Synchronoss Announces Closing of Convertible Preferred Stock Investment
February 15 2018 - 4:30PM
Business Wire
Siris Capital Group invests in Synchronoss
Synchronoss Technologies, Inc. (NASDAQ:SNCR) (“Synchronoss” or
the “Company”), a global leader and innovator in cloud, messaging
and digital products, today announced that it has closed the
previously announced sale of $185 million in a newly created series
of preferred stock to affiliates of Siris Capital Group, LLC
(“Siris”).
Under the terms of the agreement, Silver Private Holdings I, LLC
(“Silver”), an affiliate of Siris, will receive 185,000 shares of
Series A Convertible Participating Perpetual Preferred Stock of the
Company in exchange for $97.7 million in cash and the transfer to
Synchronoss of 5,994,667 shares of common stock (approximately
12.6% of the Company’s outstanding stock), representing all the
shares of common stock held by Silver.
“We are excited to close on the investment from Siris and view
this as another positive step forward for Synchronoss,” said Glenn
Lurie, President and Chief Executive Officer of Synchronoss. “The
additional capital from this transaction further strengthens the
Company’s balance sheet and financial flexibility as we execute
against our product and growth strategies. Synchronoss is
delivering those next-generation cloud, messaging and digital
products that companies in the technology-media-telecom (TMT)
sector rely on in order to differentiate and successfully compete
in the world of burgeoning data usage growth in IoT and overall
customer experience. We remain optimistic about the future given
our world class customer base, long-term customer relationships,
and strong financial profile.”
Frank Baker, a Co-Founder and Managing Partner of Siris added,
“We believe that Synchronoss represents an attractive opportunity
to build meaningful shareholder value. I look forward to joining
the company’s board of directors to collaborate with the management
team and partner together to help the company realize its
significant potential.” Baker added, “The on-going digital
transformation in the TMT sector requires partners with experience
in delivering seamless, self-service solutions at scale to their
many end-users and enterprise customers. Synchronoss has a
long-term track record of delivering solutions which engage and
delight users throughout the constantly changing customer
journey.”
As part of Siris’ investment in Synchronoss, the firm has the
right to appoint two members of the Company’s board of directors,
among other governance rights. Frank Baker and Peter Berger, each a
Co-Founder and Managing Partner of Siris, have joined the board of
directors of Synchronoss.
Each share of Series A Convertible Participating Perpetual
Preferred Stock converts into 55.5556 shares of common stock at a
conversion price of approximately $18.00 per share and carries an
annual dividend rate of 14.5%.
The Company continues to maintain a strong cash balance, and as
of December 31, 2017, had approximately $249 million in cash, cash
equivalents, restricted cash and marketable securities, not
including the net proceeds received in connection with the above
transaction.
About Synchronoss
Synchronoss transforms the way companies create new revenue,
reduce costs and delight their subscribers with cloud, messaging
and digital products supporting hundreds of millions of subscribers
across the globe. Synchronoss’ secure, scalable and groundbreaking
new technologies, trusted partnerships and talented people change
the way TMT customers grow their business. For more information
visit us at: www.synchronoss.com.
Forward-looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include, but are not
limited to, plans, objectives, expectations and intentions and
other statements contained in this press release that are not
historical facts and statements identified by words such as
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “outlook” or words of similar meanings. These
statements are based on the Company’s current expectations and
beliefs and various assumptions. There can be no assurance that the
Company will realize these expectations or that these beliefs will
prove correct. Numerous factors, many of which are beyond the
Company’s control, could cause actual results to differ materially
from those expressed as forward-looking statements. These factors
include, but are not limited to, risks associated with the effect
of Siris’s investment on the Company’s business relationships,
operating results, and business generally; risks that Siris’s
investment disrupts current plans and operations of the Company;
risks related to diverting management’s attention from the
Company’s ongoing business operations; risks related to the outcome
of any legal proceedings that may be instituted against the
Company, its officers or directors related to the Siris investment
or otherwise; risks associated with the Company’s ongoing
accounting review; fluctuations in the Company’s financial and
operating results; uncertainty regarding increased business and
renewals from existing customers; disruptions to the implementation
of the Company’s strategic priorities and business plan caused by
changes in the Company’s senior management team; customer renewal
rates and attrition; customer concentration; the Company’s ability
to maintain the security and integrity of its systems; foreign
currency exchange rates; the financial and other impact of previous
and future acquisitions; competition in the enterprise and mobile
solutions markets; the Company’s ability to retain and motivate
employees; technological developments; litigation and disputes and
the costs related thereto; unanticipated changes in the Company’s
effective tax rate; uncertainties surrounding domestic and global
economic conditions; and other factors that are described in the
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of the
Company’s Annual Report on Form 10-K for the year ended December
31, 2016, which is on file with the SEC and available on the SEC’s
website at www.sec.gov. Additional factors may be described in
those sections of the Company’s Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2017 and June 30, 2017 and September
30, 2017, to be filed with the SEC as soon as practicable. The
Company does not undertake any obligation to update any
forward-looking statements contained in this press release as a
result of new information, future events or otherwise.
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Synchronoss Technologies, Inc.Seth Potter, +1
646-277-1230investor@synchronoss.com