Page 12 of 14 – SEC Filing
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends
and supplements the statement on Schedule 13D jointly filed by (i) Silver Private Holdings I, LLC, a Delaware limited liability company (Silver Holdings), (ii) Silver Private Investments, LLC, a Delaware limited
liability company (Silver Parent), (iii) Siris Partners III, L.P., a Delaware limited partnership (Siris Fund III), (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership
(Siris Fund III Parallel), (v) Siris Partners GP III, L.P., a Delaware limited partnership (Siris Fund III GP), (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company (Siris Fund
III GP HoldCo), (vii) Siris Capital Group III, L.P., a Delaware limited partnership (Siris Fund III Advisor), (viii) Siris Capital Group, LLC, a Delaware limited liability company (Siris Capital
Group), (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company (Siris Fund III Advisor HoldCo); and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company (Siris Advisor
HoldCo) (collectively, the Reporting Persons) with the Securities and Exchange Commission (the Commission) on May 5, 2017 (as it may be amended from time to time, this Schedule
13D), relating to the common stock, $0.0001 par value per share (the Common Stock), of Synchronoss Technologies, Inc. (the Company). Initially capitalized terms used in this Amendment No. 1 that
are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended by the addition of the following
immediately prior to the penultimate paragraph thereof:
The Reporting Persons continue to explore a Potential Transaction and, in that
regard, have requested that the Company furnish them with certain non-public information. In connection with the provision of such information, the Company has requested that Siris Capital Group enter into a customary non-disclosure agreement. On
May 19, 2017, Siris Capital Group and the Company entered into a non-disclosure agreement (the Non-Disclosure Agreement) (see Item 6 below).
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended and restated in its entirety as follows:
Following the request of Siris Capital Group to obtain certain non-public information in connection with the exploration of a Potential
Transaction, Siris Capital Group and the Company entered into the Non-Disclosure Agreement on May 19, 2017, pursuant to which Siris Capital Group agreed to customary non-disclosure and non-use obligations for a specified time period and subject to
certain exceptions. The Non-Disclosure Agreement also contains, among other things, standstill provisions that prohibit Siris Capital Group from taking certain actions during the time period beginning on May 19, 2017 and ending on the earlier
of (x) the termination of the Non-Disclosure Agreement, (y) the execution of a definitive agreement relating to a Potential Transaction and (z) February 19, 2018. Actions prohibited during the standstill period include Siris
Capital Group, directly or indirectly, (A) acquiring any voting securities of the Company (including any derivatives, options, puts and calls) or (B) soliciting any proxies to vote, or advising any person with respect to the voting of, any
voting securities of the Company (excluding, for the avoidance of doubt, in the case of clause (B), any voting securities beneficially owned by Siris Capital Group or its affiliates). The standstill restrictions do not prohibit (x) Siris
Capital Group from acquiring (i) up to 0.5% of such securities, (ii) any other company that directly or indirectly owns such securities, or (iii) any broadly based index securities that derive their value from such securities or
(y) the voting or disposing of any securities. Siris Capital Group will be released from the standstill restrictions if certain conditions are met, including, among other things, if the Company enters into a definitive agreement or accepts (or
fails to recommend against) a tender offer that would result in a transaction in which a person or group acquires, directly or indirectly, securities representing 20% or more of the voting power of the outstanding securities of the Company or
properties or assets constituting 20% or more of the consolidated assets of the Company and its subsidiaries. The Non-Disclosure Agreement further contains restrictions on Siris Capital Group, directly or indirectly, soliciting to employ or
employing certain employees of the Company for a specified time period and subject to certain exceptions.
Except as described herein, the
Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Company.
