UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Synchronoss Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 par value
(Title of Class of Securities)
87157B103
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90025
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 10, 2023
(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. ☐
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.
| CUSIP No. 87157B103 |
| 1 |
NAME OF REPORTING PERSONS B. Riley Financial, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 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 12,080,499 | |
9
|
SOLE DISPOSITIVE POWER 0 | |
10
|
SHARED DISPOSITIVE POWER 12,080,499 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,080,499 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%* |
| 14 |
TYPE OF REPORTING PERSON HC |
| * | Percent of class is calculated based on 90,866,207 shares of common stock, par value $0.0001 (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Issuer”) outstanding as of November 7, 2022, as reported by the Issuer in its Current Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2022. (the “10-Q”). |
2
| CUSIP No. 87157B103 |
| 1 |
NAME OF REPORTING PERSONS B. Riley Securities, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 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 12,080,499 | |
9
|
SOLE DISPOSITIVE POWER 0 | |
10
|
SHARED DISPOSITIVE POWER 12,080,499 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,080,499 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%* |
| 14 |
TYPE OF REPORTING PERSON BD |
| * | Percent of class is calculated based on 90,866,207 shares of Common Stock of the Issuer outstanding as of November 7, 2022, as reported by the Issuer in the 10-Q. |
3
| CUSIP No. 87157B103 |
| 1 |
NAME OF REPORTING PERSONS Bryant R. Riley |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS PF, AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
|
SOLE VOTING POWER 923,602 |
8
|
SHARED VOTING POWER 12,080,499 | |
9
|
SOLE DISPOSITIVE POWER 923,602 | |
10
|
SHARED DISPOSITIVE POWER 12,080,499 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,004,101 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%* |
| 14 |
TYPE OF REPORTING PERSON IN |
| * | Percent of class is calculated based on 90,866,207 shares of Common Stock of the Issuer outstanding as of November 7, 2022, as reported by the Issuer in the 10-Q. |
4
This Amendment No. 3 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2021, as amended by Amendment No. 1 filed on October 29, 2021 and Amendment No. 2 filed on March 15, 2022 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Synchronoss Technologies Inc., a Delaware corporation (the “Issuer or “Company”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 of the Schedule 13D are hereby amended to add the following:
As previously reported, the Reporting Persons acquired the Common Stock, as well as other securities of the Issuer, described in this Schedule 13D for investment purposes, and the Reporting Persons review the performance of the Issuer and their investment in the Issuer on a continuing basis. As a result of that review, on March 10, 2023, BRF (one of the Reporting Persons) made a non-binding proposal to the Board of Directors of the Issuer to acquire the outstanding shares of Common Stock not owned by Issuer or its affiliates at a price per share of $1.15 (the “Proposal”). The offer letter indicates that the Proposal is subject to execution of a definitive transaction agreement and completion of a due diligence review of the Issuer by BRF. A copy of the Reporting Person’s letter to the Board of Directors of the Issuer is attached hereto as Exhibit 3.
The Reporting Persons (and their affiliates) may, directly or indirectly, take such additional steps as they may deem appropriate from time to time in connection with the Proposal, including, without limitation, engaging in discussions with the Board of Directors and other shareholders, entering into confidentiality agreements and other agreements, arrangements and understandings in connection with the proposed transaction, and engaging professional advisors. The Proposal may result in one or more of the matters specified in clauses (a) – (j) of Item 4 of Schedule 13D. There can be no assurances that any discussions among the Reporting Persons (or their affiliates) and the Board or other representatives of the Issuer or any other persons relating to the Proposal will take place or that any transaction will result from the Proposal or any such discussions. The Proposal is non-binding, and the Reporting Persons (or their affiliates) are under no obligation to engage in any discussions or consummate any transaction. The Reporting Persons may determine to change the terms of the Proposal, withdraw the Proposal or otherwise change their intentions with respect to the Issuer, in each case, at any time and without prior notice.
ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.
Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated as follows:
(a) – (b)
| 1. | As of the date hereof, BRS beneficially owned directly 12,080,499 shares of Common Stock, representing 13.3% of the Issuer’s Common Stock. | |
| 2. | BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS. |
| 3. | Bryant R. Riley may be deemed to indirectly beneficially own 923,602 shares of Common Stock representing 1.0% of the Issuer’s Common Stock, of which (i) 913,774 shares received upon distribution from a limited partnership are held jointly with his wife, Carleen Riley, (ii) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Abigail Riley, (iii) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Charlie Riley, (iv) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Eloise Riley, and (v) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 12,080,499 shares of Common Stock, representing 13.3% of the Issuer’s Common Stock outstanding held directly by BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS in each case except to the extent of his pecuniary interest therein. |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit No. | Description | |
| 3* | Proposal Letter from B. Riley Financial, Inc. to the Board of Directors of the Issuer dated March 10, 2023 |
| * | Filed herewith. |
5
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 13, 2023
| B. RILEY FINANCIAL, INC. | |
| /s/ Bryant Riley | |
| Name: Bryant Riley | |
| Title: Co-Chief Executive Officer |
| B. RILEY SECURITIES, INC. | |
| /s/ Andrew Moore | |
| Name: Andrew Moore | |
| Title: Chief Executive Officer | |
| /s/ Bryant R. Riley | |
| Name: Bryant R. Riley |
6
SCHEDULE A
Executive Officers and Directors of B. Riley Financial, Inc.
