Synchronoss Technologies, Inc. Announces Pricing of $100 Million Public Offering of Common Stock
25 June 2021 - 9:00PM
Synchronoss Technologies, Inc. (SNCR) (the “Company” or
“Synchronoss”), a global leader and innovator in cloud, messaging
and digital products and platforms, today announced the pricing of
an underwritten public offering of 38,461,538 shares of its common
stock at a public offering price of $2.60 per share. The gross
proceeds from the offering, before deducting underwriting discounts
and commissions and offering expenses payable by Synchronoss, are
expected to be $100 million. In addition, Synchronoss has granted
the underwriters a 30-day option to purchase up to 3,846,154
additional shares of common stock at the public offering price,
less the underwriting discounts and commissions.
All of the shares in the offering are being sold by Synchronoss.
Synchronoss anticipates using the net proceeds from the offering,
and from the offering of Senior Notes and sale of Series B
Preferred Stock (each as described below), to fully redeem all
outstanding shares of Synchronoss’ Series A Convertible
Participating Perpetual Preferred Stock and repay amounts
outstanding under Synchronoss’ revolving credit facility. The
offering is expected to close on or about June 29, 2021, subject to
satisfaction of customary closing conditions.
B. Riley Securities, Inc. (“BRS”) is acting as the lead
underwriter and sole book-running manager for the offering.
Northland Capital Markets is acting as co-manager for the
offering.
Concurrently with the offering, the Company is offering, by
means of a separate prospectus supplement, $120 million aggregate
principal amount of senior notes due 2026 (the “Senior Notes”). In
addition, B. Riley Principal Investments, LLC (“BRPI”), an
affiliate of BRS, has entered into an agreement pursuant to which
BRPI has agreed to purchase $75.0 million of the Company’s Series B
Preferred Stock in a private transaction to be completed
concurrently with the closing of the offering.
The shares of common stock described above are being offered by
Synchronoss pursuant to a shelf registration statement on Form S-3
previously filed with the Securities and Exchange Commission (SEC)
and declared effective by the SEC on August 28, 2020. A preliminary
prospectus supplement relating to and describing the terms of the
offering is filed with the SEC and is available on the SEC’s web
site at www.sec.gov. The final terms of the offering will be
disclosed in a final prospectus supplement to be filed with the
SEC. Copies of the final prospectus supplement (when available) and
accompanying prospectus relating to these securities may also be
obtained by sending a request to: B. Riley Securities, Inc., at
1300 North 17th Street, Suite 1300, Arlington, VA 22209 or by
calling (703) 312‐9580 or by emailing
prospectuses@brileyfin.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Synchronoss
Synchronoss Technologies (NASDAQ: SNCR) builds software that
empowers companies around the world to connect with their
subscribers in trusted and meaningful ways. The company’s
collection of products helps streamline networks, simplify
onboarding, and engage subscribers to unleash new revenue streams,
reduce costs and increase speed to market.
Safe Harbor Statement
This release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, including but not limited to statements regarding the
closing of the public offering and the anticipated use of the
proceeds thereof. These forward-looking statements are subject to a
number of risks, including the satisfaction of customary closing
conditions related to the public offering and the risk factors set
forth from time to time in Synchronoss’ SEC filings, including but
not limited to the risks that are described in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” sections (as applicable) of Synchronoss’
Annual Report on Form 10-K for the year ended December 31, 2020 and
Quarterly Report on Form 10-Q for the period ended March 31, 2021,
which are on file with the SEC and available on the SEC’s website
at www.sec.gov. In addition to the risks described above and in
Synchronoss’ other filings with the SEC, other unknown or
unpredictable factors also could affect Synchronoss’ results. No
forward-looking statements can be guaranteed and actual results may
differ materially from such statements. The information in this
release is provided only as of the date of this release, and
Synchronoss undertakes no obligation to update any forward-looking
statements contained in this release on account of new information,
future events, or otherwise, except as required by law.
Media
Diane RoseCCgroupsynchronoss@ccgrouppr.com
Investors
Todd Kehrli/Joo-Hun KimMKR Investor Relations,
Inc.investor@synchronoss.com
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