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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