Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on May 12, 2014, Syniverse Technologies, LLC, a
Delaware limited liability company ("Syniverse LLC") and a wholly-owned
subsidiary of Syniverse Holdings, Inc., a Delaware corporation (the "Company"),
entered into an agreement and plan of merger (the "Merger Agreement") with
Aicent Holdings Corporation, a Delaware corporation ("Aicent"), Putter Merger
Co., Inc., a wholly-owned subsidiary of Syniverse LLC ("Merger Sub") and TA
Associates Management, L.P., as Seller Representative, pursuant to which,
subject to the satisfaction or waiver of the conditions set forth in the Merger
Agreement, Merger Sub will merge with and into Aicent with Aicent surviving as a
wholly-owned subsidiary of Syniverse LLC (the "Transaction"). The information
set forth in Item 1.01 "Entry into a Material Definitive Agreement" in the
Current Report on Form 8-K filed May 14, 2014 is incorporated into this Item
2.01 by reference.
On August 4, 2014 (the "Closing Date"), Syniverse LLC acquired all of the
outstanding equity interests of Aicent from its existing stockholders in
accordance with the terms of the Merger Agreement for approximately $292
million, after preliminary adjustments, including to reflect the parties'
current estimate of working capital associated with, 2013 EBITDA of and cash
held by, Aicent as of the Closing Date. The Transaction will be subject to a
final adjustment to reflect the working capital balances as of the Closing Date.
The acquisition was funded with cash of approximately $192 million and a draw
down of Syniverse's existing revolving credit facility with Barclays Bank PLC in
the amount of approximately $100 million.
Other than with respect to the Merger Agreement and the agreements entered into
in connection therewith, there are no material relationships between the Company
and its affiliates, on the one hand, and the selling stockholders of Aicent, on
the other hand.
On August 4, 2014, Syniverse Corporation issued a press release announcing the
closing of the Transaction. A copy of the press release is filed as Exhibit 99.1
to this Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 2.01 is hereby incorporated hereunder by
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release issued by Syniverse Corporation on August 4, 2014.