Date of report (Date of earliest event reported): November 14, 2017



Synchronoss Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)








(State or Other Jurisdiction
of Incorporation)


File Number)


(IRS Employer
Identification No.)


200 Crossing Boulevard, 8th Floor

Bridgewater, New Jersey



(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code: (866) 620-3940


Not Applicable

(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:


o                Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o                Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o                Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Explanatory Statement


On October 17, 2017, Synchronoss Technologies, Inc., a Delaware corporation (“Synchronoss” or the “Company”) announced the entry into definitive agreements for the sale of Intralinks Holdings, Inc., a wholly owned subsidiary of Synchronoss (“Intralinks”), and the sale of shares of a newly created series of preferred stock of Synchronoss to affiliates of Siris Capital Group, LLC (“Siris”).


Subject to the terms and conditions set forth in the Share Purchase Agreement, dated as of October 17, 2017 (the “Share Purchase Agreement”), among Synchronoss, Intralinks and Impala Private Holdings II, LLC, an affiliate of Siris (“Impala”), Impala agreed to acquire from Synchronoss the issued and outstanding shares of common stock of Intralinks for approximately $977 million in cash plus a potential contingent payment of up to $25 million (as more fully described below), subject to an adjustment for cash, debt and working capital (the “Intralinks Transaction”).


Item 1.02.                                        Termination of Material Definitive Agreement.


In connection with the consummation of the Intralinks Transaction, Synchronoss utilized a portion of the proceeds from the Intralinks Transaction to repay all outstanding obligations under its previously existing senior secured credit agreement, dated as of January 19, 2017, among, inter alia, Synchronoss, the lending institutions from time to time parties thereto, and Goldman Sachs Bank USA, as administrative agent, collateral agent, swingline lender and a letter of credit issuer, as amended from time to time (the “Prior Credit Agreement”).  In connection therewith, Synchronoss delivered all notices and took all other actions to facilitate and cause the termination of the Prior Credit Agreement, the repayment in full of all obligations then outstanding thereunder and the release of any security interests in connection therewith, effective as of November 14, 2017.  The aggregate payoff amount was approximately $898 million and included all accrued interest, fees and prepayment penalties associated therewith.


Item 2.01.                                              Completion of Acquisition or Disposition of Assets.


Pursuant to the Share Purchase Agreement, on November 14, 2017, Synchronoss consummated the sale of Intralinks.  At the closing of the Intralinks Transaction, Impala acquired all of the issued and outstanding shares of Intralinks for approximately $991 million in cash, subject to post-closing adjustments for changes in cash, debt and working capital.  If, in the future, Impala receives net cash proceeds in excess of $440 million from any sale of equity or assets of Intralinks, or a dividend or distribution in respect of the shares of Intralinks, then Impala is required to pay Synchronoss up to an additional $25 million in cash or publicly traded securities.  Immediately following the consummation of the Intralinks Transaction, Synchronoss paid to Impala $5 million as partial reimbursement of the out-of-pocket fees and expenses incurred by Impala, Siris and their respective affiliates in connection with the execution of the Share Purchase Agreement and the Intralinks Transaction.


The total amount of funds used to complete the Intralinks Transaction and related transactions and pay related fees and expenses was approximately $1 billion, which was funded through a combination of equity and debt financing obtained by Impala.


As of November 14, 2017, investment funds affiliated with Siris owned 5,994,667 shares of Synchronoss’ common stock, par value $0.0001 per share (the “Common Stock”), or approximately 12.6% of the issued and outstanding Common Stock as of such date.


This summary of the Share Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which is attached as Exhibit 2.1 to Synchronoss’ Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2017 and incorporated into this Item 2.01 by reference.


Item 8.01                                           Other Events.


On November 14, 2017, Synchronoss issued a press release announcing the consummation of the transactions contemplated by the Share Purchase Agreement.  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.


