Item 8.01 Other Events.

On February 9, 2022, M-3 Brigade Acquisition II Corp. ("MBAC"), Blue Steel Merger Sub Inc. and Syniverse Corporation ("Syniverse") mutually terminated the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 16, 2021 and the related proposed merger (the "Merger"). The parties agreed to terminate the Merger Agreement and the Merger because the rate of MBAC shareholder redemptions for the proposed transaction would have exceeded the minimum condition for closing, which occurred as a result of recent changes in market conditions ("MBAC Transaction Termination").

Twilio Inc. ("Twilio") previously agreed to subscribe for and purchase, and MBAC agreed to issue and sell to Twilio, shares of Class A common stock and, if applicable, shares of the Class C common stock for an aggregate amount of between $500.0 million and $750.0 million, depending on redemptions by MBAC's shareholders. Because of the MBAC Transaction Termination, Twilio will not purchase any shares of common stock of, or make any investment in, MBAC.

The Framework Agreement, dated as of February 26, 2021, by and between Twilio, Syniverse and Carlyle Partners V Holdings, L.P. ("Framework Agreement"), remains in full force and effect. The amendment, dated as of August 16, 2021, to the Framework Agreement terminated on February 9, 2022, as a result of the MBAC Transaction Termination. Pursuant to the terms and subject to the closing conditions set forth in the Framework Agreement, the parties thereto are pursuing the alternative transaction, whereby Twilio will make a minority investment of $500.0 million to $750.0 million in Syniverse and the parties (or their applicable subsidiaries) will enter into a wholesale agreement.

The foregoing description of the Framework Agreement (which was filed as Exhibit 10.1 to Twilio's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021) does not purport to be complete, and is qualified in its entirety by reference to the full text of the Framework Agreement, which is incorporated herein by reference.

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