Syniverse plans $1.17 billion credit facilities with merger

By Sara Rosenberg

New York, Aug. 17 – Syniverse Technologies Corp. has received a commitment for $1.165 billion of credit facilities in connection with its merger with M3-Brigade Acquisition II Corp., according to an 8-K filed with the Securities and Exchange Commission on Tuesday.

Barclays, Goldman Sachs Bank USA, BofA Securities Inc., Credit Suisse, Deutsche Bank Securities Inc. and Mizuho Bank Ltd. provided the debt commitment.

The facilities consist of a $165 million revolver and a $1 billion term loan.

Proceeds will be used to help refinance in full the company’s existing debt.

The merger agreement implies an initial enterprise value for Syniverse of $2.85 billion. The transaction will provide the company with up to $1.165 billion in cash through a combination of equity and equity-linked capital that will be used to reduce debt, fund new value-added products and services, advance investing in organic and inorganic growth, and increase investment in data, machine learning and artificial intelligence technologies.

The cash is coming from up to $400 million of cash held in M3-Brigade trust account from its initial public offering in March 2021, a previously announced up to $750 million investment, with a minimum investment of $500 million, from Twilio, and $265 million of PIPE commitments from institutional investors, including Oak Hill Advisors and Brigade Capital Management.

As a result of these transactions, Syniverse’s leverage will be significantly reduced and net debt to LTM adjusted financing EBITDA will be about 3.7x.

The Carlyle Group, Syniverse’s current majority owner, will retain all of its current investment in Syniverse and be the largest shareholder in the newly publicly traded company.

Closing is expected before the end of the year, subject to approval by M3-Brigade stockholders, the expiration of the HSR Act waiting period and other customary conditions.

Syniverse is a Tampa, Fla.-based technology provider of mission-critical mobile platforms for carriers and enterprises. M3-Brigade is a publicly traded special purpose acquisition company.

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