Item 1.01 Entry into a Material Definitive Agreement.
The description of the Indenture below under Item 2.03 is incorporated by
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On August 12, 2014, Synchronoss Technologies, Inc. (the "Company") completed the
offering (the "Offering") of $230,000,000 aggregate principal amount of its
0.75% Convertible Senior Notes due 2019 (the "Notes"), including $30,000,000
aggregate principal amount of Notes purchased by the underwriters of the
Offering, pursuant to their exercise in full of the over-allotment option
granted to them by the Company.
The Notes were issued pursuant to an Indenture, dated as of August 12, 2014 (the
"Indenture"), between the Company and The Bank of New York Mellon, as trustee.
The Indenture includes customary terms and covenants, including certain events
of default after which the Notes may be due and payable immediately.
The Notes are the Company's unsecured senior obligations and will bear interest
at a rate of 0.75% per year, payable semi-annually in arrears on August 15 and
February 15 of each year, beginning on February 15, 2015. The Notes will mature
on August 15, 2019, unless earlier repurchased or converted. The Notes are
convertible into shares of the Company's Common Stock ("Common Stock"), at an
initial conversion rate of 18.8072 shares of Common Stock per $1,000 principal
amount of Notes, which is equal to an initial conversion price of approximately
$53.17 per share of Common Stock. Holders of the Notes who convert their Notes
in connection with a Make-Whole Fundamental Change (as defined in the Indenture)
will, under certain circumstances, be entitled to an increase in the conversion
rate. Additionally, in the event of a Fundamental Change (as defined in the
Indenture), holders of the Notes may require the Company to purchase all or a
portion of their Notes at a price equal to 100% of the principal amount of
Notes, plus any accrued and unpaid interest up to, but excluding, the purchase
Holders of the Notes may convert their Notes prior to the close of business on
the second scheduled trading day immediately preceding August 15, 2019, subject
to and upon compliance with the terms of the Indenture. The conversion rate will
be subject to adjustment in some events but will not be adjusted for accrued
interest. Upon conversion, the Company will satisfy its conversion obligation by
delivering shares of the Common Stock up to the aggregate principal amount of
the Notes so converted and cash in lieu of fractional shares of Common Stock, if
A form of the Indenture is attached as Exhibit 4.8 to the Company's Registration
Statement on Form S-3 (No. 333-197871) filed with the Securities and Exchange
Commission (the "SEC") on August 5, 2014 (the "Registration Statement") and is
incorporated herein by reference. The summary descriptions of the Indenture
contained in this Form 8-K is qualified in its entirety by reference to the
Item 8.01 Other Events
On August 12, 2014
, the Company issued a press release announcing the closing of
its offer and sale of the Notes. A copy of the press release is attached as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release of Synchronoss Technologies, Inc. dated August 12, 2014.