M3-Brigade Acquisition II Corp. *
EXTENSION – 3/8/23 – LINK
- The SPAC approved the extension from March 8, 2023 to December 8, 2023
- 35,463,019 shares were redeemed at the meeting
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 3/3/23 – LINK
- The SPAC entered into non-redemption agreements with unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 4,052,653 shares of the Company’s Class A common stock.
- The Sponsor has agreed to transfer to such third parties an aggregate of 1,013,161 shares of the Company’s Class B common stock held by the Sponsor promptly upon consummation of the Extension if they continue to hold such Non-Redeemed Shares through the Special Meeting.
SUBSEQUENT EVENT – 2/24/23 – LINK
- The SPAC and Sponsor entered into, with one or more unaffiliated third party or parties, in exchange for such third party or third parties agreeing not to redeem an aggregate of 400,000 shares
- the Sponsor has agreed to transfer to such third party or third parties an aggregate of 100,000 shares of the Company’s Class B common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting.
- The Sponsor intends to enter into additional Non-Redemption Agreements prior to the Special Meeting.
The below announced combination was terminated on 2/9/22. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Syniverse [TERMINATED on 2/9/22 – LINK]
ENTERPRISE VALUE: $2.85 billion
ANTICIPATED SYMBOL: SYNV
M3-Brigade Acquisition II Corp. proposes to combine with Syniverse, the “world’s most connected company” and the premier global technology provider of mission-critical mobile platforms for carriers and enterprises.
- Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse’s capabilities are expected to become increasingly valuable to its mobile carrier and enterprise customers during the transition to 5G mobile networks, which will accelerate growth in devices, traffic volumes, speed, and lower-latency communications.
- 5G networks and the messages and applications on them require seamless and ubiquitous connectivity and coordination. Syniverse is the only global provider of services to bridge these technological and operational complexities.
- Syniverse is also at the center of the large and growing Communications Platform as a Service (CPaaS) sector, with both digital-native companies and large global enterprises increasingly using Application to Person (A2P) messaging and omni-channel mobile engagement to successfully engage, inform and transact with their customers, partners, and employees.
- The current rapid growth in the CPaaS sector is expected to accelerate as 5G networks expand and become a significant driver of revenue growth for Syniverse.
Syniverse intends to use the up to $1.165 billion in equity and equity-linked capital to substantially reduce its debt, fund new value-added products and services, advance its strategy of investing in organic and inorganic growth, and increase its investment in data, machine learning, and artificial intelligence technologies.
TRANSACTION
The business combination values Syniverse at an enterprise value of $2.85 billion. The transaction is expected to provide up to $1.165 billion of cash proceeds to the combined company.
- MBAC will provide up to $400 million of cash held in MBAC’s trust account from its initial public offering in March 2021, and Twilio will make an investment of up to $750 million, with a minimum investment of $500 million.
- Further, leading institutional investors, including Oak Hill Advisors and Brigade Capital Management, have committed to participate in the transaction through PIPE commitments totaling $265 million, consisting of $69.2 million of common stock at $10.00 per share and $195.8 million of 7.5 percent dividend convertible preferred stock, with a conversion price of $11.50 per share.
- The convertible preferred stock provides flexible capital that further strengthens Syniverse’s balance sheet. Existing Syniverse shareholders will roll 100% of their equity in the transaction and are expected to own approximately 40% of the combined company at closing.
- Syniverse has also obtained committed debt financing for a new $1 billion term loan and a $165 million revolving credit facility to be completed at the merger closing, at which time Syniverse’s existing debt will be repaid in full.
- As a result of these transactions, Syniverse’s leverage will be significantly reduced and Net Debt to LTM Adjusted Financing EBITDA ratio will be approximately 3.7x.
- MBAC’s sponsor has agreed that a portion of its equity will vest only if the share price of the Company exceeds $12.50 per share over a specified period in accordance with customary provisions.
- This agreement will enhance the alignment of the interests of MBAC’s sponsor with the long-term value creation and performance of Syniverse.
