Page 12 of 14 – SEC Filing
This Amendment No. 5 to Schedule 13D (this Amendment
No. 5) amends and supplements the statement on Schedule 13D jointly filed by (i) Silver Private Holdings I, LLC, a Delaware limited liability company (Silver Holdings), (ii) Silver Private
Investments, LLC, a Delaware limited liability company (Silver Parent), (iii) Siris Partners III, L.P., a Delaware limited partnership (Siris Fund III), (iv) Siris Partners III Parallel, L.P., a Delaware limited
partnership (Siris Fund III Parallel), (v) Siris Partners GP III, L.P., a Delaware limited partnership (Siris Fund III GP), (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company (Siris
Fund III GP HoldCo), (vii) Siris Capital Group III, L.P., a Delaware limited partnership (Siris Fund III Advisor), (viii) Siris Capital Group, LLC, a Delaware limited liability company (Siris Capital
Group), (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company (Siris Fund III Advisor HoldCo); and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company (Siris Advisor
HoldCo) (collectively, the Reporting Persons) with the Securities and Exchange Commission (the Commission) on May 5, 2017 (as previously amended and as may be amended from time to time, this
Schedule 13D), relating to the common stock, $0.0001 par value per share (the Common Stock), of Synchronoss Technologies, Inc. (the Company). Initially capitalized terms used in this Amendment
No. 5 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended by the addition of the following immediately prior to the penultimate paragraph thereof:
On October 4, 2017, the Company and Siris Capital Group determined to restart discussions with respect to a Potential Transaction. On
October 5, 2017, Siris Capital Group and the Company entered into an exclusivity agreement (the Exclusivity Agreement), providing for an exclusivity period that expires at 11:59 p.m. on October 11, 2017 (the Exclusivity
Period), subject to 48-hour extensions if the parties are cooperating in good faith and neither party has elected not to extend. During the Exclusivity Period, the Company has agreed to negotiate exclusively with Siris Capital Group
relating to a Potential Transaction, including the sale of Intralinks Holdings, Inc. (Intralinks). The foregoing description of the Exclusivity Agreement is qualified in its entirety by reference to the complete text of the
Exclusivity Agreement, a copy of which has been filed as Exhibit 99.4 and which is incorporated herein by reference.
During the
Exclusivity Period, the Reporting Persons plan to negotiate with the Company definitive agreements with respect to (1) the acquisition of Intralinks for a purchase price consisting of (i) up to $915 million in cash, and (ii) the return to the
Company of the Reporting Persons 5,994,667 Shares, and (2) an investment in convertible preferred equity of the Company in an amount of $185 million, which would initially be convertible into approximately 20% of the Companys Common
Stock. These potential terms are indicative and are not binding on the Company or any of the Reporting Persons. There can be no assurance as to whether either or both of these Potential Transactions (or any other Potential Transaction) will be
agreed upon, the terms of any such transaction, or the timing of definitive documentation or closing, if any, of any such transaction.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 is hereby amended by the by
the addition of the following:
The response to Item 4 of this Amendment No. 5 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
| 99.4 | Exclusivity Agreement between Siris Capital Group, LLC and Synchronoss Technologies, Inc., dated as of October 5, 2017. |