| Name and Position | Present Principal Occupation | Business Address | Citizenship | |||
| Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer |
Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Thomas J. Kelleher Co-Chief Executive Officer and Director |
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Phillip J. Ahn Chief Financial Officer and Chief Operating Officer |
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Kenneth Young President |
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Alan N. Forman Executive Vice President, General Counsel and Secretary |
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. | 299 Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
| Howard E. Weitzman Senior Vice President and Chief Accounting Officer |
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Robert L. Antin Director |
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Tammy Brandt Director |
Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Robert D’Agostino Director |
President of Q-mation, Inc., a supplier of software solutions | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Renée E. LaBran Director |
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund |
11100 Santa Monica Blvd. |
United States | |||
| Randall E. Paulson Director |
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm |
11100 Santa Monica Blvd. |
United States | |||
| Michael J. Sheldon Director |
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired |
11100 Santa Monica Blvd. |
United States | |||
| Mimi Walters Director |
U.S. Representative from California’s 45th Congressional District – Retired | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States |
7
Exhibit 3
 |
11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileyfin.com |
March 10, 2023
Board of Directors
Synchronoss Technologies Inc.
200 Crossing Blvd.
Bridgewater, NJ 08807
| Attention: | Jeff Miller | |
| President and CEO |
Re: Proposed Transaction
Dear Jeff:
B. Riley Financial, Inc. (“we” or “B. Riley”) is pleased to submit this non-binding proposal with respect to the potential acquisition of Synchronoss Technologies, Inc. (the “Company”).
As you know, we are a publicly traded company (NASDAQ: RILY) and operate through several wholly owned subsidiaries which offer a range of financial services (investment banking, brokerage, asset valuation/appraisal/disposition and other advisory services) and communication services. Since becoming a publicly traded entity in June 2014, B. Riley has demonstrated strong growth in both revenues and operating income. We currently have a market capitalization of $1 billion, with assets of $6.1 billion at December 31 2022 and operating revenue of $1.32 billion for the year ended 2022. In addition, we have a proven track record of successfully executing on the acquisition and integration of several businesses where we have created value through materially improving operations and increasing cash flow, including Great American Group, United Online, Inc., FBR and Co., magicJack, Lingo Management, Bullseye Telecom and Targus.
Further, we understand and recognize the Company’s value having assisted it in 2021 with its corporate restructuring by raising necessary capital through the sale of the Company’s common and preferred stock and baby bonds. Indeed, we have clearly demonstrated our commitment to the Company by investing a total of over $146 million in these securities and nominating Martin Bernstein, our Head of Private Investments, as a board and committee member.
Our proposal is as follows:
| 1. | Purchase Price. Subject to the completion of our due diligence review and the satisfaction of other customary conditions, we propose that a B. Riley subsidiary merge with the Company, pursuant to which we will pay cash consideration of $1.15 per share for each share of Company common stock outstanding (the “Purchase Price”), representing a 39% premium to the volume weighted average price over the last 120 days (the “Proposed Transaction”). |
B. Riley Financial, Inc.
Page 2
| 2. | Financing. We intend to fund the Purchase Price with cash and will not require a financing contingency in the definitive transaction agreement. As reported in our earnings release dated February 22, 2023, we had $268 million in cash as of December 31, 2022. |
| 3. | Proposed Transaction Structure. We would expect to effect a reverse triangular merger with a newly formed wholly owned subsidiary of B. Riley merging with and into the Company. |
| 4. | Due Diligence and Timing. Given our history with the Company, we are very familiar with the Company’s business and the industry in which it operates. As a result, we expect to complete our diligence review during the next 30 days. We have retained Sullivan & Cromwell LLP as our outside counsel on this transaction to commence legal due diligence and to draft the definitive agreement with your counsel promptly following the acceptance of this proposal. We are prepared to sign the definitive agreement within the next 30 days. |
| 5. | Approvals. We expect that a HSR pre-merger notification filing will be required to be submitted to the FTC and DOJ and that other customary approvals applicable to the Company’s business and the Proposed Transaction will be secured before closing. |
| 6. | Post-Closing Plans. We expect to retain key management personnel following the closing of the Proposed Transaction and are prepared to set up a call with your advisors to discuss our plans. |
This letter is non-binding and the Proposed Transaction is subject to the negotiation and execution of a definitive agreement. We are very excited about the opportunity to combine our businesses. Please contact the undersigned should you have any questions or would like additional information with respect to this proposal.
Sincerely,
| B. Riley Financial, Inc. | ||
| By | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |
| Title: | Co-CEO | |