PIPE
- Leading institutional investors, including Oak Hill Advisors and Brigade Capital Management, have committed to participate in the transaction through PIPE commitments totaling $265 million, consisting of:
- $69.2 million of common stock at $10.00 per share
- MBAC Partnership Sponsor has agreed to purchase an aggregate of 1,500,000 shares of MBAC Class A Common Stock, at a purchase price of $10.00 per share, for an aggregate purchase price of $15,000,000
- $195.8 million of 7.5 percent dividend convertible preferred stock at a purchase price of $970.00 per share, with a conversion price of $11.50 per share.
- $69.2 million of common stock at $10.00 per share
TWILIO SUBSCRIPTION AGREEMENT
- Twilio has agreed to purchase MBAC Class A Common Stock and, if applicable, shares of Class C common stock, par value $0.0001 per share, of MBAC (“MBAC Class C Common Stock”), for an aggregate purchase price of up to $750 million
- The size of Twilio’s investment will be reduced below $750 million only to the extent the total transaction proceeds from MBAC’s trust account (net of redemptions) and the Private Placement exceed $375 million, with such reduction equal to the amount of such excess, subject to a minimum investment by Twilio of $500 million.
LOCK-UP
- The Stockholders Agreement contains certain restrictions on transfer with respect to shares of common stock held by the Carlyle Holder, Twilio and the MBAC Partnership Sponsor immediately following the Closing (the “Locked-Up Shares”). Such restrictions include:
- (a) the 12-month anniversary of the Closing
- (b) the date on which the per share closing price for the MBAC Class A Common Stock has been equal to or greater than $12.50 per share for any 20/30-trading day period following the Closing.
SUPPORT AGREEMENT
- The Sponsor Parties have agreed to vote their shares of Class B common stock, par value $0.0001 per share, of MBAC (the “Founder Shares”) and any shares of MBAC’s common stock the Sponsor Parties subsequently acquire to approve the transactions contemplated by the Merger Agreement and against any inconsistent proposals during the term of the Sponsor Agreement and to not redeem such shares.
- The Sponsor Agreement also provides that 70% of the Founder Shares will vest and be available to the Sponsor Parties at the Closing, and the remaining 30% of the Founder Shares will vest on the first trading day that the closing price of MBAC Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period following the Closing
EARNOUT
- A portion of SPAC Sponsor shares subject to vesting earnout provisions:
- Unvested Sponsor shares vest upon the first trading day that the closing price of SPAC shares equal or exceeds $12.50 per share for any 20 trading days within any consecutive 30-day trading period following the closing, assuming no redemptions.
NOTABLE CONDITIONS TO CLOSING
- At least an aggregate of $375,000,000 in cash at the Closing to MBAC, including funds from MBAC’s trust account and proceeds from the Private Placement
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of MBAC and Syniverse and in certain other circumstances, including if Closing has not occurred by May 16, 2022, or a later date if extended pursuant to the terms of the Merger Agreement (the “End Date”)
ADVISORS
- Moelis & Company LLC served as financial advisor to Syniverse and Carlyle and joint placement agent.
- Syniverse obtained committed debt financing from Barclays, Bank of America, Goldman Sachs, Credit Suisse, Mizuho and Deutsche Bank.
- Debevoise & Plimpton LLP served as legal counsel for Syniverse and Carlyle.
- JP Morgan Securities LLC served as financial advisor to MBAC and is serving as lead placement agent in the transaction.
- Cantor Fitzgerald & Co. acted as a capital markets advisor for MBAC.
- Wachtell, Lipton, Rosen & Katz served as legal counsel for MBAC.
- Centerview Partners LLC served as financial advisor to Twilio, and Kirkland & Ellis LLP and DLA Piper LLP acted as legal counsel.
