Syniverse Holdings 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2009
SYNIVERSE HOLDINGS, INC.
SYNIVERSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (813) 637-5000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 23, 2009 (the Closing Date), Syniverse Holdings, Inc. (the Company) completed the purchase from VeriSign, Inc. (VeriSign), a Delaware corporation, and certain of its foreign subsidiaries (collectively, the Seller) the Sellers Inter-Carrier Gateway, Premium Messaging Gateway, PictureMail/Integrated Multimedia Message Service and Mobile Enterprise Solutions businesses (collectively, the VM3 Business), pursuant to an acquisition agreement, dated as of August 24, 2009, as subsequently amended October 2, 2009 and October 23, 2009, by and among the Company and the Seller (the Agreement). The purchase was completed for cash proceeds of $174.5 million, after preliminary adjustments to reflect the parties current estimate of working capital associated with the VM3 Business as of the Closing Date. The transaction will be subject to a final adjustment to reflect the actual working capital balance as of the Closing Date.
Pursuant to the Agreement, the Company acquired (i) all of the equity interests owned by VeriSign in VeriSign ICX Corporation (ICX), a Delaware corporation and wholly-owned subsidiary of VeriSign, which owns a substantial portion of the VM3 Business assets and (b) certain other assets related to ICX and the VM3 Business, including (i) certain contracts, (ii) certain accounts receivable and prepaid expenses, (iii) certain office furniture, computers, servers and other equipment, (iv) ownership of or the right to use certain intellectual property, (v) certain claims, causes of action and rights accruing after the closing of the sale and (vi) all of the Sellers and ICXs goodwill in the VM3 Business as a going concern. Certain employees of the VM3 Business became employees of ICX upon the Closing Date.
A copy of the Agreement is attached hereto as Exhibits 2.1, 2.2 and 2.3. The description of the Agreement as set forth in this Current Report is qualified in its entirety by reference to the full text of the Agreement attached hereto.
A copy of the press release announcing the Companys completion of the purchase of the Sellers VM3 Business is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.