SVR / Syniverse Holdings Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

SVR / Syniverse Holdings Inc 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-3243 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2019 (January 15, 2019) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2018 (December 7, 2018) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mccarver.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2018 (December 1, 2018) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or othe

SVR / Syniverse Holdings Inc 10-Q (Quarterly Report)

10-Q 1 svr-093018x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

SVR / Syniverse Holdings Inc 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333

Amendment, dated as of April 1, 2018, to the Employment Agreement, dated as of March 19, 2015 among Syniverse Corporation and Robert F. Reich.

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of April 3, 2018, effective as of April 1, 2018 (the “Effective Date”), among Syniverse Corporation, a Delaware corporation (“Syniverse”, and together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Com

SVR / Syniverse Holdings Inc 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 33

List of subsidiaries of Syniverse Holdings, Inc.

Exhibit 21.1 SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2017 Subsidiary Name State or Other Jurisdiction of Incorporation Buccaneer Holdings, LLC Delaware Cibernet Limited United Kingdom Cibernet, LLC Delaware Grupo Syniverse Technologies de Mexico S. de R.L. de C.V. Mexico Hosted Data Solutions, LLC Delaware International Telecommunications (Mauritius) Limited Mauritiu

SVR / Syniverse Holdings Inc 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333-176

Statement regarding computation of ratio of earnings to fixed charges

Exhibit 12.1 Ratio of Earnings to Fixed Charges (unaudited) (in thousands) Year Ended December 31, 2017 2016 2015 2014 2013 Net loss from continuing operations $ (20,799 ) $ (65,170 ) $ (49,312 ) $ (46,300 ) $ (40,295 ) Benefit from income taxes (43,946 ) (42,807 ) (31,277 ) (25,093 ) (4,328 ) Loss before benefit from income taxes (64,745 ) (107,977 ) (80,589 ) (71,393 ) (44,623 ) Fixed charges: I

Employment Agreement, dated as of January 9, 2018 among Syniverse Corporation and Dean Douglas

Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January , 2018, among Syniverse Corporation, a Delaware corporation (“Syniverse” and, together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Dean C.J. Douglas (“Executive”). WHEREAS, the services of Executive and his

Second Lien Holdings Guaranty, dated March 9, 2018, by Buccaneer Holdings, LLC (19)

EX-10.4 Exhibit 10.4 EXECUTION VERSION SECOND LIEN HOLDINGS GUARANTY Dated as of March 9, 2018 From BUCCANEER HOLDINGS, LLC, as Guarantor, in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN TABLE OF CONTENTS Section Page Section 1. Guaranty 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free

Intercreditor Agreement, dated March 9, 2018, by and between Barclays Bank PLC, as First Lien Agent, and Barclays Bank PLC, as Second Lien Agent.

EX-10.6 7 d472110dex106.htm EX-10.6 Exhibit 10.6 EXECUTION VERSION INTERCREDITOR AGREEMENT by and between BARCLAYS BANK PLC as April 2012 First Lien Agent and BARCLAYS BANK PLC as March 2018 Second Lien Agent Dated as of March 9, 2018 Article I DEFINITIONS Section 1.1 UCC Definitions 2 Section 1.2 Other Definitions 2 Section 1.3 Rules of Construction 20 Article II LIEN PRIORITY Section 2.1 Agreeme

Second Lien Security Agreement, dated as of March 9, 2018, among Syniverse Holdings, Inc., Buccaneer Holdings, LLC, the Subsidiary Guarantors and Barclays Bank PLC, as Administrative Agent.

EX-10.3 Exhibit 10.3 EXECUTION VERSION SECOND LIEN SECURITY AGREEMENT Dated March 9, 2018 From The Grantors referred to herein as Grantors to BARCLAYS BANK PLC as Administrative Agent Syniverse Security Agreement TABLE OF CONTENTS Section Page Section 1. Grant of Security 2 Section 2. Security for Obligations 7 Section 3. Grantors Remain Liable 7 Section 4. Delivery and Control of Security Collate

Intercreditor Agreement, dated March 9, 2018, by and between Barclays Bank PLC, as First Lien Agent, and Barclays Bank PLC, as Second Lien Agent. (19)

EX-10.5 Exhibit 10.5 EXECUTION VERSION SECOND LIEN SUBSIDIARY GUARANTY Dated as of March 9, 2018 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN TABLE OF CONTENTS Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2018 (March 9, 2018) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorp

Second Lien Credit Agreement, dated as of March 9, 2018, among Syniverse Holdings, Inc., Buccaneer Holdings, LLC, Barclays Bank PLC, as Administrative Agent, and the lenders from time to time party thereto.

EX-10.2 3 d472110dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT dated as of March 9, 2018 among SYNIVERSE HOLDINGS, INC., as the Borrower, BUCCANEER HOLDINGS, LLC, as Holdings, BARCLAYS BANK PLC, as Administrative Agent, and the LENDERS party hereto GOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES IN

Fifth Amendment to Credit Agreement, dated as of March 9, 2018, among Syniverse Holdings, Inc., Buccaneer Holdings, LLC, Barclays Bank PLC, as Administrative Agent, each L/C Issuer and the Swing Line Lender and the lenders and other parties party thereto.

