Synchronoss Technologies, Inc. Announces Pricing of $125 Million Public Offering of Senior Notes
June 25 2021 - 6:30PM
Synchronoss Technologies, Inc. (SNCR) (the “Company” or
“Synchronoss”), a global leader and innovator in cloud, messaging
and digital products and platforms, today announced the pricing of
an underwritten public offering of $125 million aggregate principal
amount of 8.375% senior notes due 2026, including the exercise in
full by the underwriters of the underwriters’ option to purchase an
additional $5 million aggregate principal amount of senior notes.
The offering is expected to close on or about June 30, 2021,
subject to satisfaction of customary closing conditions.
Synchronoss and the senior notes both received a rating of BB-
from Egan-Jones Ratings Company, an independent, unaffiliated
rating agency. The Company has applied to list the senior notes on
the Nasdaq Global Select Market under the symbol “SNCRL” and
expects the notes to begin trading within 30 business days of the
closing date of the offering, if approved.
All of the senior notes in the offering are being sold by
Synchronoss. Synchronoss anticipates using the net proceeds from
the offering, and from the offering of common stock and sale of
Series B Preferred Stock (each as described below), 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 sole
book-running manager for the offering. Northland Capital Markets,
Aegis Capital Corp. and EF Hutton, division of Benchmark
Investments, LLC are acting as lead managers for the offering.
Concurrently with the offering, the Company is offering, by
means of a separate prospectus supplement, $100 million of shares
of its common stock. 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 senior notes 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 is filed with the SEC and is 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. Copies of the final prospectus supplement (when available) and
accompanying prospectus 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
closing of 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 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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