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MBAC (M3-Brigade Acquisition II Corp.) is no longer actively trading.
This usually means the company was acquired and taken private, delisted from its exchange, or its ticker has been retired. Every price, valuation, dividend, and analyst figure on this page is frozen at the last available trading session and reads as historical reference — not a current-day signal.
NEW YORK , Nov. 30, 2023 /PRNewswire/ -- M3-Brigade Acquisition II Corp., a Delaware corporation (the "Company") (NYSE: MBAC) which is a special purpose acquisition company, today announced that it has determined to redeem all of its outstanding Class A common stock, par value $0.0001 per share, previously issued to the public (the "Public Shares"), with such redemption anticipated to be effective on or about December 13, 2023, because the Company will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation (the "Charter"), filed with the U.S. Securities and Exchange Commission (the "Commission") on March 10, 2021. The Company expects the last day of trading of its Public Shares, units and warrants to be on or about December 8, 2023.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse Corporation (“Syniverse” or the “Company”), the “world’s most connected company”TM and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, has successfully completed the syndication of $1,000 million new senior secured term loan commitments (the “Term Loan”) to refinance its capital structure, subject to customary conditions, including satisfactory definitive documentation. The financing will be used in connection with and contingent upon the Company's merger with M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”), a special purpose acquisition company or “SPAC”. The financing also includes a $165 million, five-year senior secured revolving credit facility (“RCF” and together with the Term Loan, the “Credit Facilities”). Summary of key terms for the Term Loan: · Secured Overnight Funding Rate (SOFR) plus 4.25% (subject to a 50-basis point SOFR floor) with 1.00% original issue discount · No Credit Spread Adjustment (CSA) included · Environmental, Social & Governance (ESG) metric-based step-down in the Term Loan interest rate margin of 7.5 basis points subject to meeting a specified target in the new credit agreement for the Credit Facilities · 2029 Final Maturity with a standard 1.0% annual principal amortization and 101 soft call provision for six months from date of closing · B2 Rating from Moody’s Investor Service and B- Rating from Standard & Poor’s on both the Term Loan and RCF Syndication of the new term loans was approximately 2.1x times oversubscribed with 48 investors in the final order book. As a result, the refinancing priced at the lower end of initial expectations. “We are very pleased with the better than expected execution we realized on these credit facilities,” said Simeon Irvine, Syniverse CFO. “Our future shareholders stand to benefit from a substantial reduction in our interest rates and contingent on our proposed merger with MBAC, our gross debt will reduce by half.” “The enhanced financial flexibility this refinancing provides will enable both continued deleveraging through improved Free Cash Flow generation and heightened reinvestment in innovation to spur faster growth. We look forward to merging with MBAC, and as a public company, providing guidance on Free Cash Flow for 2022 on our 1st Quarter earnings call in April,” Irvine said. Barclays Bank PLC acts as Joint Lead Arranger and Joint Bookrunner on the Term Loan, together with Goldman Sachs Bank USA, Mizuho Bank, Ltd., BofA Securities, Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp. and Société Générale. Barclays Bank PLC will also be the Administrative Agent. In August 2021, Syniverse announced its plan to go public through a merger agreement with MBAC. Syniverse and MBAC announced on January 10, 2022, that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.” About Syniverse Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for over 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers. About MBAC MBAC is a special purpose acquisition corporation formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. MBAC is led by key executives of M3 Partners, LP, a leading financial advisory services firm that specializes in assisting companies at inflection points in their growth cycle, and Brigade Capital Management, LP, a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $30 billion in assets under management. Forward-Looking Statements This press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of MBAC and Syniverse and anticipated impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings or regulatory inquiries that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s Quarterly Reports on Form 10-Q and the definitive proxy statement, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC. MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based. Information About the Proposed Transaction and Where to Find It In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the SEC. MBAC’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials contain important information about MBAC, Syniverse and the proposed transaction. MBAC has mailed the definitive proxy statement to the stockholders of MBAC as of January 6, 2022, the record date established for the proposed transaction. MBAC Stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, at the SEC’s website at https://www.sec.gov/, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019. Participants in the Solicitation MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at https://www.sec.gov/. Additional information regarding the interests of such participants is contained in the proxy statement. Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction have been included in the proxy statement for the proposed business combination. No Offer or Solicitation This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse, the “world’s most connected company”™ and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, today announced it is partnering with Verizon to implement Syniverse’s Evolved Mobility solution. The Evolved Mobility solution empowers Verizon to grow international roaming revenues and enable new roaming partner access to America’s largest and most reliable network. With Syniverse’s Evolved Mobility solution, Verizon can now serve inbound roamers with Voice over LTE (“VoLTE”) enabled devices from international mobile operators who have not yet launched VoLTE on their network. Syniverse’s Evolved Mobility will enable Verizon to build new roaming relationships with international mobile operators it has never been able to service before. Evolved Mobility facilitates voice and short message service (“SMS”), clearing and settlement, and global testing services for a full end-to-end solution. Syniverse and Verizon are actively working together to onboard global mobile operators and to allow seamless roaming into Verizon’s network for travelers visiting the United States via the Syniverse Evolved Mobility solution. For more than three decades and since 1G, Syniverse has managed the transition from each generation of mobile network technologies. With Evolved Mobility, Syniverse will continue to drive innovation and interoperability across the mobile ecosystem. In August 2021, Syniverse announced its plan to go public through a merger agreement with M3-Brigade Acquisition II Corp. (NYSE: MBAC). On January 10, 2022, Syniverse and MBAC announced that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.” CLICK TO TWEET: News alert: @Syniverse, the world’s most #connected company, helps @Verizon expand its inbound international #roaming revenues via #syniverse #evolvedmobility. #verizon #networktechnology https://bit.ly/2WzS6SZ Supporting Quotes Ronita Mathias, VP Commercial Finance / Roaming Services, Verizon “We are excited about the capabilities that Syniverse’s Evolved Mobility solution brings to Verizon, as we continue to rapidly expand the number of international operators we are partnering with for roaming in the USA. Evolved Mobility will allow us to connect with those operators who are not quite ready with a VoLTE solution of their own, opening up the opportunity for additional operators to get access to America’s most reliable network.” John McRae, President, Carrier, Syniverse “Syniverse welcomes the opportunity to help Verizon increase inbound roaming. Our Syniverse Evolved Mobility solution enables Verizon to connect with global mobile operators that do not have the voice-connecting technology known as Voice over Long-Term Evolution, or VoLTE roaming, allowing Verizon to seamlessly support inbound roamers onto a Verizon network and giving them a consistent mobile user experience when traveling in the USA.” Digital Assets [Photo] John McRae [Image] Syniverse logo Supporting Resources Read about Verizon. Read about Syniverse. Read about John McRae. Read and subscribe to the Syniverse Blog. Read and subscribe to Syniverse news releases. For more information about Syniverse’s news and activities, follow the company on Twitter, LinkedIn and Facebook. About Syniverse Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for more than 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers. Forward-Looking Statements This press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of MBAC and Syniverse and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s Quarterly Reports on Form 10-Q and the proxy statement, discussed above, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC. MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based. Information About the Proposed Transaction and Where to Find It In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the SEC. MBAC’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials will contain important information about MBAC, Syniverse and the proposed transaction. MBAC has commenced mailing of the definitive proxy statement to the stockholders of MBAC as of January 6, 2022, the record date established for the proposed transaction. MBAC Stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge at the SEC’s website at https://www.sec.gov/, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019. Participants in the Solicitation MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at https://www.sec.gov/. Additional information regarding the interests of such participants is contained in the proxy statement. Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction have been included in the proxy statement for the proposed business combination. No Offer or Solicitation This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse Corporation (“Syniverse” or the “Company”), the “world’s most connected company”TM and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, is pleased to announce the publication of its inaugural Environmental, Social and Governance (“ESG”) Annual Report (“The Report”), detailing the company’s ESG strategy and performance for the 2020 calendar year. “We are proud to publish our inaugural ESG report, which reflects our commitment to communicating with our stakeholders transparently and providing regular updates on the progress we are making in reducing our environmental impact and improving the impact our technology has on the planet and the communities we serve,” said Syniverse CEO Andrew Davies. “Syniverse plays a critical role in the global mobile ecosystem, and as such we have a responsibility to ensure our business operates sustainably and benefits all stakeholders.” “Syniverse’s strategic approach to ESG is focused on driving long-term business value, which requires sustainability and responsible business practices to be embedded in everything we do,” said Kevin Beebe, Chairman of Syniverse’s Nominating and Corporate Governance Committee and Board member with responsibility for ESG topics. “As a company whose technologies connect the world, we take very seriously our responsibility to connect with our employees, communities and environment to support their development and protect their well-being.” Syniverse conducted an inaugural materiality assessment to identify and prioritize key non-financial topics for its business and stakeholders. The Company’s resulting ESG strategy and framework is titled “RISE,” an acronym that identifies the four areas critical to its long-term sustainability and success. These comprise: Responsibility to promote ethical practices Inclusive culture for employees and global community Service integrity in performance, security, and privacy Environmental performance that protects the world Highlights of The Report include: Responsibility: 100% of employees completed anti-bribery and corruption and Code of Conduct training No legal proceedings initiated and no monetary losses from anti-competitive behavior Adoption of and adherence to the UK Modern Slavery Act of 2015 Inclusivity: 71% of employees described Syniverse as a “great place to work” 87% of employees felt they can be their “authentic selves” at work Established objectives to improve employee and Board of Directors’ diversity Service integrity: 16% Improvement in Net Promoter Score from 2019 (36 to 42) Average service uptime of 99.85% 97% Customer support rating (Good or Excellent) Environmental: 39% reduction in Scope 1 Greenhouse gas emissions from 2019 and by 20% from 2010 (baseline year) Improved Carbon Disclosure score from C to B- Continued disclosure of Scope 1, 2, and 3 emissions to CDP The full report is available here. Reporting methodology is informed