EX-10.1 Exhibit 10.1 EXECUTION VERSION FIFTH AMENDMENT FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 9, 2018 (this “Fifth Amendment”), among Syniverse Holdings, Inc. (the “Borrower”), Buccaneer Holdings, LLC (“Holdings”), the other Guarantors party hereto, Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”), the Extending Revolving Lenders (as defined below), the Tranc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2018 (February 19, 2018) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdicti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2018 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or or

Third Amendment to the 2011 Equity Incentive Plan of Syniverse Corporation

EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO THE 2011 EQUITY INCENTIVE PLAN OF SYNIVERSE CORPORATION This THIRD AMENDMENT TO THE 2011 EQUITY INCENTIVE PLAN OF SYNIVERSE CORPORATION (this ?Amendment?), dated as of February 8, 2018, is made and adopted by Syniverse Corporation, a Delaware corporation (the ?Company?), subject to the approval of the stockholders of the Company. Capitalized terms used but n

Regulation FD Disclosure

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2018 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2018 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation o

January 2018 This presentation and the other information furnished by or on behalf of the Company includes certain forward‐looking statements, forecasts, projections and estimates, including statements regarding the Company’s capital structure, propo

EX-99.1 2 lpslidesfor8k.htm EXHIBIT 99.1 January 2018 This presentation and the other information furnished by or on behalf of the Company includes certain forward‐looking statements, forecasts, projections and estimates, including statements regarding the Company’s capital structure, proposed refinancing transaction and Q4 and full year 2017 estimated financial performance, and such forward‐looki

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2018 (January 9, 2018) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of in

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2018 (December 29, 2017) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of i

SVR / Syniverse Holdings Inc 10-Q (Quarterly Report)

10-Q 1 svr-093017x10qword.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2017 (October 17, 201

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2017 (October 17, 2017) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2017 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organiza

Syniverse CEO Announces Retirement Search for Chief Executive Officer to commence

Exhibit 99.1 Syniverse CEO Announces Retirement Search for Chief Executive Officer to commence TAMPA, Fla. – August 31, 2017 – Syniverse President and CEO Stephen C. Gray today announced he will retire February 2018 when his agreement expires. This announcement is being made now, providing ample time for a global CEO search. Gray, a Syniverse Board member since The Carlyle Group’s acquisition of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2017 (August 8, 2017)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2017 (August 8, 2017) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorpor

Separation Agreement, dated as of May 15, 2017, among Syniverse Corporation and David H. Ratner (17)

EX-10.2 2 svr-63017xex102.htm EXHIBIT 10.2 SEPARATION AGREEMENT This SEPARATION AGREEMENT (the “Agreement”) is entered into as of May , 2017, by and among David Ratner (“Employee”), Syniverse Technologies, LLC, a Delaware limited liability company (the “Employer”) and Syniverse Corporation, a Delaware corporation (the “Company”). Employee, the Employer, and the Company are sometimes collectively r

SVR / Syniverse Holdings Inc 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2017 (May 23, 2017) SYNIV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2017 (May 23, 2017) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2017 (May 15, 2017) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation

SVR / Syniverse Holdings Inc 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 33

Second Amended and Restated Bylaws of Syniverse Holdings, Inc. (16)

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF SYNIVERSE HOLDINGS, INC. DATED: May 9, 2017 Adopted by Board: May 9, 2017 TABLE OF CONTENTS Page ARTICLE I 4 Offices 4 Section 1. Registered Office 4 Section 2. Other Offices. 4 ARTICLE II 4 Meetings of Stockholders 4 Section 1. Place of Meetings. 4 Section 2. Annual Meetings of Stockholders. 4 Section 3. Quorum; Adjourned Meetings and Notice There

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2017 (April 10, 2017) S

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2017 (April 10, 2017) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incor

Fourth Amendment to the Credit Agreement, dated as of April 10, 2017, by and among Syniverse Holdings, Inc., Buccaneer Holdings, LLC, the financial institutions and lenders from time to time party thereto and Barclays Bank PLC as administrative agent (15)

Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 10, 2017 (this “Fourth Amendment”), among Syniverse Holdings, Inc. (the “Borrower”), Buccaneer Holdings, LLC (“Holdings”), Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”), the Extending Lenders (as defined below), each L/C Issuer (under and as defined in the Credit Agreem

Employment Agreement, dated January 21, 2016, among Syniverse Corporation and David H. Ratner (14)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 21, 2016, among Syniverse Corporation, a Delaware corporation (“Syniverse” and, together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and David Ratner (“Executive”).

Employment Agreement, dated June 20, 2016, among Syniverse Corporation and Timothy Moss (14)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 20, 2016, among Syniverse Corporation, a Delaware corporation (“Syniverse” and, together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Timothy Moss (“Executive”).

SVR / Syniverse Holdings Inc 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333-176

SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2016 Subsidiary Name State or Other Jurisdiction of Incorporation Buccaneer Holdings, LLC Delaware Cibernet Limited United Kingdom Cibernet, LLC Delaware Grupo Syniverse Technolog

Exhibit 21.1 SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2016 Subsidiary Name State or Other Jurisdiction of Incorporation Buccaneer Holdings, LLC Delaware Cibernet Limited United Kingdom Cibernet, LLC Delaware Grupo Syniverse Technologies de Mexico S. de R.L. de C.V. Mexico Syniverse Foreign Holdings Corporation Delaware Hosted Data Solutions, LLC Delaware International

Ratio of Earnings to Fixed Charges (unaudited) (in thousands) Year Ended December 31, 2016 2015 2014 2013 2012 Net loss from continuing operations $ (65,170 ) $ (49,312 ) $ (46,300 ) $ (40,295 ) $ (195 ) Benefit from income taxes (42,807 ) (31,277 )

Exhibit 12.1 Ratio of Earnings to Fixed Charges (unaudited) (in thousands) Year Ended December 31, 2016 2015 2014 2013 2012 Net loss from continuing operations $ (65,170 ) $ (49,312 ) $ (46,300 ) $ (40,295 ) $ (195 ) Benefit from income taxes (42,807 ) (31,277 ) (25,093 ) (4,328 ) (7,889 ) Loss before benefit from income taxes (107,977 ) (80,589 ) (71,393 ) (44,623 ) (8,084 ) Fixed charges: Intere

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2017 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organiz

