Benzinga | Jun 24, 2021 05:33PM EDT

Synchronoss Technologies Announces Proposed $100M Public Offering Of Common Stock

Synchronoss Technologies, Inc. (SNCR) (the "Company" or "Synchronoss"), a global leader and innovator in cloud, messaging and digital products and platforms, today announced that the Company intends to offer and sell, subject to market and other conditions, $100 million of shares of its common stock in an underwritten public offering. Synchronoss also expects to grant the underwriters a 30-day option to purchase up to an additional $10 million of shares of common stock sold in the offering, at the public offering price, less the underwriting discounts and commissions. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.



All of the shares in the offering are to be sold by Synchronoss, with net proceeds of the offering, and from the offering of Senior Notes and sale of Series B Preferred Stock (each as described below), expected to be used to fully redeem all outstanding shares of Synchronoss' Series A Convertible Participating Perpetual Preferred Stock and repay amounts outstanding under Synchronoss' revolving credit facility.

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 will be filed with the SEC and will be available on the SEC's web site at www.sec.gov. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC. When available, copies of the preliminary prospectus supplement 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) 3129580 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.