SVR » Topics » ITEM 1.01. Entry into a Material Definitive Agreement

This excerpt taken from the SVR 8-K filed Apr 2, 2007.

ITEM 1.01. Entry into a Material Definitive Agreement

On April 2, 2007, Syniverse Technologies, Inc. (the “Company”) and its wholly owned subsidiary, Highwoods Corporation (“Buyer”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Billing Services Group Limited (“Seller”) pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Purchase Agreement, Buyer will acquire all of the outstanding share capital of Billing Services Group Luxembourg S. à r.l. and Billing Services Group Asia Limited (together, “BSG”) for approximately $290 million in cash (which includes debt to be refinanced at closing). The Company expects to fund the purchase price through a debt financing commitment provided by Lehman Brothers in conjunction with Deutsche Bank and Bear Stearns.

The completion of the acquisition is subject to the satisfaction of customary closing conditions, including Seller receiving the consent of its shareholders and the receipt of required government approvals. There can be no assurance that the closing conditions set forth in the Purchase Agreement will be satisfied or waived.

The Purchase Agreement provides for the payment of a termination fee of $10 million to the Company upon specified events, including Seller entering into a competing transaction under certain circumstances. In addition, Buyer must pay Seller a “reverse termination fee” of $25 million if Buyer fails to pay the purchase price upon the satisfaction of the conditions precedent to Buyer’s obligations. If either party terminates the Purchase Agreement as a result of the failure to obtain the consent of Seller’s shareholders, then Seller must pay the Company an amount, not to exceed $3 million, equal to its reasonable, documented out-of-pocket expenses incurred in connection with the Purchase Agreement.

The Purchase Agreement contains limited warranties regarding BSG, and covenants that are customary for agreements of this type, including, in the case of Seller, a covenant to operate the business in the ordinary and usual course of business between the date of execution of the Purchase Agreement and the closing of the acquisition. Under the Purchase Agreement, neither the Company nor Buyer will have any post-closing indemnification rights against Seller.

The Company guarantees the due performance by Buyer of its obligations under this Agreement and will perform those obligations or otherwise indemnify Seller in respect of any nonperformance of any such obligations.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Purchase Agreement contains representations and warranties made by Seller on behalf of BSG. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk in the purchase agreement. Accordingly, investors should not rely on the representation and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.

On April 2, 2007, the Company issued a press release announcing the execution of the Purchase Agreement and other matters. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

This excerpt taken from the SVR 8-K filed Aug 17, 2006.

ITEM 1.01. Entry into a Material Definitive Agreement

Syniverse Holdings, Inc. (the “Company”) is filing this Current Report on Form 8-K to file the following new forms of agreements that the Company will use from time to time in making equity awards to its employees pursuant to the Company’s 2006 Long-Term Equity Incentive Plan: (i) form of non-qualified stock option award agreement and (ii) form restricted stock grant agreement. The new forms of agreements were created to include severance payments for employees terminated without cause. Such severance payments shall be paid for the duration of the employee’s non-compete period, which shall be a period of up to one year, as determined by the Company at the time of termination. Copies of these documents are filed as Exhibits 10.1 to 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.

The terms of the Company’s Long-Term Equity Incentive Plan, which was approved at our annual meeting of shareholders on May 9, 2006, are set forth in the proxy statement dated April 7, 2006 for the Company’s annual meeting, and the description of the Long-Term Equity Incentive Plan in the section of the proxy statement titled “Proposal 2 – Approval of the Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan” is incorporated herein by reference. The Company’s Long-Term Equity Incentive Plan, filed with the Securities and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A on April 7, 2006, is incorporated herein by reference.

The terms of the Company’s Employee Stock Purchase Plan, which was also approved at our annual meeting of shareholders on May 9, 2006, are set forth in the proxy statement dated April 7, 2006 for the Company’s annual meeting, and the description of the Employee Stock Purchase Plan in the section of the proxy statement titled “Proposal 4 – Approval of the Syniverse Holdings, Inc. 2006 Employee Stock Purchase Plan” is incorporated herein by reference. The Company’s Employee Stock Purchase Plan, filed with the Securities and Exchange Commission as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A on April 7, 2006, is incorporated herein by reference.

This excerpt taken from the SVR 8-K filed Jun 21, 2006.

ITEM 1.01. Entry into a Material Definitive Agreement

On June 16, 2006, Syniverse Holdings, Inc. (the “Company”) and its wholly-owned subsidiary, Syniverse Technologies, Inc. (“Syniverse”), entered into, and consummated the transactions contemplated by, a Share Purchase Agreement (the “Purchase Agreement”) with Interactive Technology Holdings Limited (“ITHL”) and each of Raymond Cheung, Kenneth Wong, Peter Chan, DBS Nominees Pte Ltd and Seavi Advent Venture Management Pte Ltd (collectively, the “Guarantors”), pursuant to which Syniverse acquired all of the outstanding capital stock of Perfect Profits International Limited (“PPIL”). The description of the Purchase Agreement contained in Item 2.01 below is incorporated herein by reference.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. A copy of the press release announcing the acquisition of PPIL is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference in its entirety.