SYNIVERSE FOREIGN HOLDINGS CORPORATION as Issuer the Guarantors from time to time party to the Indenture WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 11, 2017 9.125% Senior Notes Due 2022

EX-4.2 Exhibit 4.2 EXECUTION VERSION SYNIVERSE FOREIGN HOLDINGS CORPORATION as Issuer and the Guarantors from time to time party to the Indenture and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 11, 2017 9.125% Senior Notes Due 2022 FIRST SUPPLEMENTAL INDENTURE, dated as of January 11, 2017 (this “Supplemental Indenture”), among Syniverse Forei

REGISTRATION RIGHTS AGREEMENT by and among Syniverse Holdings, Inc., Syniverse Foreign Holdings Corporation, the Guarantors party hereto Goldman, Sachs & Co., as Dealer Manager Dated as of January 11, 2017 REGISTRATION RIGHTS AGREEMENT

Exhibit 4.4 Execution Version REGISTRATION RIGHTS AGREEMENT by and among Syniverse Holdings, Inc., Syniverse Foreign Holdings Corporation, the Guarantors party hereto and Goldman, Sachs & Co., as Dealer Manager Dated as of January 11, 2017 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of January 11, 2017, by and among Syniverse Hold

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2017 (January 11, 2017) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incor

SYNIVERSE FOREIGN HOLDINGS CORPORATION, as Issuer 9.125% Senior Notes due 2022 Dated as of January 11, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Table of Contents Page ARTICLE I Definitions and Incorporation by Reference SECTION 1.1 Def

EX-4.1 2 d314675dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION SYNIVERSE FOREIGN HOLDINGS CORPORATION, as Issuer 9.125% Senior Notes due 2022 INDENTURE Dated as of January 11, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Table of Contents Page ARTICLE I Definitions and Incorporation by Reference SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions 47 SECTION 1.3 Rules of Construction

Holdings Guaranty, dated April 23, 2012, by Buccaneer Holdings, Inc. (13)

Exhibit 10.1 EXECUTION VERSION HOLDINGS GUARANTY Dated as of April 23, 2012 From BUCCANEER HOLDINGS, INC. as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN T A B L E O F C O N T E N T S Section Page Section 1. Guaranty 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free and Cle

Fourth Supplemental Indenture, dated September 16, 2014, among Syniverse Holdings, Inc., the new subsidiary guarantors party thereto and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee governing the 9.125% Senior Notes due 2019 (13)

Exhibit 4.3 FOURTH SUPPLEMENTAL INDENTURE THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of September 16, 2014 (this ?Supplemental Indenture?), is by and among Syniverse Holdings, Inc., a Delaware corporation (as successor to Buccaneer Merger Sub, Inc.) (the ?Issuer?), each of the parties identified as a New Subsidiary Guarantor on the signature pages hereto (each, a ?New Subsidiary Guarantor? and c

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2017 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organiza

Third Supplemental Indenture, dated June 12, 2014, among Syniverse Holdings, Inc., the new subsidiary guarantor party thereto and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee governing the 9.125% Senior Notes due 2019 (13)

Exhibit 4.2 EXECUTION VERSION THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE, dated as of June 12, 2014 (this “Supplemental Indenture”), is by and among Syniverse Holdings, Inc., a Delaware corporation (as successor to Buccaneer Merger Sub, Inc.) (the “Issuer”), the party identified as a New Subsidiary Guarantor on the signature pages hereto (the “New Subsidiary Guarantor”) and Wil

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Regulation FD Disclosure, Financial Statements and Exhibits

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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBE

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September 30, 2016 Ms. Cecilia Blye Chief Office of Global Security Risk Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Mail Stop 3561 Re: Syniverse Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 29, 2016 File No. 1- 32432 Dear Ms. Blye: This letter sets forth the responses of Syniverse Holdings, Inc. (the “C

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SVR / Syniverse Holdings Inc 10-Q - Quarterly Report - 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2015 (May 20, 2015) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of inco

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8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2015 (March 19, 2015) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incor

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* * * * *

AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS. AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of June 10, 2014, effective as of May 1, 2014 (the "Effective Date"), among Syniverse Corporation, a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the "Company'') and Alfredo T. de Carde

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2015 (March 6, 2015) SYN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2015 (March 6, 2015) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporati

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THIRD AMENDMENT THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 6, 2015 (this ?Third Amendment?), among Syniverse Holdings, Inc.

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EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 23, 2015, among Syniverse Corporation, a Delaware corporation (“Syniverse” and, together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Stephen C.

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Syniverse Corporation 8125 Highwoods Palm Way Tampa, FL 33647 August 26, 2014

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August 26, 2014 Syniverse Corporation Attention: Chairman of the Board of Directors 8125 Highwoods Palm Way Tampa, Florida 33647 Dear Chairman of the Board of Directors: I hereby confirm my resignation as (a) President and Chief Executive Officer of Syniverse Corporation (“Syniverse”) and an officer of all subsidiaries and affiliates of Syniverse, and (b) a member of the board of directors and all board committees of Syniverse and all subsidiaries and affiliates thereof, in each case effective as of August 20, 2014.