by leading sustainability and reporting frameworks including Global Reporting Initiative Standards, United Nations Sustainability Goals, Sustainability Accounting Standards Board and Carbon Disclosure Project (CDP). In August 2021, Syniverse announced its plan to go public through a merger agreement with M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”) a special purpose acquisition company, or SPAC. Syniverse and MBAC announced on January 10, 2022, that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.” About Syniverse Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for over 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers. About M3-Brigade Acquisition II Corp MBAC is a special purpose acquisition corporation formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. MBAC is led by key executives of M3 Partners, LP, a leading financial advisory services firm that specializes in assisting companies at inflection points in their growth cycle, and Brigade Capital Management, LP, a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $30 billion in assets under management. Forward-Looking Statements This press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of Syniverse and anticipated impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements are not guaranteeing of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s definitive proxy statement, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC. MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based. Information About the Proposed Business Merger and Where to Find It In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the SEC. MBAC’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN FILED IN CONNECTION WITH THE PROPOSED TRANSACTION, AS THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT MBAC, SYNIVERSE AND THE PROPOSED TRANSACTION. MBAC HAS COMMENCED MAILING OF THE DEFINITIVE PROXY STATEMENT TO THE STOCKHOLDERS OF MBAC AS OF JANUARY 6, 2022. THE RECORD DATE ESTABLISHED FOR THE PROPOSED TRANSACTION. MBAC Stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019. Participants in the Solicitation MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at www.sec.gov. Additional information regarding the interests of such participants is contained in the proxy statement. Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction have been included in the proxy statement for the proposed business combination. No Offer or Solicitation This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
NEW YORK & TAMPA, Fla.--(BUSINESS WIRE)--M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”), a special purpose acquisition corporation, announced today that it has set a meeting date of February 9, 2022 for its special meeting (the "Special Meeting") to approve the previously announced proposed business combination (the "Business Combination") with Syniverse Corporation (“Syniverse”), the “world’s most connected company”TM and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises. Holders of record of MBAC common stock as of the close of business on January 6, 2022 (the “Record Date”) will be entitled to receive notice and to vote at the Special Meeting. “We are excited to reach this important milestone and look forward to successfully completing the proposed business combination with MBAC,” said Andrew Davies, CEO of Syniverse. “We appreciate the support from MBAC and all of our investors, who share our belief that Syniverse is well positioned to capitalize on the secular growth opportunities from mobile messaging and 5G that our solutions enable.” “With interoperability enabling software, inter-carrier connectivity and quality at global scale to provide what mobile enterprises and carriers require, we believe Syniverse is well positioned for long-term, sustainable growth,” said Mohsin Y. Meghji, Chairman of the Board of Directors and Chief Executive Officer of MBAC. “We are excited to present the business combination to MBAC shareholders and believe we are in the final stage of a successful conclusion of this deal.” The closing of the Business Combination is subject to approval by MBAC's stockholders and the satisfaction of certain customary closing conditions. The Business Combination is expected to close shortly after the Special Meeting. In connection with the closing of the Business Combination, MBAC will be renamed “Syniverse Technologies Corporation” and its common stock is expected to be listed on the NYSE with the ticker symbol “SYNV.” Due to the Covid-19 pandemic, the Special Meeting will be held virtually, and MBAC stockholders can attend the Special Meeting using the virtual meeting instructions set forth on their proxy cards. If any MBAC stockholder does not receive a copy of the definitive proxy statement for the Business Combination, that stockholder should contact their broker or contact MBAC's proxy solicitor, Innisfree, for assistance, toll free at (877) 800-5182 for stockholders or by collect call at (212) 750-5833 for banks and brokers. MBAC stockholders can register for the Special Meeting by visiting the following link: https://www.cstproxy.com/m3brigadeii/2022. Only MBAC stockholders with valid control numbers from their proxy cards may submit questions. MBAC stockholders will have the opportunity to submit questions both in advance of the Special Meeting and during the Special Meeting, in each case upon receipt of their proxy cards and the control numbers set forth therein. All questions should be submitted via the chat box on the virtual meeting page on the link listed above. Questions submitted in advance of the Special Meeting and during the Special Meeting will be addressed during the Special Meeting as time permits and at the sole and absolute discretion of MBAC. Questions will be addressed in the order received. About Syniverse Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for over 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers. About M3-Brigade Acquisition II Corp MBAC is a special purpose acquisition corporation formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. MBAC is led by key executives of M3 Partners, LP, a leading financial advisory services firm that specializes in assisting companies at inflection points in their growth cycle, and Brigade Capital Management, LP, a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $30 billion in assets under management. Forward Looking Statements This press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of MBAC and Syniverse and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing Covid-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s Quarterly Reports on Form 10-Q and the proxy statement discussed above, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC. MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based. Important Information about the Transaction and Where to Find It In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the SEC. MBAC’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials will contain important information about MBAC, Syniverse and the proposed transaction. MBAC has commenced mailing of the definitive proxy statement to the stockholders of MBAC as of January 6, 2022, the record date established for the proposed transaction. MBAC stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge at the SEC’s website at http://www.sec.gov, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019. Participants in the Solicitation MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at www.sec.gov. Additional information regarding the interests of such participants are contained in the proxy statement. Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement for the proposed business combination. No Offer or Solicitation This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.