MANAGEMENT & BOARD
Executive Officers
Mohsin Meghji, 55
Chairman of the Board of Directors and Chief Executive Officer
Mohsin Meghji has also been the Managing Partner of M-III Partners, LP (or its predecessor, M-III Partners, LLC) since February 2014. He also served as Chairman and Chief Executive Officer of M III Acquisition Corp. (NASDAQ:MIII) from its inception in August 2015 through the consummation of its initial business combination in March 2018 to create Infrastructure and Energy Alternatives, Inc. and served as Chairman of the Board of Directors of that company (NASDAQ:IEA) from the consummation of such initial business combination through January 2020. His career of more than 30 years has focused primarily identifying the financial, operational and strategic changes needed to maximize value in companies at inflection points in their growth trajectories and working with the relevant constituencies to implement those changes. He has accomplished this through management and advisory roles in partnership with some of the world’s leading financial institutions, private equity funds and hedge funds. Mr. Meghji’s most recent corporate role was as Executive Vice President and Head of Strategy at Springleaf, as well as Chief Executive Officer of its captive insurance companies, from January 2012 to February 2014. Springleaf was listed on the NYSE in late 2013. Prior to Springleaf, Mr. Meghji served as a Senior Managing Director at C-III Capital Partners, LLC, a real-estate focused merchant banking firm, from October to December 2011. Mr. Meghji co-founded Loughlin Meghji + Company, a privately-held financial advisory firm which became one of the leading restructuring boutiques in the U.S. Mr. Meghji was a Principal and Managing Director of Loughlin Meghji + Company from February 2002 to October 2011. Earlier in his career, Mr. Meghji was with Arthur Andersen & Co. from 1987 to 2002 in the firm’s London, Toronto and New York offices, including as a Partner in the Global Corporate Finance group from 2001 to 2002. In his capacity as a restructuring and financial advisory professional, Mr. Meghji has periodically served as Chief Restructuring Officer (or in an analogous position) of companies which elected to utilize bankruptcy proceedings as a part of their financial restructuring process and, as such, he served as an executive officer of various companies which filed bankruptcy petitions under federal law, including, without limitation, Pappas Telecasting in 2008, Capmark Finance, Inc. in 2009, Medical Staffing Network in 2010, Real Alloy Intermediate Holding, LLC in 2017, Sears Holdings Corporation in 2018, Barneys Inc. in 2019, Sanchez Energy Corporation in 2020, and Sable Permian Resources, LLC in 2020. In that same capacity, Mr. Meghji also has periodically served as an independent director of companies, some of which similarly elected to utilize bankruptcy proceedings, including Mariner Health Care Inc. from 2002 to 2004, Cascade Timberlands, LLC from 2004 to 2005, MS Resorts from January 2011 through February 2013, Philadelphia Energy Solutions Refining and Marketing LLC from August 2017 through March 2018, Toys ‘r Us from September 2017 through September 2018, Full Beauty Brands from August 2018 through February 2019, and Intelsat Envision Holdings from May 2020 through the present. He is a director of the Equity Group International Foundation, which provides funding for underprivileged high-potential students in Kenya. Previously, he served on the Board of HealthRight International from 2004 to 2012 and the Children’s Museum of Manhattan from 2013 to 2018. Mr. Meghji is a graduate of the Schulich School of Business, York University, Canada and has taken executive courses at the INSEAD School of Business in France. He has previously qualified as a U.K. and Canadian Chartered Accountant as well as a U.S. Certified Turnaround Professional.
William Gallagher, 62
Executive Vice President
William Gallagher is a Managing Director of M-III Partners, LP. Mr. Gallagher has more than 35 years of experience in finance, investment and financial restructurings. He brings deep expertise in credit analysis and has long-term management experience in the financial services industry. Prior to joining M-III in October 2018, Mr. Gallagher was the Chief Executive Officer at WMIH Corp (NASDAQ:WMIH), a public acquisition corporation which was the successor to Washington Mutual, Inc., from May 2015 to July 2018. He was recruited to WMIH to oversee its acquisition strategy and manage its day-to-day affairs and his responsibilities included reviewing, vetting and analyzing a large number of potential target companies from a variety of different sectors and industry groups. Ultimately, WMIH acquired Nationstar Mortgage Holdings (NYSE symbol NSM) to form Mr. Cooper Group (NASDAQ:COOP). Mr. Gallagher departed from WMIH upon the closing of the acquisition of Nationstar as his job at WMIH was completed. Prior to WMIH, Mr. Gallagher was CEO and Chief Risk Officer at Capmark Financial Group, formerly known as GMAC Commercial Mortgage, from March 2009 to May 2015. Mr. Gallagher was retained by Capmark to manage its financial restructuring following the global economic crisis. Capmark was a highly successful restructuring as Mr. Gallagher and his colleagues significantly increased the recovery value to Capmark’s creditors. Before joining Capmark, he was was the Chief Credit Officer of RBS Greenwich Capital from 1989 to 2009, the US fixed income investment banking business of the Royal Bank of Scotland, where he was responsible for all aspects of credit risk management. While at RBS Greenwich, Mr. Gallagher was responsible for a wide variety of US corporations and buy-side companies, including corporate borrowers and debt issuers, financial institutions, industrial companies with captive finance businesses, and a variety of US corporations who traded various securities with or through RBS Greenwich. Earlier in his career, Mr. Gallagher was a Vice President at First Boston Corporation in that firm’s credit risk management department from 1985 to 1989. He began his career at Chemical Bank, where he completed the bank’s credit training program and then worked as a loan officer in the middle market division and a credit officer in the financial institutions division from 1981 to 1984. Mr. Gallagher has a B.S. in business administration from Syracuse University and an MBA from New York University.