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8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2014 (August 20, 2014) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of inc

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EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 5, 2014, effective as of May 1, 2014 (the “Effective Date”), among Syniverse Corporation, a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and J

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2014 (August 11, 2014) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorpo

AGREEMENT AND PLAN OF MERGER by and among AICENT HOLDINGS CORPORATION, SYNIVERSE TECHNOLOGIES, LLC, PUTTER MERGERCO, INC., TA ASSOCIATES MANAGEMENT, L.P., as the Seller Representative DATED: MAY 12, 2014 Table of Contents Page ARTICLE 1 DEFINITIONS;

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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For Immediate Release Syniverse Completes Acquisition of Aicent New capabilities position Syniverse as the leader in LTE enablement to deliver the future potential of mobile TAMPA, Fla.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2014 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organizat

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CORRESP June 12, 2014 Larry Spirgel Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Syniverse Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 25, 2014 File No. 001-32432 Dear Mr. Spirgel: This letter is in response to your letter, dated May 1, 2014, providing comments with res

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 svr-06092014x8xkxemploymen.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2014 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jur

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2014 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organizatio

2011 Equity Incentive Plan of Syniverse Corporation (formerly known as the 2001 Equity Incentive Plan of Buccaneer Holdings, Inc.) (6)

Exhibit 10.1 2011 EQUITY INCENTIVE PLAN OF SYNIVERSE CORPORATION Syniverse Corporation hereby adopts this 2011 Equity Incentive Plan of Syniverse Corporation (the “Plan”). The purposes of this Plan are as follows: (1) To further the growth, development and financial success of the Company and its Subsidiaries (as defined herein), by providing additional incentives to employees, consultants and dir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 33

Syniverse Agrees to Acquire Aicent Acquisition anticipated to expand Syniverse’s global communications network, driving increased service and value to customers

For Immediate Release Syniverse Agrees to Acquire Aicent Acquisition anticipated to expand Syniverse’s global communications network, driving increased service and value to customers TAMPA, Fla.

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CORRESP 1 filename1.htm 919 Third Avenue New York, NY 10022 Tel 212 909 6000 Fax 212 909 6836 www.debevoise.com May 9, 2014 Larry Spirgel Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Syniverse Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 25, 2014 File No. 001-32432 Dear

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2014 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organizat

Syniverse Appoints Julius Genachowski to Board of Directors

Syniverse Appoints Julius Genachowski to Board of Directors TAMPA, Fla. - April 21, 2014 - Syniverse announced today that Julius Genachowski has joined its Board of Directors. Based in Washington, D.C., Genachowski is a Managing Director in The Carlyle Group’s U.S. Buyout team, focusing on acquisitions and growth investments in global technology, media and telecom, including Internet and mobile. H

Form of Restricted Stock Award Agreement for 2011 Equity Incentive Plan (5)

2011 EQUITY INCENTIVE PLAN OF BUCCANEER HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the ?Agreement?) is entered into as of this day of (the ?Grant Date?) by and between Buccaneer Holdings, Inc. (the ?Company?) and (the ?Recipient?). AGREEMENT In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration,

Leigh Hennen

EX-10.3 3 svr-123113xex103.htm EXHIBIT 10.3 Leigh Hennen Chief Human Resources Officer April 8, 2013 Mr. Edmond B. Lewis 722 W. Buckingham Place Chicago, IL 60657 Dear Ed: We are pleased to offer you an opportunity to joi n Syniverse Technologies as Senior Vice President & Chief Strategy Officer reporting to Jeff Gordon, President and CEO. You are being offered an annual salary of $325,000 which e

SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2013 Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, LLC Delaware Hosted Data Solutions, LLC Delaware Syniverse Technologies S.R.L. de C.V. Me

EX-21.1 9 svr-123113xex211.htm EXHIBIT 21.1 Exhibit 21.1 SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2013 Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, LLC Delaware Hosted Data Solutions, LLC Delaware Syniverse Technologies S.R.L. de C.V. Mexico Syniverse Technologies Korea Yuhan Hoesa LLC South Korea Syniverse Technologies S.R.L. A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333-176

FIRST AMENDMENT TO THE 2011 EQUITY INCENTIVE PLAN BUCCANEER HOLDINGS, INC.

EX-10.20 7 svr-1231x13xex1020.htm EXHIBIT 10.20 FIRST AMENDMENT TO THE 2011 EQUITY INCENTIVE PLAN OF BUCCANEER HOLDINGS, INC. This FIRST AMENDMENT TO THE 2011 EQUITY INCENTIVE PLAN OF BUCCANEER HOLDINGS, INC. (this “Amendment”), dated as of August 16, 2013, is made and adopted by Buccaneer Holdings, Inc., a Delaware corporation (the “Company”), subject to the approval of the stockholders of the Co

August 5, 2013

EX-10.16 5 svr-123113xex1016.htm EXHIBIT 10.16 August 5, 2013 Joseph DiFonzo Dear Joe: We are pleased to confirm your promotion to Chief Technology Officer reporting to Jeff Gordon, CEO & President. You are being offered a $330,000 USD base annual salary. ANNUAL INCENTIVE PLAN In addition to base salary, you will have an opportunity to earn a cash bonus each year, commencing with the 2013 calendar

Ratio of Earnings to Fixed Charges (unaudited) (in thousands)

Exhibit 12.1 Ratio of Earnings to Fixed Charges (unaudited) (in thousands) Successor Predecessor January 13 January 1 Year Ended Year Ended through through Year Ended Year Ended December 31, December 31, December 31, January 12, December 31, December 31, 2013 2012 2011 2011 2010 2009 Net (loss) income $ (40,295 ) $ (195 ) $ (19,669 ) $ (30,767 ) $ 92,619 $ 65,677 (Benefit from) provision for incom

First Supplemental Indenture, dated January 13, 2011, among Syniverse Holdings, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee governing the 9.125% Senior Notes due 2019 (5)

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 13, 2011 (this “First Supplemental Indenture”), is by and among Syniverse Holdings, Inc.