SHELTON, Conn.--(BUSINESS WIRE)--TMC and Crossfire Media today announced Syniverse, the world’s most connected company, has agreed to serve as a platinum sponsor for IoT Evolution Conference and Expo, which will be held Feb. 8-11, 2022, at the Greater Fort Lauderdale/Broward Country Convention Center in Fort Lauderdale, Fla. IoT Evolution Expo is the leading event for education on the technologies, solutions and impact the Internet of Things (IoT) will have on mobile operators, enterprises, smart cities, and healthcare and manufacturing organizations. The “Future of IoT” is in intelligence. IoT Evolution Expo will show attendees how to implement the “Thinking IoT” and move businesses and mobile users into a new “Connected World.” Syniverse, headquartered in Tampa, Fla., is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally. For more than 30 years, Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed the global mobility company to address the changing needs of the mobile ecosystem. Looking to the future, Syniverse continues to innovate by harnessing the potential of emerging technologies, such as 5G, IoT, rich communications service (RCS) and Communications Platform as a Service (CPaaS) for its enterprise and mobile operator customers. In August 2021, Syniverse announced their plan to go public through a merger agreement with M3-Brigade Acquisition II Corp. (NYSE: MBAC). Upon closing of the transaction, Syniverse will be listed on the New York Stock Exchange under the ticker “SYNV.” CLICK TO TWEET: .@Syniverse, the world’s most #connected company, to showcase its #internetofthings solutions for #mobileoperators & #enterprises at @IoTEvolution. #syniverse #IoT #5G #RCS #CPaaS #IoTEvolution https://bit.ly/2WzS6SZ Supporting Quotes John McRae, President, Carrier, Syniverse “The increasing adoption of IoT across mobile operators and enterprises is not without its challenges, however, experience, network research, and technology expertise can be instrumental in addressing mobile operators’ and enterprises’ concerns. For example, the use of private networks to avoid the inherent risks of the public internet is a viable but technically complex approach. We believe that companies remain eager to adopt and realize the economic and productivity benefits but understand they can’t go at it alone in their deployments. That is why Syniverse is ready, willing, and able to help mobile operators and enterprises make the most of and achieve their IoT strategy.” Dave Rodriguez, President, Technology Marketing Corporation “We are ecstatic to welcome Syniverse as a platinum sponsor of IoT Evolution Expo 2022. Syniverse has the industry’s only complete and fully integrated product line to implement transformational technologies including 3G to VoLTE Roaming, 5G Roaming, 5G Messaging, Private Wireless Networks, and IoT Connectivity. They are the perfect partner for any IoT Evolution attendee.” Digital Assets [Photo] John McRae [Image] Syniverse logo Supporting Resources Read about Syniverse. Read about John McRae. Read and subscribe to the Syniverse Blog. Read and subscribe to Syniverse news releases. For more information about Syniverse’s news and activities, follow the company on Twitter, LinkedIn and Facebook. View keynotes, speakers, special events, exhibitors, and the entire IoT Evolution Expo conference program here. Sign up for IoT Evolution’s newsletter to receive updates on the event and industry news. Registration for IoT Evolution Expo is now open. For more information, contact Scott Kargman. For the latest IoT Evolution Expo news, updates, and information, follow the event on Twitter at @IoTEvolution. About TMC Through education, industry news, live events and social influence, global buyers rely on TMC's content-driven marketplaces to make purchase decisions and navigate markets. As a result, leading technology vendors turn to TMC for unparalleled branding, thought leadership and lead generation opportunities. Our in-person and online events deliver unmatched visibility and sales prospects for all participants. Through our custom lead generation programs, we provide clients with an ongoing stream of leads that turn into sales opportunities and build databases. Additionally, we bolster brand reputations with the millions of impressions from display advertising on our news sites and newsletters. Making TMC a 360-degree marketing solution, we offer comprehensive event and road show management services and custom content creation with expertly ghost-crafted blogs, press releases, articles, and marketing collateral to help with SEO, branding, and overall marketing efforts. For more information about TMC and to learn how we can help you reach your marketing goals, please visit www.tmcnet.com and follow us on Facebook, LinkedIn and Twitter, @tmcnet. About Crossfire Media Crossfire Media is an integrated marketing company with a core focus on future trends in technology. We service communities of interest with conferences, tradeshows, webinars, and newsletters. Crossfire Media has a partnership with Technology Marketing Corporation (TMC) to produce events and websites related to disruptive technologies. Crossfire Media is a division of Crossfire Consulting, a full-service Information Technology company based in New York.