This excerpt taken from the SVR 8-K filed Apr 4, 2006.

ITEM 1.01. Entry into a Material Definitive Agreement

Employment Agreement with Nancy J. White

On April 3, 2006, Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (collectively, the “Company”) entered into an Employment Agreement with Nancy J. White pursuant to which Ms. White will serve as Executive Vice President and Chief Marketing Officer of the Company.

The Employment Agreement provides that Ms. White will receive an annual base salary of $300,000, subject to increase by the Company’s Compensation Committee. For each calendar year of employment, Ms. White is eligible for an annual bonus equal to 65% of her annual salary based upon the achievement of performance objectives for such calendar year as approved by the Compensation Committee or a maximum annual bonus, as determined by the Compensation Committee, of up to 100% of her annual base salary if the Compensation Committee determines that Ms. White and the Company have substantially exceeded such performance objectives.

Ms. White’s employment will continue until (i) she resigns without good reason, (ii) she terminates her employment for good reason, (iii) the Company decides to terminate her employment with cause, (iv) the Company decides to terminate her employment without cause, or (v) her disability or death. If her employment is terminated by us without cause, for good reason or by reason of her death or disability, then we will be obligated to pay Ms. White or her estate her annual base salary for a one-year period commencing on the date of termination, her pro-rated bonus for the then current fiscal year (and the previous year’s unpaid bonus) and COBRA benefits for up to a period of one year.

The Employment Agreement provides that Ms. White will receive a one-time cash signing bonus of $150,000 as compensation or reimbursement for all moving, transition, relocation and legal expenses incurred in connection with the employment agreement and, subject to the approval by the stockholders of Syniverse Holdings, Inc. of the Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan, options to purchase an aggregate of 200,000 shares of the common stock of Syniverse Holdings, Inc. and a one-time grant of 40,000 shares of restricted stock. The options will be issued in five equal annual installments, so long as Ms. White remains in the employ of the Company on each installment date and each option will vest in three equal annual installments. The shares of restricted stock will vest in five equal annual installments. Ms. White will be entitled to resign with good reason if, among other things, the stockholders of Syniverse Holdings, Inc. fail to approve the 2006 Long-Term Equity Incentive Plan by June 30, 2006.

In her employment agreement, Ms. White agrees to limitations on her ability to disclose any of our confidential information, and acknowledges that all inventions relating to her employment belong to us. Ms. White also agrees not to compete with us anywhere in the world or to solicit our employees for either the period during which she receives severance, if she is terminated without cause or if she resigns for good reason, or for two years after her termination, if she resigns without good reason or if we terminate her employment for cause.

The Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement. A copy of the press release announcing the appointment of Ms. White is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference in its entirety.

This excerpt taken from the SVR 8-K filed Jan 10, 2006.

ITEM 1.01. Entry into a Material Definitive Agreement

 

A. Amendment No. 2 to Amended and Restated Senior Management Agreement with G. Edward Evans

 

On January 9, 2006, Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (collectively, the “Company”) entered into an Amendment No. 2 to Amended and Restated Senior Management Agreement (the “Amendment”) with G. Edward Evans. The senior management agreement was amended to memorialize Mr. Evans’ transition from Chief Executive Officer of the Company to Chairman of the Board of Directors of the Company. Pursuant to the Amendment, Mr. Evans resigned as Chief Executive Officer of the Company and agreed to serve as the Chairman of the Board until the Company’s 2007 annual stockholders meeting. Mr. Evans will continue to be employed by the Company in his capacity as Chairman and receive his current salary and benefits through December 31, 2006. The Amendment also memorialized Mr. Evans’ intention to assume the Company’s lease of its Oklahoma City, Oklahoma office space currently utilized by Mr. Evans and either assume the lease of, or purchase outright, the Company’s aircraft following December 31, 2006. The Company will have no further obligation vis-à-vis Mr. Evans to maintain such leases following the earlier to occur of the Company’s 2007 annual shareholder meeting and the assumption of such leases. In the event that Mr. Evans either assumes the aircraft lease or purchases the plane, he will reimburse the Company for its initial security deposit on the lease together with the net book value of certain refurbishments to the plane completed in 2004. The other terms of the senior management agreement were not affected.

 

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment.

 

B. Employment Agreement with Tony G. Holcombe

 

On January 9, 2006, the Company entered into an Employment Agreement with Tony G. Holcombe pursuant to which Mr. Holcombe will serve as the President and Chief Executive Officer of the Company.

