Synchronoss Technologies, Inc. (NASDAQ: SNCR), a global leader
and innovator of cloud, messaging and digital solutions, today
announced that on June 29, 2021 it closed an underwritten public
offering of 42,307,692 shares of common stock, which included
3,846,154 shares issued in connection with the underwriters’ option
to purchase additional shares, at a price to the public of $2.60
per share, for gross proceeds of approximately $110 million. The
Company also announced that on June 30, 2021 it closed an
underwritten public offering of $125 million aggregate principal
amount of 8.375% senior notes due 2026, which included $5 million
aggregate principal amount of senior notes issued in connection
with the underwriters’ option to purchase senior notes. Gross
proceeds for both offerings are exclusive of underwriting discounts
and commissions and estimated offering expenses payable by the
Company.
Synchronoss and the senior notes both received a rating of BB-
from Egan-Jones Ratings Company, an independent, unaffiliated
rating agency. The notes are expected to begin trading on the
Nasdaq Global Select Market under the symbol “SNCRL” as early as
July 1, 2021.
In addition to the public offerings, on June 30, 2021 the
Company closed a private placement of 75,000 shares of its Series B
Perpetual Non-Convertible Preferred Stock to B. Riley Principal
Investments, LLC for an aggregate purchase price of $75
million.
The two public offerings and the private placement resulted in
net proceeds of approximately $300 million after deducting
underwriting discounts and commissions, but before expenses. On
June 30, 2021, the Company used the net proceeds in part to fully
redeem all outstanding shares of its Series A Convertible
Participating Perpetual Preferred Stock owned by an affiliate of
Siris Capital Group and to repay amounts outstanding under the
Company’s revolving credit facility.
“Synchronoss has emerged from this comprehensive refinancing
process with a solid financial foundation that will support our
mission to empower our customers to connect with their subscribers
in trusted and meaningful ways,” said Jeff Miller, President and
CEO of Synchronoss. “Today we have a sustainable financial
environment that gives us the operating flexibility required to
invest in delivering and enhancing great cloud, messaging and
digital experiences for our customers; to enable long-term growth;
and to deliver higher stockholder value to those who invest in the
company.”
The refinancing has also led to the departure of Synchronoss
Board of Directors members Frank Baker, Peter Berger and Robert
Aquilina, each of whom is associated with Siris Capital Group. “On
behalf of the entire Board and management, I would like to thank
Frank, Peter and Bob for their contributions to Synchronoss over
the last three years and for their generosity as advisors to me
personally,” said Miller.
In conjunction with this new capitalization, B. Riley Financial,
Inc., including certain of its affiliates, serve as Synchronoss’
anchor investor. Synchronoss has granted B. Riley representation on
its Board.
Bryant Riley, Chairman and Co-CEO of B. Riley Financial, Inc.,
commented: “We are pleased to serve as a strategic partner and
financial sponsor to Synchronoss on this capitalization and are
committed to leveraging the full operational and financial
capabilities of our platform to support Synchronoss in its strategy
to deliver value. We look forward to continuing to work closely
with Jeff and the entire management team as Synchronoss enters this
exciting new phase for its business.”
B. Riley Securities, Inc., acted as the lead underwriter and
sole book-running manager for the common stock offering. Northland
Capital Markets acted as co-manager for the common stock
offering.
B. Riley Securities, Inc. acted as the sole book-running manager
for the senior notes offering. Northland Capital Markets, Aegis
Capital Corp. and EF Hutton, a division of Benchmark Investments,
LLC acted as lead managers for the senior notes offering.
The common stock and senior notes were offered under the
Company’s shelf registration statement on Form S-3, which was
declared effective by the Securities and Exchange Commission
(“SEC”) on August 28, 2020. The offerings were made only by means
of a prospectus supplement and accompanying base prospectus. Copies
of the prospectus supplement and the accompanying base prospectus
for the offering may be obtained on the SEC’s website at
www.sec.gov, or by contacting B. Riley Securities by telephone at
(703) 312-9580, or by email at prospectuses@brileyfin.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
sale or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such state or
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. Hundreds of millions of
subscribers trust Synchronoss products to stay in sync with the
people, services and content they love. That’s why more than 1,500
talented Synchronoss employees worldwide strive each day to
reimagine a world in sync. Learn more
at www.synchronoss.com
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.
Contacts
MediaAnais Merlin, CCgroup (International)Diane
Rose, CCgroup (North America)synchronoss@ccgrouppr.com
InvestorsTodd Kehrli/Joo-Hun Kim, MKR Investor
Relations, Inc.investor@synchronoss.com
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