Item 1.01. Entry into a Material Definitive Agreement.
On May 13, 2022, Syniverse Corporation ("Syniverse") and Twilio Inc. ("Twilio")
entered into an amendment (the "Second Amendment") to that certain Framework
Agreement filed as Exhibit 10.1 to Twilio's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2021 (the "Framework Agreement" and, as
amended from time to time, including by the Second Amendment, the "Amended
Framework Agreement"), pursuant to which certain terms, including those relating
to the quantum of new debt Syniverse incurred and the allocation of certain
expenses between subsidiaries of Syniverse, of the Framework Agreement were
amended.
Other than as expressly modified pursuant to the Second Amendment, the Framework
Agreement remains in full force and effect. The foregoing description of the
Second Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Second Amendment, a copy of which
is attached hereto as Exhibit 2.1 and which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 16, 2022, Syniverse and Twilio issued a joint press release announcing
the consummation of the transactions described under Item 8.01. A copy of the
press release is hereby furnished pursuant to Item 7.01 as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information under this Item 7.01, along with Exhibit 99.1 attached hereto,
are being furnished and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The furnishing of
Exhibit 99.1 attached hereto is not intended to constitute a determination by
Twilio that the information is material or that the dissemination of the
information is required by Regulation FD.
Item 8.01. Other Events.
On May 13, 2022, Syniverse and Twilio consummated the transactions contemplated
by the Amended Framework Agreement, pursuant to which, among other actions,
Twilio has made a minority investment of $750.0 million in Syniverse. In
addition, in connection with the consummation of the transactions contemplated
by the Amended Framework Agreement, Twilio and Syniverse entered into a
wholesale agreement, pursuant to which Syniverse will process, route and deliver
application-to-person (A2P) messages originating and/or terminating between
Twilio customers and mobile network operators. The transaction occurred
concurrently with Syniverse's consummation of additional equity and debt
financing and refinancing transactions with third parties as contemplated by the
Amended Framework Agreement.
The foregoing description of the Amended Framework Agreement does not purport to
be complete, and is qualified in its entirety by reference to the full text of
the Framework Agreement which is incorporated herein by reference and by the
Second Amendment attached hereto as Exhibit 2.1.
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Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
Exhibit
No. Description
2.1 Second Framework Agreement Letter Agreement
99.1 Press release dated May 16, 2022
104 Cover Page Interactive Data File (cover page XBRL tags are embedded
within the Inline XBRL document)
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Forward-Looking Statements.
This Current Report on Form 8-K may be deemed to contain forward-looking
statements, which are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Statements regarding future events are
based on Twilio's current expectations and are necessarily subject to associated
risks related to, among other things, negative effects relating to the
consummation of the transaction on the market price of Twilio's shares and/or
the business relationships of the parties with third parties, and general
economic conditions. Therefore, actual results may differ materially and
adversely from those expressed in any forward-looking statements. For
information regarding other related risks, see the "Risk Factors" section of
Twilio's most recent annual report on Form 10-K and quarterly reports on
Form 10-Q. The forward-looking statements included herein are made only as of
the date hereof, and Twilio undertakes no obligation to revise or update any
forward-looking statements for any reason.
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