UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

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)

November 14, 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).

 

 

 

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) 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. 8 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:

Pursuant to the Share Purchase Agreement, on November 14, 2017, Impala acquired all of the issued and outstanding shares 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 the Company up to an additional $25 million in cash or publicly traded securities. Immediately following the consummation of the Intralinks Transaction, the Company paid to Impala $5 million as partial reimbursement of the out-of-pocket fees and expenses incurred by Impala, Siris Capital Group and their respective affiliates in connection with the execution of the Share Purchase Agreement and the Intralinks Transaction.

On November 14, 2017, Silver Holdings notified the Company pursuant to Section 3.2 of the PIPE Purchase Agreement, that Silver Holdings was exercising its right to reschedule the closing of Preferred Transaction until February 15, 2018.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended by the addition of the following:

The response to Item 4 of this Amendment No. 8 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by the addition of the following:

 

99.10		Press Release, dated as of November 14, 2017.

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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: November 16, 2017

 

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EXHIBIT 99.10

Affiliates of Siris Capital Group, LLC Complete Acquisition of Intralinks

NEW YORK, November 14, 2017 – Siris Capital Group, LLC (“Siris”) today announced that investment funds affiliated with Siris have completed the previously disclosed acquisition of Intralinks Holdings, Inc. (“Intralinks”) from Synchronoss Technologies, Inc. (“Synchronoss”) (NASDAQ: SNCR).

Leif O’Leary, the new Chief Executive Officer of Intralinks, commented: “Today marks our return as an independent company, and we are excited and energized to partner with Siris to attack the many opportunities before us. The newly refocused Intralinks is already writing the next chapter in our history with investments in a new user interface and Artificial Intelligence integrated into our platform. This is proof that we remain committed to accelerating our growth and innovation strategies. We are well positioned to execute our standalone strategic plan and continue delivering our solutions to the global banking, deal making and capital markets communities.”

Al Zollar, executive partner at Siris, commented: “Under the leadership of Leif and his executive team, I am confident that Intralinks will thrive in its next phase of growth. For more than 20 years, Intralinks has been an industry leader and innovator, and today is the next step in the company’s long and proud history in the secure enterprise collaboration space. I know that Siris is excited to welcome Intralinks to the Siris portfolio.”

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 Synchronoss 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.

Financing and Advisors

Equity financing was provided by investment funds affiliated with Siris and certain co-investors. Debt financing for the Intralinks transaction was arranged by RBC Capital Markets, Golub Capital and Macquarie Capital. Evercore, Macquarie Capital and Moelis & Company LLC acted as financial advisors to Siris. Wachtell, Lipton, Rosen & Katz acted as corporate counsel to Siris and Greenberg Traurig, LLP acted as financing counsel to Siris in connection with the transactions.

About Intralinks, Inc. | Intralinks

Intralinks is a leading financial technology provider for the global banking, deal making and capital markets communities. As pioneers of the virtual data room, Intralinks enables and secures the flow of information facilitating strategic initiatives such as mergers and acquisitions, capital raising and investor reporting. In its 20-year history Intralinks has earned the trust and business of more than 99 percent of the Global Fortune 1000 and has executed over $34.7 trillion worth of financial transactions on its platform. For more information, visit www.intralinks.com.

About Siris Capital Group, LLC | Siris Capital

Siris is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

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Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the proposed transactions between Siris and Synchronoss, including statements regarding the benefits of the proposed transactions and the anticipated timing of the proposed transactions. Forward-looking statements can be generally identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These statements reflect only Siris’ current expectations and are not guarantees of future performance or results. These statements are subject to various risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include, but are not limited to, the effect of the announcement or pendency of the proposed transactions on Intralinks’s business relationships, operating results, and business generally; the risk that revenue opportunities, cost savings, synergies and other anticipated benefits from the proposed transactions may not be fully realized or may take longer to realize than expected; and risks related to the equity and debt financing entered into in connection with the proposed transactions. These forward-looking statements speak only as of the date on which the statements were made. Siris undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Media Contact:

Dana Gorman

Abernathy MacGregor

(212) 371-5999

 

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