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse, the world’s most connected company, today announced it has been identified by Kaleido Intelligence as the top overall leader in mobile roaming out of the more than 35 vendors they evaluated. Kaleido Intelligence’s Vendor Hub presents the most detailed competitive intelligence available on mobile roaming. The report, which is released twice per year, highlights the strengths of vendors across the following seven services: IPX (IP eXchange) Data and Financial Clearing Analytics and Value-Added Services Roaming Hub Steering of Roaming Fraud Management and Security Sponsored Roaming In addition to being ranked the overall roaming leader, Syniverse was also the only vendor to achieve six “champion” rankings, their highest category, for IPX, Data and Financial Clearing, Analytics and Value-Added Services, Roaming Hub, Steering of Roaming, and Fraud Management and Security, in addition to one “high-flyer” ranking for Sponsored Roaming. In August, Syniverse announced that it would go public through a business combination with M3-Brigade Acquisition II Corp. (NYSE: MBAC). Upon closing of the transaction, Syniverse will be listed on the New York Stock Exchange under the ticker “SYNV.” Nitin Bhas, Chief of Strategy and Insights at Kaleido Intelligence, commented that “Kaleido assessed all vendors on a level playing field and all Champion vendors are best positioned to enable continued roaming innovation, future readiness and new business opportunities.” Syniverse’s honors were determined based on feedback provided by mobile operators to Kaleido Intelligence and a detailed analysis conducted by Kaleido analysts. The criteria used by the analysts centered on company positioning, roaming product leadership, strength and quality of the service offering, innovation, and future business prospects. Earlier this year, Kaleido Intelligence identified Syniverse as a “Best Placed Vendor to enable 5G Roaming for Operators.” Syniverse provides a 5G-ready end-to-end roaming portfolio which leverages the IPX global platform that simplifies and monetizes roaming transactions for mobile operators and their mobile users. Kaleido Intelligence is a specialist consulting and market research firm delivering telecom research at the highest level. The Kaleido Vendor Hub report provides an in-depth assessment of leading roaming partners, their product strengths, roadmap strategies and competitive analysis scoring. CLICK TO TWEET: .@Syniverse, the world’s most #connected company, selected by @kaleidointel as a #champion & overall #leader in #roaming solutions for #mobileoperators. #syniverse https://bit.ly/2WzS6SZ Supporting Quote John McRae, President, Carrier, Syniverse “Syniverse is honored by this recognition, and thankful for the confidence mobile operators around the world have in us and our roaming solutions that helps meet their service needs. Syniverse has been a strategic partner to mobile operators for more than three decades, and we are ready to assist them on their 5G journey. We accept the responsibility that comes with this honor and will continue to deliver unquestionable value to our customers.” Digital Assets [Photo] John McRae [Image] Syniverse logo Supporting Resources Read about Kaleido Intelligence. Read about Syniverse. Read about John McRae. Read and subscribe to the Syniverse Blog. Read and subscribe to Syniverse news releases. For more information about Syniverse’s news and activities, follow the company on Twitter, LinkedIn and Facebook. About Syniverse Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for over 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse Holdings, a wholly owned subsidiary of Syniverse Corporation, the “world’s most connected company”TM and the premier global technology provider of mission-critical mobile platforms for carriers and enterprises, announced financial results for the third quarter ended August 31, 2021 and nine months year to date 2021. “These are exciting times at Syniverse. During the quarter our secular growth from messaging and 5G gained momentum and we entered into a business combination agreement with M3 Brigade Acquisition II Corp. (NYSE: MBAC) that positions us to go public during fiscal Q1. Now is the time for us to reinvest in the growth opportunities presented by both the favorable trends in our industry and our unique technology solutions and skills in order to meet our customers’ evolving needs and drive our business,” commented Andrew Davies, CEO of Syniverse. Davies continued, “In the third quarter we saw strong revenue trends across both of our businesses. Revenue growth accelerated in our Enterprise business, led by Wholesale A2P messaging and our retail CPaaS services, and our Carrier business saw its second consecutive quarter of revenue growth for continuing products. Going forward, we expect an even greater future contribution from 5G-driven demand by our Carrier customers. Our outlook remains positive." Fiscal 2021 Business Outlook In accordance with a strong outlook for the remainder of the fiscal year, Syniverse expects to exceed its prior full year 2021 revenue target of $678M by approximately 10% and meet its $210M adjusted EBITDA target. Commercial Highlights Recognized by Kaleido Intelligence as the leading vendor to enable 5G roaming for mobile operators; Launched WhatsApp for businesses on the Syniverse CPaaS Concierge offering; Joined the Adobe accelerator partner program; Reached agreement with Tier One North American Operator to launch Syniverse’s “Evolved Mobility” 3G to VoLTE roaming solution; Signed agreements with a worldwide OEM and an information solution and software company to resell Syniverse’s Private Networks solution suite; Increased customers under contract for Syniverse’s Blockchain-enabled Billing and Clearing Evolution (BCE) solution. Third Quarter Financial Highlights Revenue grew 30% to $207.9 million during the third quarter of 2021, compared with $160.0 million during the comparable quarter in 2020. This represented our highest quarterly revenue since Q4 2015; Enterprise revenues accounted for 49% of total revenue in the third quarter of 2021 compared to 31% of total revenue during the comparable quarter in 2020. Direct Margin grew 6% to $114.8 million during the third quarter of 2021, compared with $108.3 million during the comparable quarter in 2020; Adjusted EBITDA grew 20% to $60.5 million during the third quarter of 2021, compared with $50.5 million during the comparable quarter in 2020; Free Cash Flow improved $6.6 million to ($4.4 million) during the third quarter of 2021, compared with ($11.1 million) during the comparable quarter in 2020. Revenues Revenues increased $47.9 million, or 30%, to $207.9 million for the three months ended August 31, 2021 from $160.0 million for the same period in 2020. Revenues from Enterprise services increased $52.8 million, or 106%, to $102.6 million for the three months ended August 31, 2021 from $49.8 million for the same period in 2020. Revenues for Global Messaging, which is composed of A2P and Ten digit long code (10 DLC), increased by $50.8 million, or 113%, because of 10 DLC and A2P volume expansion, as well as $22.3 million of incremental message termination fees charged to Syniverse by certain U.S. carriers that are passed through to Syniverse’s customers. Revenues for CPaaS (Communications Platform as a