Page 12 of 21 – SEC Filing
This Amendment No. 7 to Schedule 13D (this Amendment
No. 7) 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. 7 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 17, 2017, the Company announced the entry into definitive agreements for the sale of Intralinks, and the sale of a newly
created series of preferred stock of the Company to affiliates of Siris Capital Group.
Subject to the terms and conditions set forth in
the Share Purchase Agreement, dated as of October 17, 2017 (the Share Purchase Agreement), among the Company, Intralinks and Impala Private Holdings II, LLC, an affiliate of Siris Capital Group (Impala), Impala
will acquire from the Company the issued and outstanding shares of common stock of Intralinks for approximately $977 million in cash plus a potential contingent payment of up to $25 million (as more fully described below), subject to an
adjustment for cash, debt and working capital (the Intralinks Transaction).
In addition, subject to the terms and
conditions set forth in the Securities Purchase Agreement, dated as of October 17, 2017 (the PIPE Purchase Agreement), between the Company and Silver Holdings, the Company will issue and sell to Silver Holdings 185,000 shares
of preferred stock of the Company, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share, which will be designated as Series A Convertible Participating Perpetual Preferred Stock (the Series A
Preferred Stock), for an aggregate purchase price of $185 million, consisting of (i) $97.7 million in cash and (ii) the transfer from Silver Holdings to the Company of the Shares, valued for this purpose at approximately
$87.3 million in the aggregate (the Preferred Transaction). Prior to or contemporaneously with the consummation of the Preferred Transaction, the Company will (i) file a Certificate of Designation with the State of
Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations on the Series A Preferred Stock (the Series A Certificate) and (ii) enter into an Investor Rights Agreement with
Silver Holdings setting forth certain registration, governance and preemptive rights of Silver Holdings with respect to the Company.
Sale of
Intralinks
Share Purchase Agreement
Subject to the terms and conditions of the Share Purchase Agreement, at the closing of the Intralinks Transaction, Impala will acquire the
issued and outstanding shares of Intralinks for approximately $977 million in cash, subject to adjustments for changes in cash, debt and working capital. If, in the future, Impala receives net cash proceeds in excess of $440 million from
any sale of equity or assets of Intralinks, or from a dividend or distribution in respect of the shares of Intralinks, then Impala shall be required to pay the Company up to an additional $25 million in cash or, in some cases, publicly-traded
securities. The closing of the Intralinks Transaction is subject to certain closing conditions, including (i) the receipt of certain antitrust and foreign competition approvals, (ii) the absence of any law or court or governmental order or
injunction preventing, prohibiting or making illegal the consummation of the Intralinks Transaction, (iii) the entry into and delivery
