UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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.
| Item 9.01. | Financial Statements and Exhibits. |
d) Exhibits.
| Exhibit |
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) | |
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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TWILIO INC. | ||
| By: | /s/ Khozema Z. Shipchandler | |
| Name: | Khozema Z. Shipchandler | |
| Title: | Chief Operating Officer | |
Date: May 16, 2022