Syniverse SPAC Presentation Deck
Proposed Transaction Summary
1
2
Valuation
▪ Pro forma enterprise value of $2.85B or 12.1x 2022E Adjusted EBITDA
1.
2.
Transaction structure
▪ Syniverse to merge with M3 Brigade through a subsidiary merger
3.
4.
5.
▪ Transaction to be funded by up to $400M cash in trust, a $265M PIPE and up to
$750M investment from Twilio¹
▪ Debt refinancing to be consummated at closing
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Material terms²
▪ Carlyle, Twilio and SPAC Sponsor subject to twelve month lock-up from closing, subject to
performance-based early release
6.
▪ Transaction funds will be used to substantially de-lever the business to ~3.7x net
leverage
▪ Portion of SPAC Sponsor shares subject to vesting earnout provisions
▪ SPAC Sponsor together with Brigade and its affiliated funds have committed $165M to the
PIPE
37.7%
Illustrative Pro Forma Ownership5 (%)
1.5%
20.9%
12.5%
3.7%
SPAC Shareholders
PIPE Investors 6
Sponsor Shares
Twilio
■Carlyle Rollover
■Other SYNV Rollover
Shares O/S
40.0m
23.9m
7.0m
45.4m
72.1m
2.9m
191.4m
Illustrative Sources & Uses ($M)
Sources
Cash from Balance Sheet
SPAC Cash in Trust³
PIPE Investors (convertible preferred)
PIPE Investors (common)
Twilio Investment¹
New Term Loan
Equity Rollover
Total Sources
Uses
Cash to Balance Sheet
Repay Existing Indebtedness
Estimated Transaction Fees4
Equity Rollover
Total Uses
23.7%
Twilio retains the right to adjust cash contribution from $750M, subject to a minimum of $500M, dollar-for-dollar to the extent that total transaction proceeds (between the PIPE and trust account) exceed $375M
Early release is triggered if the closing price of the Company's publicly-traded common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-day period following the closing; unvested Sponsor shares vest
upon the first trading day that the closing price of SPAC shares equal or exceeds $12.50 per share for any 20 trading days within any consecutive 30-day trading period following the closing
Assumes no redemptions
Represents an estimate of transaction expenses, including deferred underwriting fees, PIPE placement fees, M&A fees and debt refinancing fees. Actual amounts may vary and include expenses unknown at this time
Represents fully diluted shares outstanding at close. Assumes Twilio investment amount of $500M and no redemptions and excludes potential incremental dilution from SPAC or Sponsor warrants, unvested Sponsor shares, performance-based options,
performance-based RSU awards and out-of-the-money options. Performance-based options and performance-based RSU awards considered by Syniverse unlikely to be realized based on terms of grant
Includes PIPE convertible preferred and PIPE common equity investors; convertible ownership as if converted assuming a 15% conversion premium
$53
400
196
69
500
1,000
750
$2,968
$119
1,968
130
750
$2,968
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