Syniverse Holdings Inc. is readying the launch of a $1 billion term loan B that will be used to refinance the company's capital structure in connection with its merger with a blank check company, according to sources. A lender call is scheduled for 1 p.m. ET on Tuesday, Jan. 18.
Price talk is not yet announced but note that the new term loan will have a seven-year maturity and will include six months of 101 soft call protection.
Barclays is leading the deal and Goldman Sachs, Mizuho, BofA Securities, Credit Suisse, Deutsche Bank, BNP Paribas and Societe Generale are joint bookrunners.
Syniverse announced in August an agreement to go public through a merger with special purpose acquisition company M3-Brigade Acquisition II Corp. in a transaction with an enterprise value of $2.85 billion. Under the terms of the deal, the company is expected to receive $1.165 billion in cash proceeds, including $265 million from a fully committed private investment in public equity financing and up to $400 million of cash from M3-Brigade's trust. There is also a minimum commitment of an investment of $500 million (and up to a maximum $750 million) from Twilio Inc., which entered into a strategic partnership with Syniverse in March and will become a significant minority owner. The company intends to use the cash proceeds to reduce its debt and to fund new value-added products and services.
As of Aug. 31, there was roughly $1.65 billion outstanding of Syniverse's first-lien term loan due March 2023 (L+500, 1% Libor floor) and $220 million of a second-lien term loan due March 2024 (L+900, 1% floor). As of that time the company also had fully drawn its $85.6 million revolver.
In addition to the new term loan, committed debt financing supporting the transaction also includes a new $165 million revolving credit facility.
Existing sponsor The Carlyle Group will roll 100% of its equity in the business, while new investors through the private investment in public equity investment will include funds and accounts managed by Oak Hill Advisors and Brigade Capital Management.
At close, the publicly traded company will be named Syniverse Technologies Corp. and is expected to trade on the New York Stock Exchange under the ticker SYNV.
Tampa, Fla.-based Syniverse provides interoperability and network services for wireless telecommunications carriers.
