proposed merger agreement. At this meeting:

    representatives of Latham & Watkins reviewed with the GENBAND and GB boards their fiduciary duties when considering the proposed transaction and the requirements of the GENBAND Articles of Association;

    Messrs. Walsh and Raiford and representatives of Latham & Watkins reviewed with the GENBAND and GB boards the outcome of the negotiations with Sonus and the terms and conditions of the proposed merger agreement and related transaction documents;

    the GENBAND board considered and approved the recommendation of the GENBAND Advisory Committee to utilize a 5-day VWAP to determine merger consideration and require an investor relations campaign with respect to the transaction; and

    representatives of Guggenheim Securities reviewed with the GENBAND and GB boards Guggenheim Securities' financial analysis of the merger consideration to be received by the GENBAND shareholders, GB stockholders and GB II stockholders, and rendered an oral opinion, confirmed by delivery of a written opinion dated May 23, 2017, to the GENBAND and GB boards to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, taking into account the Sonus merger, the merger consideration to be received by the GENBAND shareholders, GB stockholders and GB II stockholders was fair, from a financial point of view, to the GENBAND shareholders, GB stockholders and GB II stockholders, as a whole. See the section entitled "—Opinion of GENBAND's Financial Advisor" beginning on page 154 of this joint proxy statement/prospectus.

        The GENBAND and GB boards considered various reasons to approve the merger agreement (see the section entitled "—Reasons of GENBAND, GB and GB II for the Transactions" beginning on page 168 of this joint proxy statement/prospectus), including certain countervailing factors. After discussions with its financial and legal advisors and Messrs. Walsh and Raiford, and in light of the reasons considered, the GENBAND and GB boards (i) approved the merger agreement and the consummation of the transactions contemplated thereby, including the GENBAND merger and the GB merger, upon the terms and subject to the conditions set forth in the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the GENBAND and GB mergers, are advisable and in the best interests of, GENBAND shareholders and GB stockholders, respectively, (iii) directed that the GENBAND merger and GB merger and the merger agreement be submitted to GENBAND shareholders and GB stockholders, respectively, for approval, (iv) recommended that GENBAND shareholders and GB stockholders approve the GENBAND merger and GB merger, respectively, and the merger agreement, and (v) declared that the merger agreement is advisable.

        On May 22, 2017, the board of directors of GB II, which was comprised ent