Carlyle-Backed Syniverse Set to Merge With M3-Brigade SPAC

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Syniverse Technologies LLC, a technology company that has been owned by Carlyle Group Inc. since 2011, has agreed to go public through a merger with M3-Brigade Acquisition II Corp., the companies said Monday.

A transaction is set to value the combined entity at $2.85 billion including debt, and will bolster Tampa, Florida-based Syniverse’s balance sheet with roughly $1.165 billion in cash proceeds, $265 million of which comes via a private investment in public equity. The PIPE, whose investors include Oak Hill Advisors and Brigade Capital Management, is comprised of $69.2 million in common stock at $10 a share, and $195.8 million in 7.5% dividend convertible preferred stock with a conversion price of $11.50 a share.

The mobile communications and cloud technology company will also receive an investment from Twilio Inc., which in March agreed to inject at least $500 million into the company, a figure that may be expanded by another $250 million.

“We are at a pivotal time in our growth and this transaction provides us with new equity capital to accelerate investment in innovation, product quality, and breadth that will allow us and our investors to benefit from enterprises’ and carriers’ success in making mobile better for their customers,” Syniverse Chief Executive Officer Andrew Davies said in an emailed statement.

“Syniverse’s solutions are integral in the mobile-centric 5G world, and we are pleased to be an early investor in the company’s next chapter of growth,” Mo Meghji, M3-Brigade’s CEO, said in the statement. The transaction positions Syniverse to “deepen its engagement with customers in key industry verticals, more effectively monetize the 5G revolution and create long-term value for shareholders,” he added.

Carlyle will remain the company’s largest shareholder when the transaction closes. It’s expected to be renamed Syniverse Technologies Corp. and to trade on the New York Stock Exchange with the ticker SYNV.

Syniverse said it had separately received committed debt financing for a new $1 billion term loan and a $165 million revolving credit facility, which is set to replace all existing debt. It counts AT&T Inc. and Verizon Communications Inc. among its customers, according to its website.

Bloomberg News reported the deal talks were underway in June.

©2021 Bloomberg L.P.

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