CONTRACT OF EMPLOYMENT

EX-10.4 4 svr-123113xex104.htm EXHIBIT 10.4 CONTRACT OF EMPLOYMENT BETWEEN: MACH Sàrl, having its registered office in L-5326 Contern, 15, Rue Edmond Reuter, a wholly owned subsidiary of Syniverse Holdings, Inc., a Delaware Corporation hereinafter the “Employer” AND: Morten Brogger, residing in L-2335 Luxembourg, 27, Rue N-S Pierret hereinafter the “Employee” together the “Parties” IT IS AGREED AS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2014 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organiz

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organiz

Second Amendment, dated as of September 23, 2013, by and among Syniverse Holdings, Inc., Buccaneer Holdings, Inc., the financial institutions and lenders from time to time party thereto and Barclays Bank PLC as administrative agent (4)

EXECUTION VERSION SECOND AMENDMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of September 23, 2013 among Syniverse Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBE

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organ

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organ

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organiza

WP Roaming III S.à r.l. and subsidiaries Consolidated financial statements 31 December 2012 U.S. GAAP Final March 27, 2013 WP Roaming III S.à r.l. and subsidiaries Table of contents Pages Report of Independent Auditors 3 - 4 Consolidated balance shee

Exhibit 99.1 WP Roaming III S.à r.l. and subsidiaries Consolidated financial statements 31 December 2012 U.S. GAAP Final March 27, 2013 WP Roaming III S.à r.l. and subsidiaries Table of contents Pages Report of Independent Auditors 3 - 4 Consolidated balance sheets 5 Consolidated statements of operations 6 Consolidated statements of comprehensive income (loss) 7 Consolidated statements of changes

WP Roaming III S.à r.l. and subsidiaries Unaudited condensed interim consolidated financial statements 31st March 2013 U.S. GAAP Final May 14, 2013 WP Roaming III S.à r.l. and subsidiaries Table of contents Page Review Report of Independent Auditors

EX-99.2 3 a992-q12013machunauditedco.htm EXHIBIT Exhibit 99.2 WP Roaming III S.à r.l. and subsidiaries Unaudited condensed interim consolidated financial statements 31st March 2013 U.S. GAAP Final May 14, 2013 WP Roaming III S.à r.l. and subsidiaries Table of contents Page Review Report of Independent Auditors 2 Unaudited condensed interim consolidated balance sheets 3 Unaudited condensed interim

SYNIVERSE HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 SYNIVERSE HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 30, 2012, Syniverse Holdings, Inc. (“Syniverse”, “the Company,” “us,” or “we”) entered into an agreement (the “Agreement”) to acquire all of the shares and preferred equity certificates (whether convertible or not) in WP Roaming III S.á r.l., a Luxembourg limited liability company (“MACH”), e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333

[Remainder of Page Intentionally Left Blank]

EX-10.3 4 svr-63013xex103.htm EXHIBIT EXECUTION COPY FIRST AMENDMENT, dated as of May 28, 2013 (this “Amendment”), to the Credit Agreement (as defined below), is entered into among SYNIVERSE MAGELLAN FINANCE, LLC, a Delaware limited liability company (the “Initial Borrower”), each of the Initial Lenders and the Administrative Agent (as defined below) and amends the Credit Agreement, dated as of Fe

BARCLAYS 745 Seventh Avenue New York, NY 10019

EXECUTION VERSION BARCLAYS 745 Seventh Avenue New York, NY 10019 DEUTSCHE BANK TRUST COMPANY AMERICAS DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC.

WP ROAMING S.? R.L. SYNIVERSE HOLDINGS, INC. SYNIVERSE LUXEMBOURG HOLDINGS 3 S.? R.L.

WP ROAMING S.À R.L. AND SYNIVERSE HOLDINGS, INC. AND SYNIVERSE LUXEMBOURG HOLDINGS 3 S.À R.L. AMENDMENT AGREEMENT relating to the agreement for the sale and purchase of all shares in and preferred equity certificates (whether convertible or not) issued by WP Roaming III S.à r.l. dated 30 June 2012 21 June 2013 DD\400255.6 AMENDMENT AGREEMENT dated 21 June 2013 PARTIES 1. WP ROAMING S.À R.L., a lim

ESCROW AGREEMENT dated as of May 28, 2013 SYNIVERSE MAGELLAN FINANCE, LLC, BARCLAYS BANK PLC, as Administrative Agent Wilmington Trust, N.A., as Escrow Agent ESCROW AGREEMENT

EXECUTION ESCROW AGREEMENT dated as of May 28, 2013 among SYNIVERSE MAGELLAN FINANCE, LLC, BARCLAYS BANK PLC, as Administrative Agent and Wilmington Trust, N.

Incremental Commitment Amendment, dated as of June 28, 2013, to the Credit Agreement by and among Syniverse Holdings, Inc., Buccaneer Holdings Inc., Barclays Bank PLC as administrative agent, swing line lender and l/c issuer, and the other financial institutions and lenders from time to time party thereto (3)

Execution Version INCREMENTAL COMMITMENT AMENDMENT INCREMENTAL COMMITMENT AMENDMENT, dated as of June 28, 2013 (this “Incremental Commitment Amendment”), to the Credit Agreement referred to below among Syniverse Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organizat

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Correspondence Laura E. Binion Senior Vice President and General Counsel July 26, 2013 Via EDGAR Cecilia Blye, Chief Office of Global Security Risk Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Syniverse Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed March 6, 2013 Response dated June 19, 2013 File No. 1

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Correspondence One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 404-881-7000 Fax: 404-253-8390 www.

Syniverse Completes Acquisition of MACH New capabilities will help Syniverse rapidly deliver innovative services that enhance mobile experiences

FOR IMMEDIATE RELEASE Syniverse Completes Acquisition of MACH New capabilities will help Syniverse rapidly deliver innovative services that enhance mobile experiences TAMPA, Fla.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 s62813form8-kmach.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdictio

Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organizati

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Correspondence Laura E. Binion Senior Vice President and General Counsel June 17, 2013 Via EDGAR Cecilia Blye, Chief Office of Global Security Risk Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Syniverse Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed March 6, 2013 File No. 1-32432 Dear Ms. Blye: This le

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Correspondence One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 404-881-7000 Fax: 404-253-8390 www.