Service) Solutions, which is composed of CPaaS and Messaging as a Platform (MaaP) services, increased by $2.0 million, or 42%, primarily due to volume expansion of CPaaS services as Syniverse relaunched its platform in fiscal 2020. Revenues from Carrier services decreased $4.9 million, or 4%, to $105.3 million for the three months ended August 31, 2021 from $110.2 million for the same period in 2020. CDMA and Legacy revenues decreased by $7.0 million, to $3.7 million for the three months ended August 31, 2021. Excluding CDMA and Legacy revenues, the increase in Carrier revenues was $2.1 million. “CDMA and Legacy revenues” refer to revenues for end-of-life products driven by legacy protocols and technologies that are in the stage of sunset and forecasted to decrease substantially as a result. Direct margin Direct margin increased $6.5 million or 6% to $114.8 million for the three months ended August 31, 2021 from $108.3 million for the same period in 2020. Enterprise direct margin increased $17.7 million, or 106%, to $34.5 million for the three months ended August 31, 2021 compared to $16.8 million for the same period in 2020. The increase was attributable to revenue growth in Global Messaging services and higher margin CPaaS Solutions. Carrier direct margin decreased $11.2 million, or 12% for the three months ended August 31, 2021 to $80.3 million compared to $91.5 million for the same period in 2020. The decrease was attributable primarily to the decline in higher margin Global Network Services revenues. Please see the table on page 14 for a reconciliation from loss before provision for income taxes to Direct Margin. Adjusted EBITDA Adjusted EBITDA increased $10.0 million or 20% to $60.5 million for the three months ended August 31, 2021 from $50.5 million for the same period in 2020. Please see the table on page 13 for a reconciliation from Syniverse's net loss, the closest GAAP measure, to Adjusted EBITDA. Free Cash Flow Free Cash Flow improved by $6.6 million to ($4.4 million) for the three months ended August 31, 2021 from ($11.1) million for the same period in 2020. Net cash provided by operating activities increased $8.3 million to $9.2 million for the three months ended August 31, 2021 from $0.9 million for the same period in 2020. Capex increased by $1.6 million to $13.6 million for the three months ended August 31, 2021 from $12.0 million for the same period in 2020. Please see the table on page 13 for a reconciliation from Syniverse's net cash provided by operating activities, the closest GAAP measure, to Free Cash Flow. Nine Month Financial Highlights Revenue grew 11% to $540.0 million during the nine month period of 2021, compared with $485.4 million during the comparable period in 2020; Enterprise revenues accounted for 41% of total revenue during the nine month period of 2021 compared to 31% of total revenue during the comparable period in 2020. Direct Margin fell 5% to $317.7 million during the nine month period of 2021, compared with $333.2 million during the comparable period in 2020; Adjusted EBITDA grew 2% to $156.1 million during the nine month period of 2021, compared with $153.2 million during the comparable period in 2020; Free Cash Flow grew to $8.7 million during the nine month period of 2021, compared with ($14.8) million during the comparable period in 2020. Revenues Revenues increased $54.6 million, or 11%, to $540.0 million for the nine months ended August 31, 2021 from $485.4 million for the same period in 2020. Revenues from Enterprise increased $72.1 million, or 48%, to $222.0 million for the nine months ended August 31, 2021 from $149.9 million for the same period in 2020. Revenues for Global Messaging, which is composed of A2P and 10 DLC, increased by $65.5 million, or 48%, primarily from 10 DLC and A2P volume expansion, as well as from incremental message termination fees charged to Syniverse by certain U.S. carriers that are passed through to Syniverse’s customers. Revenues for CPaaS Solutions, which is composed of CPaaS and MaaP services, increased by $6.6 million, or 50%, primarily due to volume expansion of CPaaS services as Syniverse relaunched its platform in fiscal 2020. Revenues from Carrier services decreased $17.5 million, or 5%, to $318.1 million for the nine months ended August 31, 2021 from $335.6 million for the same period in 2020. CDMA and Legacy revenues totaling $20.3 million for the nine months ended August 31, 2021 contributed $15.8 million to the revenue decrease over the prior year period. Excluding CDMA and Legacy revenues, the decrease in Carrier revenues was $1.7 million. “CDMA and Legacy revenues” refer to revenues for end-of-life products driven by legacy protocols and technologies that are in the stage of sunset and forecasted to decrease substantially as a result. Direct margin Direct margin decreased $15.5 million or 5% to $317.7 million for the nine months ended August 31, 2021 from $333.2 million for the same period in 2020. The decrease was attributable primarily to mix shift to messaging revenues in Carrier and Enterprise segments from Network and Outsourced Carrier Services related revenues. Enterprise direct margin for the nine months ended August 31, 2021 increased $24.5 million, or 50% to $73.1 million compared to $48.6 million for the nine months ended August 31, 2020. The increase was attributable to revenue growth in Global Messaging services and higher margin CPaaS Solutions. Carrier direct margin for the nine months ended August 31, 2021 decreased $40.0 million, or 14%, to $244.7 million compared to $284.6 million for the nine months ended August 31, 2020 primarily as a result of decreases in Global Network Services and Outsourced Carrier Solutions revenues. Please see the table on page 14 for a reconciliation from loss before provision for income taxes to Direct Margin. Adjusted EBITDA Adjusted EBITDA increased $2.9 million or 2% to $156.1 million for the nine months ended August 31, 2021 from $153.2 million for the same period in 2020. Please see the table on page 13 for a reconciliation from Syniverse's net loss, the closest GAAP measure, to Adjusted EBITDA. Free Cash Flow Free Cash Flow increased $23.5 million to $8.7 million for the nine months ended August 31, 2021 from ($14.8) million for the same period in 2020. Net cash provided by operating activities increased $9.9 million or 36% to $37.5 million for the nine months ended August 31, 2021 from $27.6 million for the same period in 2020. Capex decreased by $13.6 million or 32% to $28.8 million for the nine months ended August 31, 2021 from $42.4 million for the same period in 2020. Please see the table on page 13 for a reconciliation from Syniverse's net cash provided by operating activities, the closest GAAP measure, to Free Cash Flow. Syniverse defines Free Cash Flow as net cash provided by operating activities