Syniverse SPAC Presentation Deck slide image

Syniverse SPAC Presentation Deck

Summary Risk Factors (cont'd) ▪ Our financial results may be adversely affected if our intangible assets or goodwill are impaired. If we fail to maintain effective internal controls over financial reporting at a reasonable assurance level, we may not be able to accurately report our financial results and may be required to restate previously published financial information. ■ Fulfilling our obligations incident to being a public company, including compliance with the Exchange Act and the requirements of the NYSE, the Sarbanes-Oxley Act and the Dodd-Frank Act, will be expensive and time- consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price. At the conclusion of the transaction we will have three large shareholders, The Carlyle Group, Twilio, Inc. and M3-Brigade Sponsor II LP, whose interests in our business may be different than yours. Our indebtedness could adversely affect our financial health and impact our liquidity. ▪ Our failure to generate the capital necessary to expand our operations and invest in new services could reduce our ability to compete and could harm our business. There can be no assurance that M3-Brigade will be able to raise sufficient capital in the Private Placement to consummate the Proposed Business Combination or for use by the combined company following the Proposed Business Combination (the "Combined Company"). The issuance of Securities in connection with the Private Placement will substantially dilute the voting power of Combined Company's stockholders. The Securities issued in the Private Placement will not be registered upon consummation of the Proposed Business Combination and holders of such Securities will therefore be subject to various restrictions on trading. Both M3-Brigade and Syniverse will incur significant transaction costs in connection with the Proposed Business Combination. ▪ The consummation of the Proposed Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Proposed Business Combination agreement may be terminated in accordance with its terms and the Proposed Business Combination may not be completed. Syniverse will be subject to business uncertainties while the Proposed Business Combination is pending. ▪ The ability of M3-Brigade's public stockholders to exercise redemption rights with respect to a large number of its shares could increase the probability that the Proposed Business Combination may be unsuccessful. ▪ The warrants issued to M3-Brigade in connection with the Proposed Business Combination include anti-dilution provisions that may be triggered depending upon the occurrence of certain financing activities prior to the consummation of the Proposed Business Combination. ■ ■ ■ ■ Financial projections for the Combined Company are based upon available information and certain assumptions and estimates that management believe are reasonable. However, such projections may be materially different from what the Combined Company's actual results of operations and financial position will be after the completion of the Proposed Business Combination. In particular, the assumptions used in preparing financial projections may not be correct and other factors may affect the Combined Company's financial condition and results of operations following the completion of the Proposed Business Combination. ■ The ability to successfully effect the Proposed Business Combination and the Combined Company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Syniverse, all of whom we expect to stay with the Combined Company following the Proposed Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the Combined Company. If the Proposed Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of our securities or, following the consummation of the Proposed Business Combination, the Combined Company's Securities, may decline. ▪ There can be no assurance that the Combined Company's common stock will be approved for listing on the NYSE or that the Combined Company will be able to comply with the continued listing standards of the NYSE. ▪ Legal proceedings may be instituted against the Proposed Business Combination, which could delay or prevent or otherwise adversely impact the Proposed Business Combination. 42
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