Syniverse Successfully Completes Syndication of $1.165 Bn Debt Refinancing

Rhea-AI Summary

Syniverse Corporation has secured $1 billion in new senior secured term loans to refinance its capital structure ahead of its merger with M3-Brigade Acquisition II Corp. (MBAC). The new loans feature a favorable interest rate at SOFR plus 4.25%, extending maturity to 2029, and were oversubscribed by 2.1 times. Following the merger, Syniverse's gross debt is expected to be reduced by half, enhancing financial flexibility and supporting growth. The definitive proxy statement for the merger has been mailed to MBAC shareholders, with a vote scheduled for February 9, 2022.

Positive

• Secured $1 billion in new senior secured term loans to refinance capital structure.
• Interest rate at SOFR plus 4.25% provides lower borrowing costs.
• Syndication was oversubscribed by 2.1 times, indicating strong investor confidence.
• Gross debt expected to be reduced by half following the merger with MBAC.

Negative

• None.

Refinancing to Enhance Financial Flexibility and Support Growth

New Term Loan Carries Higher Ratings and Lower Interest Rate while Extending Maturity to 2029

TAMPA, Fla.--(BUSINESS WIRE)-- Syniverse Corporation (“Syniverse” or the “Company”), the “world’s most connected company”^TM and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, has successfully completed the syndication of $1,000 million new senior secured term loan commitments (the “Term Loan”) to refinance its capital structure, subject to customary conditions, including satisfactory definitive documentation. The financing will be used in connection with and contingent upon the Company's merger with M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”), a special purpose acquisition company or “SPAC”. The financing also includes a $165 million, five-year senior secured revolving credit facility (“RCF” and together with the Term Loan, the “Credit Facilities”).

Summary of key terms for the Term Loan:

· Secured Overnight Funding Rate (SOFR) plus 4.25% (subject to a 50-basis point SOFR floor) with 1.00% original issue discount

· No Credit Spread Adjustment (CSA) included

· Environmental, Social & Governance (ESG) metric-based step-down in the Term Loan interest rate margin of 7.5 basis points subject to meeting a specified target in the new credit agreement for the Credit Facilities

· 2029 Final Maturity with a standard 1.0% annual principal amortization and 101 soft call provision for six months from date of closing

· B2 Rating from Moody’s Investor Service and B- Rating from Standard & Poor’s on both the Term Loan and RCF

Syndication of the new term loans was approximately 2.1x times oversubscribed with 48 investors in the final order book. As a result, the refinancing priced at the lower end of initial expectations.

“We are very pleased with the better than expected execution we realized on these credit facilities,” said Simeon Irvine, Syniverse CFO. “Our future shareholders stand to benefit from a substantial reduction in our interest rates and contingent on our proposed merger with MBAC, our gross debt will reduce by half.”

“The enhanced financial flexibility this refinancing provides will enable both continued deleveraging through improved Free Cash Flow generation and heightened reinvestment in innovation to spur faster growth. We look forward to merging with MBAC, and as a public company, providing guidance on Free Cash Flow for 2022 on our 1^st Quarter earnings call in April,” Irvine said.

Barclays Bank PLC acts as Joint Lead Arranger and Joint Bookrunner on the Term Loan, together with Goldman Sachs Bank USA, Mizuho Bank, Ltd., BofA Securities, Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp. and Société Générale. Barclays Bank PLC will also be the Administrative Agent.

In August 2021, Syniverse announced its plan to go public through a merger agreement with MBAC. Syniverse and MBAC announced on January 10, 2022, that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.”

About Syniverse

Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for over 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers.

About MBAC

MBAC is a special purpose acquisition corporation formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. MBAC is led by key executives of M3 Partners, LP, a leading financial advisory services firm that specializes in assisting companies at inflection points in their growth cycle, and Brigade Capital Management, LP, a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $30 billion in assets under management.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of MBAC and Syniverse and anticipated impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction.

These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings or regulatory inquiries that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s Quarterly Reports on Form 10-Q and the definitive proxy statement, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC.

MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

Information About the Proposed Transaction and Where to Find It

In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the SEC. MBAC’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials contain important information about MBAC, Syniverse and the proposed transaction. MBAC has mailed the definitive proxy statement to the stockholders of MBAC as of January 6, 2022, the record date established for the proposed transaction. MBAC Stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, at the SEC’s website at https://www.sec.gov/, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019.

Participants in the Solicitation

MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at https://www.sec.gov/. Additional information regarding the interests of such participants is contained in the proxy statement.

Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction have been included in the proxy statement for the proposed business combination.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220201005763/en/

Media and Press:

Brooke Gordon / Kelsey Markovich

Sard Verbinnen & Co.

syniverse-svc@sardverb.com

+1.212.687.8080

Investor Relations:

Stanley Martinez, CFA, IRC

Syniverse

ir@syniverse.com

+1.813.614.1070

Kristin Celauro

M3-Brigade Acquisition II Corp.

kcelauro@m3-partners.com

+1.212.202.2223

Source: Syniverse Corporation

FAQ

What are the key terms of Syniverse's new term loan for MBAC merger?

The new term loan carries an interest rate of SOFR plus 4.25%, extends maturity to 2029, and includes a $165 million revolving credit facility.

When is the shareholder meeting for MBAC to approve the merger with Syniverse?

The shareholder meeting for MBAC to approve the merger is scheduled for February 9, 2022.

What benefits does Syniverse expect from the refinancing?

Syniverse anticipates a substantial reduction in interest rates and enhanced financial flexibility to support growth.

What is the current debt situation of Syniverse post-merger with MBAC?

Post-merger, Syniverse expects to reduce its gross debt by half.

What was the level of interest from investors in Syniverse's recent refinancing?

The syndication of the term loans was oversubscribed by 2.1 times with participation from 48 investors.