Charles Garner, 58
Executive Vice President and Secretary
Charles Garner is Managing Director and General Counsel of M-III Partners, LP. Mr. Garner has over 30 years of legal and management experience across a range of industries. Prior to joining M-III Partners in May 2015, Mr. Garner served as Managing Member of Long Mountain Advisors LLC, a privately-held financial advisory firm since April 2014 and also was Of Counsel to Duval & Stachenfeld, a boutique real estate-focused law firm, from May 2011 to May 2014. Mr. Garner began his career in 1987 at Simpson Thacher & Bartlett, a premier international law firm, where he rose to be a Partner in the corporate/banking department. From 2000 to 2002, Mr. Garner served as an executive at IDT Corporation, a publicly-traded telecommunications company (NYSE:IDT), where he held a series of roles of increasing responsibility culminating with his appointment as Executive Vice President of IDT Corporation and Chief Executive Officer of its IDT Ventures division. He also served as Interim Chief Executive Officer of Winstar Communications following its purchase by IDT out of bankruptcy in 2001. Mr. Garner served as Executive Managing Director of Island Capital Group LLC, a privately-held real estate-focused merchant banking firm, from 2004 to 2010, where he also served as President of Island Global Yachting, a controlled affiliate of Island Capital which is the leading developer, owner and operator of luxury and megayacht marinas, from 2007 to 2010. Mr. Garner has also served as an advisor to, and held interim executive management roles with, Ferranti Computer Systems, a Belgian industrial software company, and Citynet Telecommunications, a telecom infrastructure provider. Mr. Garner has served as a director of Infrastructure & Energy Alternatives, Inc., a leading engineering, procurement and construction company with a focus on renewable energy, since from March 2018 through May 2019 and from September 2018 to the present. Mr. Garner earned a J.D. from New York University School of Law and a B.A. in Urban Studies and Political Science from the University of Pennsylvania.
Brian Griffith, 46
Chief Financial Officer
Brian Griffith is also a Managing Director of M-III Partners, LP. Mr. Griffith has more than 20 years of financial, operational and advisory experience in both growth and distressed situations. Over the course of his career, Mr. Griffith served as Chief Restructuring Officer and interim VP of Finance for various clients in the finance, energy and technology sectors. His experience covers a number of industries including financial services, real estate, healthcare services, energy, consumer products, manufacturing, retail and food services. Prior to joining M-III Partners in August 2014, Mr. Griffith spent two years as an independent advisor to companies in transition, including roles as the Chief Restructuring Officer of Yoostar Entertainment Group from April 2014 to October 2014 and as an advisor to Springleaf Holdings, LLC (NYSE: LEAF) from May 2013 to October 2014. Mr. Griffith was previously a Managing Director at Loughlin Meghji + Company, a privately-held financial advisory firm, from February 2008 to January 2013. At Loughlin Meghji + Company, he was involved with numerous transactions, including the restructuring of Capmark Financial Group, Inc., where he was responsible for the development and execution of cost rationalization initiatives. Mr. Griffith also advised Berkadia Commercial Mortgage on process improvement and cost reduction initiatives. Other roles included advising an institutional investor on a merger integration of two healthcare companies. Prior to Loughlin Meghji + Company, Mr. Griffith worked for CCV Restructuring from 2002 to 2008, FTI Consulting from 2001 to 2002 and Ernst & Young, LLP from 1996 to 1997 advising stakeholders in turnarounds, as well as providing transaction advisory services. Mr. Griffith earned an M.B.A from Fordham University and received a B.S. in Business Administration degree from Villanova University. He is a member of the Turnaround Management Association.
