Item 1.01. Entry into a Material Definitive Agreement.
On February 26, 2021, Twilio Inc. ("Twilio") entered into a Framework Agreement
(the "Framework Agreement") with Syniverse Corporation ("Syniverse") and Carlyle
Partners V Holdings, L.P. ("Carlyle"), pursuant to which Syniverse will issue to
Twilio shares of Syniverse common stock in consideration for an investment (the
"Investment") by Twilio of up to $750,000,000 (the "Investment Amount"). In
connection with the closing of the Investment (the "Closing"), Twilio and
Syniverse will enter into a wholesale agreement, pursuant to which Syniverse
will process, route and deliver application-to-person (A2P) messages originating
and/or terminating between Twilio customers and mobile network operators. The
Closing is subject to, and will occur substantially concurrently with, the
consummation of additional Syniverse equity and debt financing and refinancing
transactions (the "Additional Financing Transactions"), which, in the case of
equity financing, may be in the form of a public market transaction or,
alternatively, a privately negotiated third party preferred equity investment.
The proceeds of the Additional Financing Transactions, together with the
Investment Amount, are expected to be used primarily to repay amounts
outstanding under Syniverse's existing credit facilities and to pay transaction
fees and expenses. The Investment is expected to result in Twilio holding a
significant minority equity ownership position in Syniverse, subject to
adjustment based on the final terms of the equity financing components of the
Additional Financing Transactions. The Framework Agreement contains customary
representations, warranties and covenants by Twilio, Syniverse and Carlyle. The
Closing is subject to other customary closing conditions, including regulatory
approvals, and is expected to occur before the end of 2021.
The foregoing summary of the Framework Agreement and the transactions
contemplated thereby do not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Framework Agreement, which
will be filed as an exhibit to Twilio's Quarterly Report on Form 10-Q for the
quarter ending March 31, 2021.
Item 7.01. Regulation FD Disclosure.
On March 1, 2021, Syniverse and Twilio issued a joint press release announcing
the entry into the Framework Agreement. A copy of the press release is hereby
furnished pursuant to Item 7.01 as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
The information under this Item 7.01, along with Exhibit 99.1 attached hereto,
are being furnished and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The furnishing of
Exhibit 99.1 attached hereto is not intended to constitute a determination by
Twilio that the information is material or that the dissemination of the
information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
Exhibit
No. Description
99.1 Press release dated March 1, 2021
104 Cover Page Interactive Data File (cover page XBRL tags are embedded
within the Inline XBRL document)
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Forward-Looking Statements.
This Current Report on Form 8-K may be deemed to contain forward-looking
statements, which are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, including the expected completion of
the transactions contemplated by the Framework Agreement and the Additional
Financing Transactions, and the time frame in which these may occur, the use of
proceeds and resulting ownership structure and related matters. Statements
regarding future events are based on the Twilio's current expectations and are
necessarily subject to associated risks related to, among other things,
regulatory approvals of the potential transaction or that other conditions to
the closing of the potential transaction may not be satisfied, negative effects
relating to the announcement of the potential transaction or any further
announcements relating to the potential transaction or the consummation of the
potential transaction on the market price of Twilio's shares and/or the business
relationships of the parties with third parties, failure to secure third party
financing arrangements on viable terms, the occurrence of any event, change or
other circumstances that could give rise to the termination of the Framework
Agreement, and general economic conditions. Therefore, actual results may differ
materially and adversely from those expressed in any forward-looking statements.
For information regarding other related risks, see the "Risk Factors" section of
Twilio's most recent annual report on Form 10-K and quarterly reports on
Form 10-Q. The forward-looking statements included herein are made only as of
the date hereof, and Twilio undertakes no obligation to revise or update any
forward-looking statements for any reason.
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