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SVR > SEC Filings for SVR > Form 8-K on 29-Oct-2009All Recent SEC Filings

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Form 8-K for SYNIVERSE HOLDINGS INC


29-Oct-2009

Completion of Acquisition or Disposition of Assets


Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 23, 2009 (the "Closing Date"), Syniverse Holdings, Inc. (the "Company") completed the purchase from VeriSign, Inc. ("VeriSign"), a Delaware corporation, and certain of its foreign subsidiaries (collectively, the "Seller") the Seller's Inter-Carrier Gateway, Premium Messaging Gateway, PictureMail/Integrated Multimedia Message Service and Mobile Enterprise Solutions businesses (collectively, the "VM3 Business"), pursuant to an acquisition agreement, dated as of August 24, 2009, as subsequently amended October 2, 2009 and October 23, 2009, by and among the Company and the Seller (the "Agreement"). The purchase was completed for cash proceeds of $174.5 million, after preliminary adjustments to reflect the parties' current estimate of working capital associated with the VM3 Business as of the Closing Date. The transaction will be subject to a final adjustment to reflect the actual working capital balance as of the Closing Date.
Pursuant to the Agreement, the Company acquired (i) all of the equity interests owned by VeriSign in VeriSign ICX Corporation ("ICX"), a Delaware corporation and wholly-owned subsidiary of VeriSign, which owns a substantial portion of the VM3 Business assets and (b) certain other assets related to ICX and the VM3 Business, including (i) certain contracts, (ii) certain accounts receivable and prepaid expenses, (iii) certain office furniture, computers, servers and other equipment, (iv) ownership of or the right to use certain intellectual property,
(v) certain claims, causes of action and rights accruing after the closing of the sale and (vi) all of the Seller's and ICX's goodwill in the VM3 Business as a going concern. Certain employees of the VM3 Business became employees of ICX upon the Closing Date. A copy of the Agreement is attached hereto as Exhibits 2.1, 2.2 and 2.3. The description of the Agreement as set forth in this Current Report is qualified in its entirety by reference to the full text of the Agreement attached hereto. A copy of the press release announcing the Company's completion of the purchase of the Seller's VM3 Business is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

     Exhibit
      Number        Description

        2.1         Acquisition Agreement, dated as of August 24, 2009, by and
                    among VeriSign, Inc. and certain of its subsidiaries, and
                    Syniverse Holdings, Inc. (exhibits and schedules omitted
                    pursuant to Regulation S-K, Item 6.01(b)(2), a copy of such
                    omitted exhibits and schedules to be provided to the
                    Securities and Exchange Commission upon request).*

        2.2         Letter Amendment No. 1, dated as of October 2, 2009, by and
                    among VeriSign, Inc. and certain of its subsidiaries, and
                    Syniverse Holdings, Inc.

        2.3         Letter Amendment No. 2, dated as of October 23, 2009, by and
                    among VeriSign, Inc. and certain of its subsidiaries, and
                    Syniverse Holdings, Inc. and Syniverse Technologies Services
                    (India) Private Limited (annexes and schedules omitted
                    pursuant to Regulation S-K, Item 6.01(b)(2), a copy of such
                    omitted annexes and schedules to be provided to the
                    Securities and Exchange Commission upon request).

       99.1         Press Release of Syniverse Holdings, Inc., dated October 26,
                    2009.

* Confidential treatment has been requested with respect to portions of this exhibit.


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