Matthew Perkal, 35
Executive Vice President – Mergers & Acquisitions
Mr. Perkal has led Brigade’s industry coverage for various sectors including retail, consumer, gaming and lodging. Mr. Perkal has structured and led many of the firm’s successful deals in the private credit space including Barney’s and Sears. Mr. Perkal currently serves on Guitar Center Inc.’s board of directors. Prior to joining Brigade, Mr. Perkal worked at Deutsche Bank as an Analyst in the Leveraged Finance Group. In that capacity, Mr. Perkal also spent time on the Leveraged Debt Capital Markets Desk, selling both bank and bond deals. Mr. Perkal received a BS in Economics with a concentration in Finance and Accounting from the University of Pennsylvania’s Wharton School. Additionally, Mr. Perkal serves on The One Love Foundation’s New York Board.
Board of Directors
Frank M. Garrison, Jr., 65
Director
Mr. Garrison has over 40 years of legal and management experience in both private and public companies in the financial and business service sectors. He currently serves as an Advisor to C-III Capital Partners, LLC (“C-III”) and Island Global Yachting Ltd (“IGY”). Until December 2018, Mr. Garrison served as the President of C-III and Vice Chairman of IGY but stepped down from those positions in December 2018 in order to devote more time to personal business and matters of public interest. Mr. Garrison also was a former principal/owner of Island Capital Group LLC (“Island”), a New York based merchant bank from November 2007, where he served as Executive Managing Director and was a key partner involved in all of the company’s activities, including serving as a director of many of its subsidiaries and becoming an equity owner shortly after joining the group. Mr. Garrison relinquished such roles at Island and its subsidiaries upon stepping down as President of C-III in December 2018. During his tenure, C-III acquired and operated complementary related real estate and finance service businesses through either de novo startup or acquisition, including mortgage origination and securitization, investment management, the leading on-line transaction management platform (Real Capital Markets), property management, a global network of independent commercial property service providers under the brand NAI Global, and the market leading property zoning report business doing business as PZR. Prior to joining Island, Mr. Garrison served from 2005 to 2007 as President of Courage Capital Management, a registered investment advisory firm, specializing in special situation investing in public debt and equity with offices in Nashville, Los Angeles and Mumbai. Prior to that, Mr. Garrison held various executive positions at Insignia Financial Group (NYSE:IFS) from 1991 through 2003, including the Office of the Chairman and President of Insignia Financial Services, Insignia’s financial services and investment banking subsidiary. He also served as an executive officer of two Nashville based real estate investment management firms primarily focused on multi-family real estate in the Southeast from 1982 through their sale to Insignia in 1988. Mr. Garrison began his commercial law career in 1979 with Farris Warfield and Kanaday in Nashville, TN concentrating on securities and creditor’s rights, among other corporate matters. Mr. Garrison has also served on the Board of Trustees of the Frist Art Museum (formerly Frist Center for the Virtual Arts) since February 2004, the Frist Art Museum Foundation since January 2008, the Society for Society Law and Art in South Africa since 2014 and the American Friends Musee d’Orsay since 2013. Mr. Garrison obtained a double major in Business and Economics in 1976 after three years at Vanderbilt University. He received his J. . from Vanderbilt University School of Law in 1979. In 2014 he was named Distinguished Alumnus of the Vanderbilt School of Law and serves on the Law School’s Board of Advisors.
