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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Silver Private Holdings I | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Silver Private Investments | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris Partners III | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris Partners III Parallel | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris Partners GP III | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris GP HoldCo III | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris Capital Group III | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris Capital Group | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris Advisor HoldCo III | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Siris Advisor HoldCo | 0 | 5,994,667 | 0 | 5,994,667 | 5,994,667 | 12.93% |
Page 1 of 14 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SYNCHRONOSS
TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87157B103
(CUSIP Number)
Steven Spencer
Siris Capital Group, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
(212)-231-0095
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 5, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall
not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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Page 2 of 14 – SEC Filing
1 | Names of Silver Private Holdings I, LLC | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: OO |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 3 of 14 – SEC Filing
1 | Names of Silver Private Investments, LLC | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: OO |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 4 of 14 – SEC Filing
1 | Names of Siris Partners III, L.P. | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: PN |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 5 of 14 – SEC Filing
1 | Names of Siris Partners III Parallel, L.P. | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: PN |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 6 of 14 – SEC Filing
1 | Names of Siris Partners GP III, L.P. | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: PN |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 7 of 14 – SEC Filing
1 | Names of Siris GP HoldCo III, LLC | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: OO |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 8 of 14 – SEC Filing
1 | Names of Siris Capital Group III, L.P. | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: PN, IA |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 9 of 14 – SEC Filing
1 | Names of Siris Capital Group, LLC | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: OO, IA |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 10 of 14 – SEC Filing
1 | Names of Siris Advisor HoldCo III, LLC | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: OO |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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Page 11 of 14 – SEC Filing
1 | Names of Siris Advisor HoldCo, LLC | |||||
2 | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
3 | SEC use only | |||||
4 | Source of funds (see OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not | |||||
6 | Citizenship or place of Delaware | |||||
Number of | 7 | Sole voting power: 0 | ||||
8 | Shared voting power: 5,994,667 | |||||
9 | Sole dispositive power: 0 | |||||
10 | Shared dispositive power: 5,994,667 | |||||
11 | Aggregate amount beneficially owned by each reporting person: 5,994,667 | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 12.93%* | |||||
14 | Type of reporting person: OO |
* | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
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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. |
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Page 13 of 14 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 5, 2017
SILVER PRIVATE HOLDINGS I, LLC | ||||
By: | Silver Private Investments, LLC, its sole member | |||
By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | Authorized Signatory | |||
SILVER PRIVATE INVESTMENTS, LLC | ||||
By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | Authorized Signatory | |||
SIRIS PARTNERS III, L.P. | ||||
SIRIS PARTNERS III PARALLEL, L.P. | ||||
By: | Siris Partners GP III, L.P., its general partner | |||
By: | Siris GP HoldCo III, LLC, its general partner | |||
By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | Managing Member | |||
SIRIS PARTNERS GP III, L.P. | ||||
By: | Siris GP HoldCo III, LLC, its general partner | |||
By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | Managing Member | |||
SIRIS GP HOLDCO III, LLC | ||||
By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | Managing Member |
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Page 14 of 14 – SEC Filing
SIRIS CAPITAL GROUP III, L.P. | ||
By: | Siris Advisor HoldCo III, LLC, its general partner | |
By: | /s/ Peter Berger | |
Name: Peter Berger | ||
Title: Managing Member |
SIRIS CAPITAL GROUP, LLC | ||
By: | Siris Advisor HoldCo, LLC, its managing member | |
By: | /s/ Peter Berger | |
Name: Peter Berger | ||
Title: Managing Member |
SIRIS ADVISOR HOLDCO III, LLC | ||
By: | /s/ Peter Berger | |
Name: Peter Berger | ||
Title: Managing Member |
SIRIS ADVISOR HOLDCO, LLC | ||
By: | /s/ Peter Berger | |
Name: Peter Berger | ||
Title: Managing Member |