Page 13 of 17 – SEC Filing
Fund III Advisor. The principal business of Siris Capital Group is to provide investment management and related services to affiliated investment funds or similar vehicles, including Siris Fund
III and Siris Fund III Parallel. The principal business of Siris Advisor HoldCo is to serve as the managing member of Siris Capital Group. The present principal occupation or employment of each of Messrs. Baker, Berger and Hendren is to serve as a
Managing Partner of Siris Capital Group and related entities.
(d) During the last five years, none of the persons listed in this Item 2 has been
convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons listed
in this Item 2 has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each of
the persons listed in this Item 2 is set forth in (a) above.
| Item 3. | Source and Amount of Funds or Other Consideration |
The 5,994,667 shares of Common Stock reported herein
(the Shares) were purchased by Silver Holdings for an aggregate purchase price of $86,894,494.08 (excluding brokerage commissions). The funds for such purchases were provided to Silver Private Holdings I, LLC by Siris Partners III
and Siris Partners III Parallel, which obtained such funds from capital contributions by their respective partners and borrowings under a short term loan facility with Macquarie Capital Funding LLC.
| Item 4. | Purpose of Transaction |
Siris Capital Group has followed the Company for several years and, between
April 27, 2017 and May 4, 2017, the Reporting Persons acquired the Shares for investment purposes, mindful that they may be interested in pursuing a potential strategic transaction involving the Company.
On the evening of May 4, 2017, Frank Baker, a managing partner of Siris Capital Group, met with Stephen Waldis, CEO, Founder and Executive Chairman of
the Board of the Company. At the meeting, Mr. Baker informed Mr. Waldis of the Reporting Persons beneficial ownership of the Shares, and expressed the Reporting Persons interest in discussing with the Board of Directors (the
Board) of the Company one or more potential strategic transactions (each a Potential Transaction), which may include a take-private, a significant minority investment or other strategic transaction. Mr. Baker
also discussed with Mr. Waldis the subject matter of a letter (the May 4 Letter) that the Reporting Persons were prepared to provide to the Board. A copy of the May 4 Letter is attached hereto as Exhibit 99.2 and incorporated
herein by reference. Subsequent to the meeting, Mr. Baker delivered the May 4 Letter to Mr. Waldis.
Consistent with their investment policies, the
Reporting Persons intend to review and evaluate their investment in the Company on a continuing basis. They may communicate with the Board, Company management, other shareholders of the Company, lenders to the Company and/or other relevant parties
from time to time with respect to operational, strategic, financial or governance matters of the Company, including a Potential Transaction, or otherwise seek to work constructively with the Company. Depending on various factors, including the
results of any such discussions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including: pursuing a Potential Transaction, purchasing additional shares of Common
Stock or other Company securities (which may include rights or securities exercisable for or convertible into securities of the Company) or selling some or all of their Shares (which may include transferring some or all of such securities to
affiliates or distributing some or all of such securities to partners, members or beneficiaries, as applicable); engaging in any hedging or other derivative transactions with respect to the Common Stock; taking positions or making proposals with
respect to, or taking other actions to effect changes in, the strategy, board or management composition, or ownership structure, of the Company; encouraging the Company to pursue one or more strategic transactions; and/or otherwise changing their
intention with respect to any and all matters referred to in Item 4 of Schedule 13D. Any such steps that the Reporting Persons may pursue may be taken at any time and from time to time without prior notice and will depend on a variety of factors,
including the price and availability of the Companys securities, subsequent developments affecting the Company, the Companys business and prospects, other investment and business opportunities available to the Reporting Persons, general
industry and economic conditions, the securities markets in general, tax considerations, applicable law and other factors deemed relevant by the Reporting Persons.