On November 14, 2017, Silver Private Holdings I, LLC (“Silver”), an affiliate of Siris, notified Synchronoss pursuant to Section 3.2 of that certain Securities Purchase Agreement by and between Synchronoss and Silver dated October 17, 2017 (the “PIPE Purchase Agreement”), that Silver was exercising its right to reschedule the closing of the purchase and sale of




185,000 shares of the Company’s Series A Convertible Participating Perpetual Preferred Stock pursuant to the PIPE Purchase Agreement until February 15, 2018.


Forward Looking Statements


This Form 8-K contains forward-looking statements, including the statements regarding the plans, strategies and objectives of management for future operations, effects of current or future economic conditions or performance and industry trends, the ability to satisfy the closing conditions to the transactions, the expected close of the transactions contemplated by the PIPE Purchase Agreement and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing.  All forward-looking statements contained in this Form 8-K involve risks and uncertainties.  Synchronoss’ actual results and outcomes could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the factors set forth in Synchronoss’ annual report on Form 10-K and quarterly reports on Form 10-Q under the heading “Risk Factors”.  The words “strive,” “objective,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “vision,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  Synchronoss has based these forward-looking statements on its current expectations and projections about future events.  Although Synchronoss believes that the expectations underlying any of its forward-looking statements are reasonable, these expectations may prove to be incorrect and all of these statements are subject to risks and uncertainties.  Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections, or expectations prove incorrect, actual results, performance, financial condition, or events may vary materially and adversely from those anticipated, estimated, or expected.


All forward-looking statements included in this Form 8-K are expressly qualified in their entirety by these cautionary statements.  Synchronoss cautions readers not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated.  Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the uncertainties and factors described above, as well as others that Synchronoss may consider immaterial or does not anticipate at this time.  Although Synchronoss believes that the expectations reflected in its forward-looking statements are reasonable, Synchronoss does not know whether its expectations may prove correct.  Synchronoss’ expectations reflected in its forward-looking statements can be affected by inaccurate assumptions it might make or by known or unknown uncertainties and factors, including those described above.  The risks and uncertainties described above are not exclusive, and further information concerning Synchronoss and its business, including factors that potentially could materially affect its financial results or condition or relationships with customers and potential customers, may emerge from time to time.  Synchronoss assumes no, and it specifically disclaims any, obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.  Synchronoss advises investors, however, to consult any further disclosures it makes on related subjects in our periodic reports that it files with or furnishes to the SEC.


Item 9.01                                           Financial Statements and Exhibits.


(b)                   Pro Forma Financial Information.


The required pro forma financial information regarding the Intralinks Transaction will be filed as an amendment to this Current Report on Form 8-K upon completion of the Company’s previously disclosed financial restatement.
















Share Purchase Agreement by and among Synchronoss Technologies, Inc., Intralinks Holdings, Inc. and Impala Private Holdings II, LLC dated as of October 17, 2017 (incorporated by reference to Exhibit 2.1 of Synchronoss Technologies, Inc. Current Report on Form 8-K, filed with the SEC on October 19, 2017).










Press Release of Synchronoss Technologies, Inc., dated November 14, 2017.


*Pursuant to Item 601(b)(2) of Regulation S-K, promulgated under the Securities Act, certain schedules have been omitted and Synchronoss agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 15, 2017


Synchronoss Technologies, Inc.








/s/ Lawrence R. Irving





Lawrence R. Irving





Chief Financial Officer



Exhibit 99.1


Synchronoss Completes Sale of Intralinks to Siris Capital Group


Enables Synchronoss to Advance Position as Leading Global Technology Solutions Provider with Renewed Focus on Core Telecommunications, Media and Technology (TMT) Business


BRIDGEWATER, N.J.  — November 14, 2017 — Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) (NASDAQ: SNCR), a global leader and innovator of cloud, messaging and digital transformation products, today announced that it has completed the sale of its wholly owned subsidiary Intralinks Holdings, Inc. (“Intralinks”) to an investment fund affiliated with Siris Capital Group, LLC (“Siris”).  As previously announced, on October 17, 2017, investment funds affiliated with Siris signed an agreement to acquire all of the stock of Intralinks for approximately $1 billion in consideration.  Synchronoss intends to use the proceeds from the Intralinks transaction primarily to retire its term loan debt.