Syniverse Divests Certain MACH Assets to Starhome Agreement to sell MACH’s EEA data clearing and NRTRDE fulfills antitrust commitments for Syniverse acquisition of MACH

Syniverse Divests Certain MACH Assets to Starhome Agreement to sell MACH’s EEA data clearing and NRTRDE fulfills antitrust commitments for Syniverse acquisition of MACH TAMPA, Fla.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organizatio

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 33

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or organization

SUBSIDIARIES OF REGISTRANT SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2012 Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, LLC Delaware Syniverse Brience LLC Delaware Syniverse Technolo

EX-21.1 7 svr-123112xex211.htm EXHIBIT Exhibit 21.1 SUBSIDIARIES OF REGISTRANT SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2012 Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, LLC Delaware Syniverse Brience LLC Delaware Syniverse Technologies S.R.L. de C.V. Mexico Syniverse Technologies Korea Yuhan Hoesa LLC South Korea Syniverse Tech

Ratio of Earnings to Fixed Charges Syniverse Holdings, Inc. (unaudited) (in thousands)

Exhibit 12.1 Ratio of Earnings to Fixed Charges Syniverse Holdings, Inc. (unaudited) (in thousands) Successor Predecessor January 13 January 1 Year Ended through through Year Ended Year Ended Year Ended December 31, December 31, January 12, December 31, December 31, December 31, 2012 2011 2011 2010 2009 2008 Net (loss) income $ (195 ) $ (19,669 ) $ (30,767 ) $ 92,619 $ 65,677 $ 78,464 (Benefit fro

CREDIT AGREEMENT Dated as of February 4, 2013 Syniverse Magellan Finance, LLC as the Borrower, BARCLAYS BANK PLC, as Administrative Agent The Other Lenders Party Hereto. BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES

Execution Version CREDIT AGREEMENT Dated as of February 4, 2013 among Syniverse Magellan Finance, LLC as the Borrower, BARCLAYS BANK PLC, as Administrative Agent and The Other Lenders Party Hereto.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of November 14, 2011, among Buccaneer Holdings, Inc.

BARCLAYS 745 Seventh Avenue New York, NY 10019

BARCLAYS 745 Seventh Avenue New York, NY 10019 DEUTSCHE BANK TRUST COMPANY AMERICAS DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 333-176

CONSULTING AGREEMENT

EX-10.8 2 svr-123112xex108.htm EXHIBIT CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), entered into as of December 1, 2012 (the “Effective Date”), is entered into by and between Syniverse Technologies, LLC, a Delaware limited liability company (together with any successor(s) thereto, the “Company”) and Tony G. Holcombe (the “Consultant”). RECITALS The Company desires to engage th

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation o

Regulation FD Disclosure

Form 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2013 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2012 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

WP ROAMING S.À R.L. SYNIVERSE HOLDINGS, INC. for the sale and purchase of all shares in and preferred equity certificates (whether convertible or not) issued by WP Roaming III S.à r.l. 30 June 2012 dated 30 June 2012

EX-10.4 2 d351692dex104.htm EX-10.4 Exhibit 10.4 WP ROAMING S.À R.L. AND SYNIVERSE HOLDINGS, INC. AGREEMENT for the sale and purchase of all shares in and preferred equity certificates (whether convertible or not) issued by WP Roaming III S.à r.l. 30 June 2012 CONTENTS Clause Page Exhibits 4 Schedules 5 Definitions 6 1. Corporate Structure 16 2. Sale and Purchase 17 3. Price 18 4. Deposit 22 5. Co

BARCLAYS 745 Seventh Avenue New York, NY 10019

EX-10.5 Exhibit 10.5 Execution Version BARCLAYS 745 Seventh Avenue New York, NY 10019 DEUTSCHE BANK TRUST COMPANY AMERICAS DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 CREDIT SUISSE AG CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010 GOLDMAN SACHS BANK USA 200 West Street New York, NY 10282 CONFIDENTIAL June

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2012 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of incorporation or

Syniverse Agrees to Acquire MACH Acquisition will benefit mobile users with increased reach, enhanced mobile ecosystem interoperability and improved time-to-market for advanced services

EX-99.1 2 d375129dex991.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Syniverse Agrees to Acquire MACH Acquisition will benefit mobile users with increased reach, enhanced mobile ecosystem interoperability and improved time-to-market for advanced services TAMPA, Fla. – July 3, 2012 – In a strategic move to expand its global reach and scale, Syniverse announced today that it has signed a def

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2012 SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32432 30-0041666 (State or other jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2012 (April 23, 2012) SYNIVERSE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-176382 30-0041666 (State or other Jurisdiction of

Subsidiary Guaranty, dated April 23, 2012, by the Subsidiary Guarantors party thereto (2)

Subsidiary Agreement Exhibit 10.2 EXECUTION VERSION SUBSIDIARY GUARANTY Dated as of April 23, 2012 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN TABLE OF CONTENTS Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3

Credit Agreement, dated April 23, 2012 by and among Syniverse Holdings, Inc., Buccaneer Holdings, Inc., Barclays Bank PLC, as administrative agent, swing line lender and l/c issuer, and the other financial institutions and lenders from time to time party thereto (2)

Credit Agreement Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of April 23, 2012 among SYNIVERSE HOLDINGS, INC., as the Borrower, BUCCANEER HOLDINGS, INC., as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto. BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., and SUMITOMO MITSUI

Security Agreement, dated April 23, 2012, by and among Syniverse Holdings, Inc., Buccaneer Holdings, Inc. and the Subsidiary Guarantors party thereto, and Barclays Bank PLC, as administrative agent (2)

Security Agreement Exhibit 10.3 EXECUTION VERSION SECURITY AGREEMENT Dated April 23, 2012 From The Grantors referred to herein as Grantors to BARCLAYS BANK PLC as Administrative Agent Syniverse Security Agreement TABLE OF CONTENTS Section Page Section 1. Grant of Security 2 Section 2. Security for Obligations 7 Section 3. Grantors Remain Liable 7 Section 4. Delivery and Control of Security Collate