 

The Employment Agreement provides that Mr. Holcombe will receive an annual base salary of $500,000, subject to increase by the Company’s Compensation Committee. For each calendar year of employment, Mr. Holcombe is eligible for an annual bonus equal to 60% of his annual salary based upon the achievement of performance objectives for such calendar year as approved by the Compensation Committee or a maximum annual bonus, as determined by the Compensation Committee, of up to 100% of his annual base salary if the Compensation Committee determines that Mr. Holcombe and the Company have substantially exceeded such performance objectives.

 

Mr. Holcombe’s employment will continue until (i) he resigns without good reason, (ii) he terminates his employment for good reason, (iii) our board of directors decides to terminate his employment with cause, (iv) our board of directors decides to terminate his employment without cause, or (v) his disability or death. If his employment is terminated by us without cause or by Mr. Holcombe for good reason or by reason of his death or disability, then we will be obligated to pay Mr. Holcombe or his estate his annual base salary for a one-year period commencing on the date of termination, his bonus for the then current fiscal year and COBRA benefits for a period of one year.

 

The Employment Agreement provides that Mr. Holcombe will receive a one-time cash signing bonus of $250,000 as compensation or reimbursement for all moving, transition, relocation and legal expenses incurred in connection with the employment agreement and, subject to the approval by the stockholders of Syniverse Holdings, Inc. of the Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan, options to purchase an aggregate of 500,000 shares of the common stock of Syniverse Holdings, Inc. and a one-time grant of 100,000 shares of restricted stock. The options will be issued in five equal annual installments, so long as Mr. Holcombe remains in the employ of the Company on each installment date and each option will vest in three equal annual installments. The shares of restricted stock will vest in five equal annual installments. Mr. Holcombe will be entitled to resign with good reason if, among other things, the stockholders of Syniverse Holdings, Inc. fail to approve the 2006 Long-Term Equity Incentive Plan by June 30, 2006.

 

Upon the consummation of a sale of the Company, all options and shares of restricted stock that have not yet become vested will automatically become vested at the time of such event, if as of the date of such event, Mr. Holcombe is employed by the Company and, in the event that Mr. Holcombe’s employment is terminated without cause or Mr. Holcombe resigns with good reason within 180 days prior to the date of such event, all options and shares of restricted stock that have not yet become vested will automatically become vested at the time of such event.

 

In his employment agreement, Mr. Holcombe agrees to limitations on his ability to disclose any of our confidential information, and acknowledges that all inventions relating to his employment belong to us. Mr. Holcombe also agrees not to compete with us anywhere in the world or to solicit our employees for either the period during which he receives severance, if he is terminated without cause or if he resigns for good reason, or for two years after his termination, if he resigns without good reason or if we terminate his employment for cause.


The Employment Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement.

 

This excerpt taken from the SVR 8-K filed Aug 15, 2005.

ITEM 1.01. Entry into a Material Definitive Agreement

 

On August 15, 2005, Syniverse Holdings, Inc. and Syniverse Technologies, Inc. amended the underwriting agreement that they entered into in connection with the initial public offering of Syniverse Holdings, Inc.’s common stock solely to extend the post-IPO lock-up period until 11:59 PM (Eastern Daylight Time) on October 10, 2005. Syniverse Holdings, Inc.’s directors, officers and stockholders who entered into lock-up agreements in connection with the IPO all agreed to the same extension.

 

This excerpt taken from the SVR 8-K filed Jul 28, 2005.

ITEM 1.01. Entry into a Material Definitive Agreement

 

On July 28, 2005, Syniverse Holdings, Inc. and Syniverse Technologies, Inc. amended the underwriting agreement that they entered into in connection with the initial public offering of Syniverse Holdings, Inc.’s common stock solely to extend the post-IPO lock-up period until 11:59 PM (Eastern Daylight Time) on August 21, 2005. Syniverse’s directors, officers and stockholders who entered into lock-up agreements in connection with the IPO all agreed to the same extension.

 

This excerpt taken from the SVR 8-K filed Mar 4, 2005.

ITEM 1.01. Entry into a Material Definitive Agreement

 

Syniverse Technologies, Inc. (the “Company”) has entered into an office lease agreement (the “Lease”) with 581 Highwoods, L.P.. (the “Landlord”), dated as of February 28, 2005. The Lease provides, among other things, for (i) a lease term of eleven years commencing on the earlier to occur of November 1, 2005 or the date the Company occupies the lease property for purposes of conducting its business, but with lease payments beginning one (1) year following the commencement date, (ii) a 199,000 square foot facility located in Tampa, FL for general office use, including, without limitation, a network operations center, data center, call center and other related telecommunications services, (iii) annual base rent of $12.50 per square foot, or approximately $2.5 million per year, payable monthly with yearly increases based on a CPI ratio of not less than 2.5% and not more than 3%,, (iv) a $0.30 annual per square foot reduction in base rent upon the Company meeting certain financial measures, (v) the Company to pay certain operating expenses and utilities and sales and use taxes associated with the leased facility and (vi) the Company to provide a $2.5 million letter of credit that will be reduced by $500,000 annually on the second anniversary of the commencement date.


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