“With the completion of the Intralinks transaction, Synchronoss is poised to focus and advance its position as a leading and trusted technology product provider to telecommunications, media and technology (TMT) companies,” said Stephen Waldis, Founder, Chairman and Chief Executive Officer of Synchronoss.  “Our renewed focus on the core TMT business allows us to leverage our expertise and drive innovation in these evolving markets and capitalize on long-term growth opportunities in the space.  Following this transaction, we expect to have the financial flexibility needed to advance our strategy and pursue key growth sectors in Cloud, Messaging and Digital Transformation with the goal of maximizing value for shareholders.”


Intralinks will now operate as an independent, privately owned portfolio company of investment funds affiliated with Siris.  Leif O’Leary, formerly Executive Vice President of Strategic Financials for Synchronoss, has assumed the role of Chief Executive Officer of Intralinks.


As previously disclosed on October 17, 2017, and under the terms of a separate definitive agreement, investment funds affiliated with Siris agreed to make an investment in convertible preferred equity of Synchronoss in an amount of $185 million, subject to the terms and conditions of that agreement, which the Company has previously publicly filed.  Subject to satisfaction of the closing conditions in that agreement, this investment is expected to be completed in the first quarter of 2018.




Goldman Sachs & Co. and PJT Partners served as financial advisor to Synchronoss, and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as legal counsel.


About Synchronoss Technologies, Inc. | Synchronoss


Synchronoss (NASDAQ: SNCR) transforms the way companies create new revenue, reduce costs and delight their subscribers with cloud, messaging and digital transformation products.  Synchronoss today supports hundreds of millions of subscribers across the globe.  Synchronoss’ secure, scalable and groundbreaking new technologies, trusted partnerships and incredible talent change the way TMT customers drive and grow their business. For more information, visit us at www.synchronoss.com.



Forward-looking Statements


Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts, including statements regarding our exploration and evaluation of strategic alternatives and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook” or words of similar meanings. These statements are based on the Company’s current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. Numerous factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These factors include, but are not limited to, the risk that the proposed convertible preferred equity transaction may not be completed in a timely manner, or at all; the failure to satisfy the conditions to the consummation of the proposed convertible preferred equity transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed convertible preferred equity transaction agreement; the risk that revenue opportunities, cost savings, synergies and other anticipated benefits from the sale of Intralinks may not be fully realized or may take longer to realize than expected; risks that the proposed convertible preferred equity transaction disrupts current plans and operations of the Company; risks related to diverting management’s attention from the Company’s ongoing business operations; risks related to the outcome of any legal proceedings that may be instituted against the Company, its officers or directors related to the sale of Intralinks or the proposed convertible preferred equity transaction; risks associated with the ongoing and uncompleted nature of the Company’s accounting review; fluctuations in the Company’s financial and operating results; the Company’s substantial level of debt and related obligations, including interest payments, covenants and restrictions; uncertainty regarding increased business and renewals from existing customers; disruptions to the implementation of the Company’s strategic priorities and business plan caused by changes in the Company’s senior management team; customer renewal rates and attrition; customer concentration; the Company’s ability to maintain the security and integrity of the Company’s systems; foreign currency exchange rates; the financial and other impact of previous and future acquisitions; competition in the enterprise and mobile solutions markets; the Company’s ability to retain and motivate employees; technological developments; litigation and disputes and the costs related thereto; unanticipated changes in the Company’s effective tax rate; uncertainties surrounding domestic and global economic conditions; other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which is on file with the SEC and available on the SEC’s website at www.sec.gov. Additional factors may be described in those sections of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 to be filed with the SEC as soon as practicable. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.


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