Synchronoss Technologies, Inc. Announces Proposed $100 Million Public Offering of Common Stock
June 24 2021 - 5:31PM
Synchronoss Technologies, Inc. (SNCR) (the “Company” or
“Synchronoss”), a global leader and innovator in cloud, messaging
and digital products and platforms, today announced that the
Company intends to offer and sell, subject to market and other
conditions, $100 million of shares of its common stock in an
underwritten public offering. Synchronoss also expects to grant the
underwriters a 30-day option to purchase up to an additional $10
million of shares of common stock sold in the offering, at the
public offering price, less the underwriting discounts and
commissions. There can be no assurance as to whether or when the
offering may be completed, or as to the actual size or terms of the
offering.
All of the shares in the offering are to be sold by Synchronoss,
with net proceeds of the offering, and from the offering of Senior
Notes and sale of Series B Preferred Stock (each as described
below), expected to be used to fully redeem all outstanding shares
of Synchronoss’ Series A Convertible Participating Perpetual
Preferred Stock and repay amounts outstanding under Synchronoss’
revolving credit facility.
B. Riley Securities, Inc. (“BRS”) is acting as the lead
underwriter and sole book-running manager for the offering.
Northland Capital Markets is acting as co-manager for the
offering.
Concurrently with the offering, the Company is offering, by
means of a separate prospectus supplement, $120 million aggregate
principal amount of senior notes due 2026 (the “Senior Notes”). In
addition, B. Riley Principal Investments, LLC (“BRPI”), an
affiliate of BRS, has entered into an agreement pursuant to which
BRPI has agreed to purchase $75.0 million of the Company’s Series B
Preferred Stock in a private transaction to be completed
concurrently with the closing of the offering.
The shares of common stock described above are being offered by
Synchronoss pursuant to a shelf registration statement on Form S-3
previously filed with the Securities and Exchange Commission (SEC)
and declared effective by the SEC on August 28, 2020. A preliminary
prospectus supplement relating to and describing the terms of the
offering will be filed with the SEC and will be available on the
SEC’s web site at www.sec.gov. The final terms of the proposed
offering will be disclosed in a final prospectus supplement to be
filed with the SEC. When available, copies of the preliminary
prospectus supplement relating to these securities may also be
obtained by sending a request to: B. Riley Securities, Inc., at
1300 North 17th Street, Suite 1300, Arlington, VA 22209 or by
calling (703) 312‐9580 or by emailing
prospectuses@brileyfin.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Synchronoss
Synchronoss Technologies (NASDAQ: SNCR) builds software that
empowers companies around the world to connect with their
subscribers in trusted and meaningful ways. The company’s
collection of products helps streamline networks, simplify
onboarding, and engage subscribers to unleash new revenue streams,
reduce costs and increase speed to market.
Safe Harbor Statement
This release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, including but not limited to statements regarding the
public offering and the anticipated use of the proceeds thereof.
These forward-looking statements are subject to a number of risks,
including the satisfaction of customary closing conditions related
to the proposed public offering and the risk factors set forth from
time to time in Synchronoss’ SEC filings, including but not limited
to the risks that are described in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections (as applicable) of Synchronoss’
Annual Report on Form 10-K for the year ended December 31, 2020 and
Quarterly Report on Form 10-Q for the period ended March 31, 2021,
which are on file with the SEC and available on the SEC’s website
at www.sec.gov. In addition to the risks described above and in
Synchronoss’ other filings with the SEC, other unknown or
unpredictable factors also could affect Synchronoss’ results. No
forward-looking statements can be guaranteed and actual results may
differ materially from such statements. The information in this
release is provided only as of the date of this release, and
Synchronoss undertakes no obligation to update any forward-looking
statements contained in this release on account of new information,
future events, or otherwise, except as required by law.
Media
Diane RoseCCgroupdiane@ccgrouppr.com
Investors
Todd Kehrli/Joo-Hun KimMKR Investor Relations,
Inc.investor@synchronoss.com
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