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Amendment No. 2 to SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

SYNCHRONOSS TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87157B103

(CUSIP Number)

Steven Spencer

Siris Capital Group, LLC

601 Lexington Avenue, 59th Floor

New York, NY 10022

(212)-231-0095

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 22, 2017

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

  1   

Names of reporting persons:

 

Silver Private Holdings I, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    OO

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Silver Private Investments, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    OO

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris Partners III, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    PN

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris Partners III Parallel, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    PN

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris Partners GP III, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    PN

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris GP HoldCo III, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    OO

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris Capital Group III, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    PN, IA

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris Capital Group, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    OO, IA

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris Advisor HoldCo III, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    5,994,667

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13  

Percent of class represented by amount in Row (11):

 

    12.93%*

14  

Type of reporting person:

 

    OO

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

  1   

Names of reporting persons:

 

Siris Advisor HoldCo, LLC

  2   

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  3   

SEC use only

 

  4   

Source of funds (see instructions):

 

    OO

  5   

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

    Not Applicable

  6   

Citizenship or place of organization:

 

    Delaware

Number of 

shares 

beneficially 

owned by 

each 

reporting 

person 

with 

 

      7    

Sole voting power:

 

    0

     8    

Shared voting power:

 

    5,994,667

     9    

Sole dispositive power:

 

    0

   10    

Shared dispositive power:

 

    5,994,667

11   

Aggregate amount beneficially owned by each reporting person:

 

    5,994,667

12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ☐

 

13   

Percent of class represented by amount in Row (11):

 

    12.93%*

14   

Type of reporting person:

 

    OO

 

* The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D jointly filed by (i) Silver Private Holdings I, LLC, a Delaware limited liability company (“Silver Holdings”), (ii) Silver Private Investments, LLC, a Delaware limited liability company (“Silver Parent”), (iii) Siris Partners III, L.P., a Delaware limited partnership (“Siris Fund III”), (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership (“Siris Fund III Parallel”), (v) Siris Partners GP III, L.P., a Delaware limited partnership (“Siris Fund III GP”), (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company (“Siris Fund III GP HoldCo”), (vii) Siris Capital Group III, L.P., a Delaware limited partnership (“Siris Fund III Advisor”), (viii) Siris Capital Group, LLC, a Delaware limited liability company (“Siris Capital Group”), (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company (“Siris Fund III Advisor HoldCo”); and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company (“Siris Advisor HoldCo”) (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “Commission”) on May 5, 2017 (as previously amended and as may be amended from time to time, this “Schedule 13D”), relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Company”). Initially capitalized terms used in this Amendment No. 2 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.

 

Item 4. Purpose of Transaction

Item 4 is hereby amended by the addition of the following immediately prior to the penultimate paragraph thereof:

On June 22, 2017, Siris Capital Group delivered a letter to the Company indicating that the Reporting Persons believe they could be in a position to acquire the Company in an all-cash acquisition at $18.00 per share of Common Stock, subject to completion of customary due diligence, including a review of outstanding shareholder litigation and the Company’s financial statements, as well as the negotiation and execution of a transaction agreement acceptable to the Company and the Reporting Persons (the “June 22 Letter”). The foregoing description of the June 22 Letter in this Item 4 is qualified in its entirety by reference to the complete text of the June 22 Letter, a copy of which has been filed as Exhibit 99.3 and which is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby supplemented as follows:

 

99.3    Letter from Siris Capital Group to the Board of Directors of Synchronoss Technologies, Inc., dated June 22, 2017.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 22, 2017

 

SILVER PRIVATE HOLDINGS I, LLC
By:   Silver Private Investments, LLC, its sole member
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Authorized Signatory
SILVER PRIVATE INVESTMENTS, LLC
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Authorized Signatory
SIRIS PARTNERS III, L.P.
SIRIS PARTNERS III PARALLEL, L.P.
By:   Siris Partners GP III, L.P., its general partner
By:   Siris GP HoldCo III, LLC, its general partner
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Managing Member
SIRIS PARTNERS GP III, L.P.
By:   Siris GP HoldCo III, LLC, its general partner
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Managing Member
SIRIS GP HOLDCO III, LLC
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Managing Member

SIRIS CAPITAL GROUP III, L.P.
By:   Siris Advisor HoldCo III, LLC, its general partner
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Managing Member
SIRIS CAPITAL GROUP, LLC
By:   Siris Advisor HoldCo, LLC, its managing member
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Managing Member
SIRIS ADVISOR HOLDCO III, LLC
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Managing Member
SIRIS ADVISOR HOLDCO, LLC
By:  

/s/ Peter Berger

  Name:   Peter Berger
  Title:   Managing Member
EX-99.3

Exhibit 99.3

 

LOGO

June 22, 2017

Board of Directors

Synchronoss Technologies, Inc.

200 Crossing Boulevard, 8th Floor

Bridgewater, NJ 08807

Gentlemen:

We are writing on behalf of affiliates of Siris Capital Group, LLC (collectively, “Siris” or “we”) to convey our preliminary indication of interest in acquiring Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”).

Based on meetings with management and certain confidential information received under NDA, we believe we could be in a position to deliver compelling and certain value to Synchronoss shareholders through an all-cash acquisition at $18.00 per share, which would represent an attractive 69% premium to the Company’s closing stock price of $10.65 on June 21, 2017. Our proposal is subject to customary due diligence, including a review of outstanding shareholder litigation and Synchronoss’s financial statements, as well as the negotiation and execution of a transaction agreement acceptable to you and us.

We believe that we would be able to complete due diligence, obtain satisfactory financing commitments, and negotiate and sign a definitive agreement within six weeks from the date on which Synchronoss provides a fully-populated data room. We have engaged legal counsel and are prepared to engage financial and accounting advisors to assist us in this potential transaction. In order to commit the time and resources necessary to proceed on this expedited timeframe, we would request a limited period of exclusivity.

With the Company’s cooperation in facilitating our requisite due diligence, we believe we would be well-positioned to move expeditiously toward consummating a potential transaction. A potential transaction with Synchronoss would have the highest priority within Siris, and we are available to discuss all aspects of this letter with you.

*    *    *

This letter is non-binding, does not constitute an offer and does not impose any legally binding obligation on Siris or the Company. Without limiting the foregoing, there is no obligation on the part of Siris or the Company to discuss, negotiate or consummate any potential transaction. A legally binding commitment with respect to any of the matters referred to in this letter will not exist unless and until the parties enter into a mutually acceptable definitive agreement.

 

Siris Capital Group, LLC

By:

 

/s/ Frank Baker

Frank Baker

Managing Partner