Steven Vincent, 64
Director
Mr. Vincent is currently a Partner, Chief Operating Officer and Chief Legal Officer of Brigade Capital Management, LP, a $30 billion diversified global investment management firm specializing in investment credit strategies. Mr. Vincent has been at Brigade Capital since February 2008. Prior to Brigade Capital, Mr. Vincent served as the Associate Director of Litigation and Regulatory Proceedings at Goldman Sachs from May 2002 to September 2008. Mr. Vincent also served as Senior Vice President and Senior Attorney at Lehman Brothers from October 1993 to April 2002. Mr. Vincent’s private practice experience includes having worked at Jones Day from September 1990 to September 1993; Anderson Kill P.C. from December 1984 to August 1990; and Windels Marx from September 1983 to November 1984. Mr. Vincent earned a B.A., magna cum laude, in Political Science from Boston College and a J.D. from Fordham University School of Law. Mr. Vincent has been a member of the Boston College Wall Street Executive Committee since 2009; is a former Trustee of the Gregorian University Foundation (2013 – 2020); a former Trustee of Sacred Heart Academy (Hempstead, New York) (2011 – 2016); and a former Trustee of Xavier High School from 1992 – 2001 (Chair 1998 – 2001). Mr. Vincent also served as a Director of the Jefferson Insurance Company (subsidiary of the Allianz Group) from 1999 – 2001.
Aaron Yeary, 45
Director
Mr. Yeary is the founder of Dorado Group Holdings, whose affiliates provide housing solutions to the workforce segment in south Florida. He has managed this effort since February 2019. Mr. Yeary is also a Senior Advisor to Blueshift Asset Management, a quantitative investment firm in Red Bank, New Jersey, since March 2020. Mr. Yeary was the President of Pine River Capital Management, a diversified investment firm with offices in the US, Europe, and Asia. He joined Pine River at its inception and worked with its management group, at Pine River and EBF & Associates, for 21 years, from March 1998 to January 2019. Mr. Yeary holds a BA in Economics from the University of Chicago. Mr. Yeary was a member of the Board of Trustees of The Buckley School (New York, NY) from September 2015 to November 2020, is a member of the Board of Trustees of The Lost Tree Chapel (North Palm Beach, FL) from February 2019 to the present and has been a member of the Community Advisory Council of the Palm Beach North Athletic Foundation (Palm Beach Gardens, FL) from January 2020 to the present.
Dale R. Gerard, 50
Director
Dale R. Gerard has been employed by Vivint Smart Home, Inc. (NYSE:VVNT) or its predecessor in positions of increasing responsibility since 2010, including serving as Chief Financial Officer since October 2019. Before this, Mr. Gerard served as the Assistant Treasurer and Director of Finance for American Commercial Lines Inc. from 2007 to 2010. Prior to that, Mr. Gerard served as a Senior Financial Analyst at Wabash National Corporation from 2003 to 2007 and a Financial Analyst at Chemtura from 2000 to 2003. Prior to Chemtura, Mr. Gerard served as Director of Revenue Accounting at Schilli Transportation Services from 1998 to 2000, as Recovery/Late Stage Collection Supervisor at PNC National Bank (NYSE:PNC) from 1997 – 1998, and as Branch Manager for Mercury Finance Company. Mr. Gerard holds a B.S. in Accounting and an MBA from Purdue University.
John Paul Roehm, 45
Director
Mr. Roehm has served as a director, and Chief Executive Officer and President of Infrastructure and Energy Alternatives, Inc. (NASDA:IEA), since March 2018. IEA is a leading infrastructure services company focused on renewable energy and transportation infrastructure with operations across the United States. Mr. Roehm served as President and Chief Executive Officer of IEA from February 2015 through March 2018. Mr. Roehm has over 20 years of heavy civil and energy engineering and construction experience ranging from Project Superintendent, Project Engineer, Estimator, Project Manager, and VP of Business Development. He was employed for over twenty years at White Construction, Inc., an entity that IEA acquired in 2011. During the period of 2011 through early 2015, he guided IEA’s Business Development and corporate growth strategy and also served on IEA’s previous mergers and acquisitions team developing targets, performing due diligence and participating in negotiations. He pioneered IEA’s expansion into renewables, which resulted in a substantial growth of IEA. In his tenure as President and Chief Executive Officer of IEA, IEA performed at record levels of revenue and EBITDA and attained a leading market share of the wind EPC market while producing safety performance superior to IEA’s industry peers and competitors. Mr. Roehm holds a B.S. in Civil Engineering from the Rose-Hulman Institute of Technology.