minus capital expenditures. Impact of COVID-19 The COVID-19 pandemic continues to impact roaming volumes, and we expect that it may continue to impact our business. The continued impact of COVID-19 will depend significantly on the duration and potential cyclicality of the health crisis and the related public policy actions, the length and severity of the global economic slowdown and the impacts to our customers over the longer term. Business Combination Transaction On August 16, 2021, Syniverse Corporation entered into a merger agreement with M3 Brigade Acquisition II Corp. (“MBAC”). The business combination is expected to close during the fourth quarter of calendar 2021. Upon closing of the transaction, the combined company intends to change its name to Syniverse Technologies Corporation and trade on the NYSE under the ticker symbol “SYNV.” Conference call Syniverse’s Management team will hold a conference call to discuss its fiscal Q3 2021 financial and operating results with Investors and Analysts at 08:00 ET today, Friday October 8th. North American Toll Free +1 833 470 1428 North American Toll/International +1 404 975 4839 Access code: 256249 An audio replay will be available starting at 11:00 ET Monday October 8th by dialing +1 844 385 9377 North American Toll Free or +1 678 216 4250 North American Toll/International and using access code 590362#. A recording will be available in due course on MBAC’s Investor Relations website at https://www.m3-brigade.com/ About Syniverse Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for over 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers. Non-GAAP Financial Measures In this press release, the Company includes Direct Margin, which is a measure used to evaluate the operating performance of the Company’s segments, and Adjusted EBITDA and Free Cash Flow, which are non-GAAP performance measures that the Company uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the Securities and Exchange Commission (“SEC”), the Company has provided herein a reconciliation of the non-GAAP financial measure contained in this press release to the most directly comparable measure under GAAP. The Company’s management believes Direct Margin, Adjusted EBITDA and Free Cash Flow are useful in evaluating its operating performance and is similar to measures reported by publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. By providing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s profitability for the periods presented. Direct Margin, Adjusted EBITDA and Free Cash Flow are not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. The Company defines and calculates Direct Margin as Revenues less direct variable costs of operations (“Direct Costs”). These Direct Costs include Message Termination (MT) fees, revenue share fees, variable data processing costs, and off-network database query charges. The Company defines and calculates Adjusted EBITDA as net loss before net Other expense, Provision for (or benefit from) income taxes, Depreciation and amortization expense, Restructuring expense, Non-cash stock-based compensation, Other expenses, Consulting fee and related expense. The Company defines and calculates Free Cash Flow as Net Cash provided by (or used in) operating activities less Cash Capital expenditures. Forward-Looking Statements This press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of MBAC and Syniverse and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s preliminary proxy statement, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC. MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based. Information About the Proposed Business Merger and Where to Find It In connection with the proposed transaction, MBAC has filed a preliminary proxy statement and plans to file a definitive proxy statement with the SEC. MBAC’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, THE AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN FILED IN CONNECTION WITH THE PROPOSED TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT MBAC, SYNIVERSE AND THE PROPOSED TRANSACTION. When available, the definitive proxy statement will be mailed to the stockholders of MBAC as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019. Participants in the Solicitation MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC will be filed in the proxy statement for the proposed transaction and available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed transaction when available. Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement for the proposed business combination. No Offer or Solicitation This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended. SYNIVERSE HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS) Three Months Ended August 31, Nine Months Ended August 31, 2021 2020 2021 2020 Revenues $ 207,946 $ 160,041 $ 540,049 $ 485,437 Costs and expenses: Cost of operations (excluding depreciation and amortization shown separately below) 120,628 81,545 305,168 243,621 Sales and marketing 12,837 14,860 37,995 46,827 General and administrative 19,243 25,391 66,072 70,622 Depreciation and amortization 18,130 28,549 60,620 83,752 Restructuring expense 1,562 15,887 3,920 18,571 172,400 166,232 473,775 463,393 Operating income (loss) 35,546 (6,191 ) 66,274 22,044 Other (expense) income, net: Interest expense (40,759 ) (42,658 ) (121,694 ) (128,654 ) Equity income (loss) in investees 867 (619 ) (325 ) (1,003 ) Other, net 3,008 (5,472 ) (661 ) (3,854 ) (36,884 ) (48,749 ) (122,680 ) (133,511 ) Loss before provision for income taxes (1,338 ) (54,940 ) (56,406 ) (111,467 ) Provision for income taxes 2,452 960 5,033 7,375 Net loss (3,790 ) (55,900 ) (61,439 ) (118,842 ) Net income attributable to noncontrolling interest 1,692 204 2,242 149 Net loss attributable to Syniverse Holdings, Inc. $ (5,482 ) $ (56,104 ) $ (63,681 ) $ (118,991 ) SYNIVERSE HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (IN THOUSANDS) Three Months Ended August 31, Nine Months Ended August 31, 2021 2020 2021 2020 Net loss $ (3,790) $ (55,900) $ (61,439) $ (118,842) Other comprehensive income (loss), net of tax (1): Foreign currency translation adjustments (14,046) 27,751 (4,098) 25,618 Changes related to cash flow derivative hedges 5,358 6,502 15,668 (1,902) Changes in unrecognized pension cost 32 27 95 (4,874) Total Other comprehensive (loss) income (8,656) 34,280 11,665 18,842 Total Comprehensive loss (12,446) (21,620) (49,774) (100,000) Less: comprehensive income attributable to noncontrolling interest 1,632 341 2,328 91 Comprehensive loss attributable to Syniverse Holdings, Inc. $ (14,078) $ (21,961) $ (52,102) $ (100,091) (1) There was no income tax provision or benefit on the components of other comprehensive income (loss) for the three and nine months ended August 31, 2021 and 2020 as a result of income