Syniverse Technologies LLC entered into a definitive merger agreement to acquire M3-Brigade Acquisition II Corp. (NYSE:MBAC) from M3-Brigade Sponsor II LP and others for approximately $690 million in a reverse merger transaction on August 16, 2021. The transaction implies an initial enterprise value for Syniverse of $2.85 billion, or an enterprise value-to-adjusted 2022E EBITDA multiple of approximately 12.1x, and will provide Syniverse with up to $1.165 billion in cash through a combination of equity and equity-linked capital. Existing Syniverse shareholders will roll 100% of their equity in the transaction and are expected to own approximately 40% of the combined company at closing. Transaction to be funded by up to $400 million cash in trust, a $265 million private placement and up to $750 million investment from Twilio. Upon closing of the transaction, the publicly traded company will be named Syniverse Technologies Corporation M3-Brigade Acquisition II Corp intends to apply to continue the listing of our publicly traded Class A Stock and public warrants on NYSE under the symbols “SYNV” and “SYNV.WS,” respectively.

Upon consummation of the business combination, it is anticipated that the Board of the post-combination company will comprise 12 directors, with each director serving on the Board for a term ending on the date of the next annual stockholder meeting or until their respective successor is duly elected and qualified. All of the executive officers of Syniverse will remain with the post-combination company. In addition, James Attwood, Kevin Beebe, Orisa Cherenfant, Andrew Davies, Tony Holcombe, Greg Kleiner, Dan Mead, Mohsin Meghji, Lauren Nemeth, Matthew Perkal and Raymond Ranelli have each been nominated to serve as directors of the post-combination company upon completion of the merger. The transaction is subject to approval by MBAC stockholders, the expiration of the HSR Act waiting period and receipt of all other applicable regulatory approvals, Syniverse shall have executed and delivered to MBAC each of the Ancillary Agreements to which the Company or its applicable Affiliates, as applicable, will be a party, all of the directors of MBAC hall have resigned or otherwise been removed effective as of or prior to the Effective Time, the approval for listing on the New York Stock Exchange of the MBAC Class A Common Stock to be issued in the Merger, Twilio Investment and Private Placement (as defined below); MBAC having at least $5,000,001 of net tangible assets following the payment of amounts owed on account of the exercise redemption rights by the holders of MBAC Common Stock in accordance with MBAC's organizational documents; the availability of at least an aggregate of $375,000,000 in cash at the Closing to MBAC, including funds from MBAC's trust account and proceeds from the Private Placement and other customary closing conditions. Following the closing of the merger, Syniverse will continue to be led by Chief Executive Officer Andrew Davies and its world class leadership team. The Boards of Directors of both MBAC and Syniverse have unanimously approved the proposed transaction. The waiting period under the HSR Act expired on September 29, 2021. Board of M3 recommends the shareholders to vote in favor of the transaction. The transaction is expected to close before the end of 2021. As of September 27, 2021. the closing is expected to occur in the fourth quarter of 2021. As of December 14, 2021, To raise additional proceeds to fund the Business Combination, the Company has entered into a subscription agreement (the “Twilio Subscription Agreement”) with Twilio Inc., a Delaware corporation (“Twilio”), pursuant to which, among other things, Twilio will, at the Closing, purchase Class A Stock and, if applicable, shares of Class C common stock, par value $0.0001 per share, of the Company (“Class C Stock”), for an aggregate purchase price of up to $750 million. Under the Twilio Subscription Agreement, the size of Twilio's investment will be reduced below $750 million only to the extent the total transaction proceeds in our Trust Account (net of redemptions) and the PIPE Investment exceed $375 million, with such reduction equal to the amount of such excess, subject to a minimum investment by Twilio of $500 million (the aggregate amount paid by Twilio reflecting such adjustment, if applicable, the “Twilio Investment”). The number of shares of Class A Stock, and if applicable, shares of Class C Stock, to be received by Twilio in connection with the Twilio Investment will be equal to (x) the number of shares of Class A Stock constituting the Aggregate Merger Consideration multiplied.by (y) the Investment Percentage. “Investment Percentage” is defined in Twilio's pre-existing framework agreement with Syniverse, dated as of February 26, 2021. As of January 3, 2021, the record date for the Special Meeting is January 6, 2022. As of January 10, 2022, the record date for the Special Meeting is February 9, 2022. As of January 7, 2022, the transaction is expected to occur in the first quarter of 2022. As of January 18, 2022, Syniverse expects 2022 revenue in the range of $840 million to $875 million, a 10% increase at the midpoint from its prior target of $780 million. The company also raised its adjusted EBITDA forecast for 2022 to a range of $235 million to $245 million, a 2% increase at the midpoint from its prior target of $236 million. As of Feb 3, 2022, Our Sponsor paid an aggregate of $11,250,000 for its 7,500,000 Private Placement Warrants (i.e., $1.50 per Private Placement Warrant) to purchase shares of Class A Stock and such Private Placement Warrants will expire worthless if a business combination is not consummated by March 8, 2023.

Moelis & Company LLC served as financial advisor and joint placement agent to Syniverse and Carlyle. Syniverse obtained committed debt financing from Barclays, Bank of America, Goldman Sachs, Credit Suisse, Mizuho and Deutsche Bank. Jonathan Levitsky and Christopher Anthony, William Chua, Philipp von Holst and Molly Stockley, Jeffrey Ross, counsel Katarina Molnarova, Jonathan Lewis, Peter Furci, Morgan Hayes and Matthew Kaplan, counsel Joshua Samit, Henry Lebowitz, Timothy McIver and Michael Schaper and Kyra Bromley of Debevoise & Plimpton LLP served as legal counsel for Syniverse and Carlyle. JP Morgan Securities LLC served as financial advisor to MBAC and is serving as lead placement agent in the transaction. Cantor Fitzgerald & Co. acted as a capital markets advisor for MBAC. John L. Robinson of Wachtell, Lipton, Rosen & Katz served as legal counsel for MBAC. Art Robinson, Tony Rim, Nicole Fu, Ben Pittenger and Kate Mirino of Simpson Thacher represented J.P. Morgan Securities LLC and Moelis & Company LLC as placement agents in connection with a committed PIPE financing of $265 million of common stock and convertible preferred stock. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Continental Stock Transfer & Trust Company. Innisfree M&A Inc. acted as proxy solicitor to M3-Brigade for a fee of up to $40,000, plus disbursements. Ernst & Young LLP provided auditor's report on financials of Syniverse while Marcum LLP provided auditor's report on financials of M3.