SUBSIDIARIES OF REGISTRANT SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2011 Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, Inc. Delaware Syniverse Technologies Brience LLC Delaware Perf

EX-21.1 3 d263132dex211.htm SUBSIDIARIES OF REGISTRANT Exhibit 21.1 SUBSIDIARIES OF REGISTRANT SYNIVERSE HOLDINGS, INC. SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2011 Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, Inc. Delaware Syniverse Technologies Brience LLC Delaware Perfect Profit International Limited British Virgin Islands Syniverse Technologies S.R

Ratio of Earnings to Fixed Charges Syniverse Holdings, Inc. (unaudited) (dollars in thousands) Successor Predecessor January 13 through December 31, 2011 January 1 through January 12, 2011 Year Ended December 31, 2010 Year Ended December 31, 2009 Yea

Ratio of Earnings Exhibit 12.1 Ratio of Earnings to Fixed Charges Syniverse Holdings, Inc. (unaudited) (dollars in thousands) Successor Predecessor January 13 through December 31, 2011 January 1 through January 12, 2011 Year Ended December 31, 2010 Year Ended December 31, 2009 Year Ended December 31, 2008 Year Ended December 31, 2007 Net income (loss) $ (19,669 ) $ (30,767 ) $ 92,619 $ 65,677 $ 78

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Syniverse Holdings, Inc. Subsidiary Guarantors of Syniverse Holdings, Inc. Offer to Exchange Up to $475,000,000 principal amount of its 9.125% Senior Notes due 2019 that have been registered under the Securities Act of 1933 for a like principal amoun

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration File No. 333-176382 Prospectus Syniverse Holdings, Inc. and Subsidiary Guarantors of Syniverse Holdings, Inc. Offer to Exchange Up to $475,000,000 principal amount of its 9.125% Senior Notes due 2019 that have been registered under the Securities Act of 1933 for a like principal amount of any and all of its outstanding 9.125% Senior N

AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment to Employment Agreement Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) to that certain Employment Agreement by and between Buccaneer Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any suceessor(s) thereto, the “Company”) and Jeffrey Gordon (“Executive”), dated May 3, 20

AMENDED AND RESTATED BYLAWS BUCCANEER MERGER SUB, INC. ARTICLE I.

EX-3.2 3 dex32.htm AMENDED AND RESTATED BYLAWS Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BUCCANEER MERGER SUB, INC. ARTICLE I. OFFICES Section 1. Registered Office. The registered office of Buccaneer Merger Sub, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Statemrny of Eligibility Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its c

AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment to Employment Agreement Exhibit 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) to that certain Employment Agreement by and between Buccaneer Holdings, Inc. a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and David W. Hitchcock (“Executive”), dated May 3,

SYNIVERSE HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In Thousands) Successor Predeccessor Six Months Ended Year Ended Period from January 13 to June 30, 2011 Period from January 1 to January 12, 2011 June 30, 2010 December 31,

State regarding computation of ratio of earnings Exhibit 12.1 SYNIVERSE HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In Thousands) Successor Predeccessor Six Months Ended Year Ended Period from January 13 to June 30, 2011 Period from January 1 to January 12, 2011 June 30, 2010 December 31, 2010 December 31, 2009 December 31, 2008 December 31, 2007 December 31, 2006 (unaudited)

REGISTRATION RIGHTS AGREEMENT by and among Buccaneer Merger Sub, Inc., Credit Suisse Securities (USA) LLC Barclays Capital Inc. Goldman, Sachs & Co., as Initial Purchasers Dated as of December 22, 2010 REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT by and among Buccaneer Merger Sub, Inc., and Credit Suisse Securities (USA) LLC Barclays Capital Inc. Goldman, Sachs & Co., as Initial Purchasers Dated as of December 22, 2010 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2010, by and among Bucca

CONSULTING AGREEMENT

Consulting Agreement Exhibit 10.9 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), entered into as of June 15, 2011 and effective as of July 1, 2011 (the “Effective Date”) (except Section 6 of this Agreement which shall be effective as of June 15, 2011), is entered into by and between Buccaneer Holdings, Inc., a Delaware corporation (together with any successor(s) thereto, the “Co

SUBSIDIARY GUARANTY Dated as of January 13, 2011 THE GUARANTORS NAMED HEREIN THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN T A B L E O F C O N T E N T

Form of Subsidiary Guaranty Exhibit 10.16 SUBSIDIARY GUARANTY Dated as of January 13, 2011 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN T A B L E O F C O N T E N T S Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Secti

CERTIFICATE OF INCORPORATION VERISIGN ICX CORPORATION

EX-3.6 7 dex36.htm CERTIFICATE OF INCORPORATION Exhibit 3.6 CERTIFICATE OF INCORPORATION OF VERISIGN ICX CORPORATION I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows: FIRST: the name of the corporation is VeriSign ICX Corporation (hereina

SUBSIDIARIES OF SYNIVERSE HOLDINGS, INC. (Delaware) Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, Inc. Delaware Syniverse Brience LLC Delaware Perfect Profit International Limited British Virgin Islands Synivers

List of Subsidiaries Exhibit 21.1 SUBSIDIARIES OF SYNIVERSE HOLDINGS, INC. (Delaware) Subsidiary Name State or Other Jurisdiction of Incorporation Syniverse Technologies, Inc. Delaware Syniverse Brience LLC Delaware Perfect Profit International Limited British Virgin Islands Syniverse Technologies S.R.L. de C.V. Mexico Syniverse Technologies Korea Yuhan Hoesa South Korea Syniverse Technologies S.R

