BRIDGEWATER, N.J.--(BUSINESS WIRE)--Aug. 12, 2014--
Synchronoss Technologies, Inc. (NASDAQ: SNCR) (the “Company”), a mobile
innovation leader that provides cloud solutions and software-based
activation for connected devices across the globe, announced today the
closing of its offering of $230.0 million aggregate principal amount of
0.75% Convertible Senior Notes due 2019 (the “Notes”) in an underwritten
public offering. The offering included $30.0 million aggregate principal
amount of Notes issued pursuant to the full exercise of the
underwriters’ over-allotment option. Credit Suisse Securities (USA) LLC
and J.P. Morgan Securities LLC acted as joint book-running managers for
the offering.
The notes are unsecured, unsubordinated obligations of the Company, and
will mature on August 15, 2019, unless earlier repurchased or converted.
Interest is payable semi-annually in arrears on August 15 and February
15 of each year, beginning on February 15, 2015 at a rate of 0.75% per
annum. The notes will be convertible at the option of holders at any
time until the close of business on the second scheduled trading day
immediately preceding the maturity date. Upon conversion, holders will
receive shares of the Company’s common stock up to the principal amount
of the notes and cash in lieu of fractional shares, if any. Holders of
the notes will have the right to require the Company to purchase all or
some of their notes at 100% of their principal amount, plus any accrued
and unpaid interest, upon the occurrence of certain events. The notes
have an initial conversion rate of 18.8072 shares of common stock per
$1,000 principal amount of notes (which is subject to adjustment in
certain circumstances). This represents an initial effective conversion
price of approximately $53.17 per share. The initial conversion price
represents a premium of approximately 37.5% to the closing price of the
Company's common stock on August 6, 2014, which was $38.67 per share.
The Company has estimated that the net proceeds from the offering will
be approximately $222.9 million, after payment of the underwriters'
discounts and estimated offering expenses payable by the Company. The
Company expects to use the net proceeds of the note offering to repay a
portion or all of the Company’s outstanding indebtedness under its
revolving credit facility, and for general corporate purposes, including
potential acquisitions and strategic transactions.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities (including any shares of the
Company’s common stock into which the notes are convertible) and shall
not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
The offering was made pursuant to a registration statement filed with
the U.S. Securities and Exchange Commission (the “SEC”) on August 5,
2014 and a final prospectus filed with the SEC on August 7, 2014. Before
you invest, you should read the final prospectus, the registration
statement and the other documents the issuer has filed with the SEC for
more complete information about the issuer and the offering. You may get
these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov.
Alternatively, a copy of the prospectus may be obtained from Credit
Suisse Securities (USA) LLC, Credit Suisse Prospectus Department, One
Madison Avenue, New York, NY 10010, tel: 1-800-221-1037, email newyork.prospectus@credit-suisse.com
or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, LLC,
1155 Long Island Avenue, Edgewood, NY 11717, tel: 1-866-803-9204.
Cautionary Statement:
The statements in this release relating to the expected use of
proceeds from the offering are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements involve risks and uncertainties
that could cause actual results to differ materially, including, but not
limited to, the anticipated use of the proceeds of the offering, which
could change, and the impact of general economic, industry or political
conditions in the United States or internationally. Factors that could
cause such differences are described under the heading "Risk Factors"
contained in the Company's registration statement filed with the SEC on
August 5, 2014 related to the offering and the risks discussed in the
Company’s periodic filings with SEC.
You are cautioned not to place undue reliance on the Company’s
forward-looking statements, which speak only as of the date such
statements are made. The Company does not undertake any obligation to
publicly update any forward-looking statements to reflect events,
circumstances or new information after this August 12, 2014 press
release, or to reflect the occurrence of unanticipated events.
About Synchronoss Technologies, Inc.
Synchronoss Technologies, Inc. (NASDAQ:SNCR), is a mobile innovation
leader that provides cloud solutions and software-based activation for
connected devices across the globe. The company’s proven and scalable
technology solutions allow customers to connect, synchronize and
activate connected devices and services that empower enterprises and
consumers to live in a connected world. For more information visit us
at: www.synchronoss.com.
The Synchronoss logo and Synchronoss are trademarks of Synchronoss
Technologies, Inc. All other trademarks are property of their respective
owners.
Source: Synchronoss Technologies, Inc.
Synchronoss Technologies, Inc.
Media:
Stacie Hiras, +1
908-674-0758
Stacie.hiras@synchronoss.com
or
Investor:
Brian
Denyeau, +1 646-277-1251
investor@synchronoss.com