tax valuation allowances. SYNIVERSE HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Nine Months Ended August 31, 2021 2020 Cash flows from operating activities Net loss $ (61,439) $ (118,842) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 60,620 83,752 Amortization of original issue discount and deferred financing costs 6,686 6,283 Allowance for credit memos and uncollectible accounts 1,003 3,228 Deferred income tax expense 4,022 2,486 Stock-based compensation 6,979 12,536 Unrealized foreign currency transaction (gain) loss (332) 3,938 Other, net 11,341 6,476 Changes in operating assets and liabilities: Accounts receivable (11,033) 20,419 Income tax receivable or payable (1,395) (749) Prepaid and other current assets (21,693) (2,673) Accounts payable 23,502 4,710 Accrued liabilities and deferred revenues 21,260 8,260 Other assets and other long-term liabilities (1,988) (2,189) Net cash provided by operating activities 37,533 27,635 Cash flows from investing activities Capital expenditures (28,815) (42,401) Net cash used in investing activities (28,815) (42,401) Cash flows from financing activities Proceeds from Revolving Credit Facility — 85,600 Principal payments on Revolving Credit Facility — (25,000) Principal payments on long-term debt (12,765) (12,765) Payments on capital lease obligations and software financing arrangements (5,228) (7,036) Purchases of treasury shares for Syniverse Corporation (1,015) (2,627) Other — (2,483) Net cash (used in) provided by financing activities (19,008) 35,689 Effect of exchange rate changes on cash 142 (725) Net (decrease) increase in cash, cash equivalents and restricted cash (10,148) 20,198 Cash, cash equivalents and restricted cash at beginning of period 89,500 48,647 Cash, cash equivalents and restricted cash at end of period $ 79,352 $ 68,845 Supplemental Disclosure of Cash Flow Information Non-Cash Financing and Investing Transactions: Assets acquired under capital leases and software financing arrangements $ 576 $ 18,993 Cash paid in the period for: Interest $ 112,096 $ 109,518 Income taxes $ 2,428 $ 5,649 SYNIVERSE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) August 31, 2021 November 30, 2020 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 77,800 $ 88,493 Accounts receivable, net of allowances of $4,989 and $10,584, respectively 134,004 124,219 Income taxes receivable 5,754 6,376 Prepaid and other current assets 34,460 21,039 Total current assets 252,018 240,127 Property and equipment, net 37,738 47,459 Capitalized software, net 73,299 83,512 Goodwill 2,306,272 2,310,145 Identifiable intangibles, net 112,230 125,004 Deferred tax assets 2,096 2,108 Investment in unconsolidated subsidiaries 35,013 35,338 Other assets 7,885 10,701 Total assets $ 2,826,551 $ 2,854,394 LIABILITIES AND STOCKHOLDER EQUITY Current liabilities: Accounts payable $ 67,972 $ 44,835 Accrued liabilities 141,423 119,545 Income taxes payable 1,409 3,435 Current portion of long-term debt, net of original issue discount and deferred financing costs 16,888 16,830 Deferred revenues 4,774 5,739 Total current liabilities 232,466 190,384 Long-term debt, net of original issue discount and deferred financing costs 1,919,325 1,925,463 Deferred tax liabilities 83,500 81,379 Other long-term liabilities 56,216 78,314 Total liabilities 2,291,507 2,275,540 Commitments and contingencies (Note 10) Stockholder equity: Common stock $0.01 par value; one thousand shares authorized, issued and outstanding as of August 31, 2021 and November 30, 2020 — — Additional paid-in capital 1,309,874 1,303,910 Accumulated deficit (683,824) (620,143) Accumulated other comprehensive loss (102,267) (113,846) Total Syniverse Holdings, Inc. stockholder equity 523,783 569,921 Noncontrolling interest 11,261 8,933 Total stockholder equity 535,044 578,854 Total liabilities and stockholder equity $ 2,826,551 $ 2,854,394 Three Months Ended August 31, Nine Months Ended August 31, (in thousands) 2021 2020 2021 2020 Reconciliation to Adjusted EBITDA Net loss $ (3,790) $ (55,900) $ (61,439) $ (118,842) Other expense, net 36,884 48,749 122,680 133,511 Provision for income taxes 2,452 960 5,033 7,375 Depreciation and amortization 18,130 28,549 60,620 83,752 Restructuring expense (a) 1,562 15,887 3,920 18,571 Non-cash stock-based compensation (b) 2,583 7,186 6,979 12,536 Other expenses (c) 1,965 4,322 16,090 13,981 Consulting fee and related expenses (d) 750 780 2,264 2,358 Adjusted EBITDA $ 60,536 $ 50,533 $ 156,147 $ 153,242 (a) Reflects restructuring expense which represents costs related to certain exit activities such as severance costs, facility exit costs and contract termination costs associated with a restructuring plan. (b) Reflects non-cash expenses related to equity compensation awards. (c) Reflects items associated with certain advisory and professional services related to strategic initiatives and otherwise, employee costs and data center migration costs. (d) Reflects management fees paid to Carlyle and related expenses pursuant to a consulting agreement with Carlyle. Nine Months Ended August 31, (in thousands) 2021 2020 Reconciliation to Free Cash Flow Net cash provided by operating activities $ 37,533 $ 27,635 Capital expenditures (28,815) (42,401) Free Cash Flow $ 8,718 $ (14,766) For the three and nine months ended August 31, 2021 and 2020, Syniverse has reported revenues and direct margin information on a segment basis. The following table presents revenues by segment: Three Months Ended August 31, Nine Months Ended August 31, (in thousands) 2021 2020 2021 2020 Carrier $ 105,306 $ 110,199 $ 318,059 $ 335,577 Enterprise 102,640 49,842 221,990 149,860 Revenues $ 207,946 $ 160,041 $ 540,049 $ 485,437 The following table presents direct margin by segment: Three Months Ended August 31, Nine Months Ended August 31, (in thousands) 2021 2020 2021 2020 Carrier direct margin $ 80,350 $ 91,510 $ 244,650 $ 284,640 Enterprise direct margin 34,468 16,765 73,083 48,600 Total direct margin $ 114,818 $ 108,275 $ 317,733 $ 333,240 The following table provides a reconciliation of total direct margin to loss before provision for income taxes: Three Months Ended August 31, Nine Months Ended August 31, (in thousands) 2021 2020 2021 2020 Revenues $ 207,946 $ 160,041 $ 540,049 $ 485,437 Variable costs of operations 93,128 51,766 222,316 152,197 Direct margin 114,818 108,275 317,733 333,240 Fixed costs of operations 27,500 29,779 82,852 91,424 Sales and marketing 12,837 14,860 37,995 46,827 General and administrative 19,243 25,391 66,072 70,622 Depreciation and amortization 18,130 28,549 60,620 83,752 Restructuring expense 1,562 15,887 3,920 18,571 Operating income 35,546 (6,191) 66,274 22,044 Other expense, net (36,884) (48,749) (122,680) (133,511) Loss before provision for income taxes $ (1,338) $ (54,940) $ (56,406) $ (111,467)
No recent filings indexed.