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Syniverse to go public following $2.85bn MBAC SPAC merger

Andrew Davies Syniverse.jpg

Syniverse has entered into a definitive merger agreement with M3-Brigade Acquisition II Corp (MBAC), a publicly traded special purpose acquisition company.

As a result of the deal Syniverse will become a publicly traded company and gives the company an initial enterprise value of $2.85 billion, roughly 12.1x it's an enterprise value-to-adjusted 2022E EBITDA.

Following the transaction Syniverse is set to make approximately $1.165 billion in cash through a combination of equity and equity-linked capital and the new company is to be named Syniverse Technologies Corporation, listed on the New York Stock Exchange.

"We are at a pivotal time in our growth and this transaction provides us with new equity capital to accelerate investment in innovation, product quality, and breadth that will allow us and our investors to benefit from enterprises’ and carriers’ success in making mobile better for their customers," said Andrew Davies (pictured), CEO of Syniverse.

Syniverse will use up to $1.165 billion to reduce its debt, fund new value-added products and services, advance its strategy of investing in organic and inorganic growth, and increase its investment in data, machine learning and artificial intelligence technologies.

In addition, Davies and the company's existing leadership team will continue to lead the newly public company. The Carlyle Group, Syniverse’s current majority owner, will retain all of its current investment in Syniverse and become the majority shareholder in the newly public company.

“Syniverse’s solutions are integral in the mobile-centric 5G world, and we are pleased to be an early investor in the company’s next chapter of growth,” said Mohsin Meghji, chairman of the board of directors and chief executive officer of MBAC.

“With the company’s partnership with Twilio, the new capital, and enhanced balance sheet, Syniverse will be well-positioned to deepen its engagement with customers in key industry verticals, more effectively monetise the 5G revolution, and create long-term value for shareholders.

The news follows the partnership between Syniverse and Twilio that was announced in March 2021, through which Twilio agreed to make an equity investment of up to $750 million in Syniverse, with a minimum commitment of $500 million.

As a result, as a part of this transaction Twilio will become a significant minority owner of the soon to be public Syniverse.

“Today marks an exciting milestone for Syniverse and for Carlyle’s investment in the business," added James Attwood, managing director at the Carlyle Group and Chairman of Syniverse.

"We are excited to continue to support the Company’s growth journey and look forward to deepening our partnership with Andrew and the rest of the leadership team as Syniverse works with Twilio, MBAC and our public market investors to accelerate the next wave of innovation in mobile communications.”

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