Indenture, dated as of December 22, 2010, among Buccaneer Merger Sub, Inc. (which merged into Syniverse Holdings, Inc.) and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee governing the 9.125% Senior Notes due 2019 (1)

Indenture Exhibit 4.1 BUCCANEER MERGER SUB, INC., as Issuer 9.125% Senior Notes due 2019 INDENTURE Dated as of December 22, 2010 WILMINGTON TRUST FSB, as Trustee CROSS-REFERENCE TABLE TIA Section Indenture Section 303 1.4 310 (a)(1) 7.9 (a)(2) 7.9 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.9 (b) 7.9 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.5 (b) 12.17 (c) 12.17 313 (a) 7.12 (b) 7.12 (b)(1) 7.12 (b)

BY-LAWS VERISIGN ICX CORPORATION ARTICLE I

Bylaws of Syniverse ICX Corporation Exhibit 3.8 BY-LAWS OF VERISIGN ICX CORPORATION ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge

Letter of Transmittal To Tender for Exchange 9.125% Senior Notes due 2019 Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011

EX-99.1 34 dex991.htm FORM OF LETTER OF TRANSMITTAL Exhibit 99.1 Letter of Transmittal To Tender for Exchange 9.125% Senior Notes due 2019 of Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS M

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF TSI TELECOMMUNICATION SERVICES INC.

EX-3.4 5 dex34.htm CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.4 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF TSI TELECOMMUNICATION SERVICES INC. The undersigned, on behalf of TSI TELECOMMUNICATION SERVICES INC., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Dela

EMPLOYMENT AGREEMENT

Employment Agreement Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of May 3, 2011, among Buccaneer Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successors) thereto, the “Company”) and David W. Hitchcock (“Executive”). WHEREAS, the services of Executive and his managerial and

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SYNIVERSE HOLDINGS, INC.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SYNIVERSE HOLDINGS, INC. FIRST: The name of the corporation (hereinafter sometimes referred to as the ?Corporation?) is: Syniverse Holdings, Inc. (originally incorporated as TSI Telecommunication Holdings, Inc. on November 9, 2001) SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209

RESTATED CERTIFICATE OF INCORPORATION TSI TELECOMMUNICATION SERVICES INC. * * * * Adopted in accordance with the provisions of §242 and §245 of the General Corporation Law of the State of Delaware * * * *

EX-3.3 4 dex33.htm RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF TSI TELECOMMUNICATION SERVICES INC. * * * * Adopted in accordance with the provisions of §242 and §245 of the General Corporation Law of the State of Delaware * * * * TSI Telecommunication Service Inc. filed its original Certificate of Incorporation with the Delaware Secretary of State on

- CONFORMED TO INCLUDE JANUARY 3, 2011 AMENDMENT - CREDIT AGREEMENT Dated as of December 21, 2010 BUCCANEER MERGER SUB, INC. (TO BE MERGED WITH AND INTO SYNIVERSE HOLDINGS, INC.) as the Borrower, BUCCANEER HOLDINGS, INC., as Holdings, BARCLAYS BANK P

EX-10.15 27 dex1015.htm FORM OF CREDIT AGREEMENT Exhibit 10.15 - CONFORMED TO INCLUDE JANUARY 3, 2011 AMENDMENT - CREDIT AGREEMENT Dated as of December 21, 2010 among BUCCANEER MERGER SUB, INC. (TO BE MERGED WITH AND INTO SYNIVERSE HOLDINGS, INC.) as the Borrower, BUCCANEER HOLDINGS, INC., as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION VERISIGN ICX CORPORATION

Certificate of Amendment to Certificate of Incorporation Exhibit 3.7 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VERISIGN ICX CORPORATION VERISIGN ICX CORPORATION, a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”) (the “Corporation”), does hereby certify: I. The amendment to the Corporation’s Certificate of Incorporati

Form of Director Indemnification Agreement (1)

Form of Director Indemnification Agmt Exhibit 10.14 DIRECTOR INDEMNIFICATION AGREEMENT This Director Indemnification Agreement (“Agreement”) is made as of January , 2011 by and between Buccaneer Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS: WHEREAS, directors, officers, and other persons in service to corporations or business enterprises are being increasing

Notice of Guaranteed Delivery With Respect to Tender of Any and All Outstanding 9.125% Senior Notes due 2019 In Exchange For 9.125% Senior Notes due 2019 Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011

Form of Notice of Guaranteed Delivery Exhibit 99.2 Notice of Guaranteed Delivery With Respect to Tender of Any and All Outstanding 9.125% Senior Notes due 2019 In Exchange For 9.125% Senior Notes due 2019 of Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MA

Letter to Beneficial Holders Regarding the Offer to Exchange Any and All Outstanding 9.125% Senior Notes due 2019 9.125% Senior Notes due 2019 Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011

Form of Letter to Beneficial Owners Exhibit 99.4 Letter to Beneficial Holders Regarding the Offer to Exchange Any and All Outstanding 9.125% Senior Notes due 2019 for 9.125% Senior Notes due 2019 of Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTE

Third Amended and Restated Certificate of Incorporation of Syniverse Holdings, Inc. (1)

S-4 1 ds4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on August 18, 2011 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYNIVERSE HOLDINGS, INC. (as Issuer) SEE TABLE OF ADDITIONAL REGISTRANTS ON THE FOLLOWING PAGE (Exact Name of Registrant as Specif

Letter to DTC Participants Regarding the Offer to Exchange Any and All Outstanding 9.125% Senior Notes due 2019 9.125% Senior Notes due 2019 Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011

EX-99.3 36 dex993.htm FORM OF LETTER TO THE DEPOSITARY TRUST COMPANY PARTICIPANTS Exhibit 99.3 Letter to DTC Participants Regarding the Offer to Exchange Any and All Outstanding 9.125% Senior Notes due 2019 for 9.125% Senior Notes due 2019 of Syniverse Holdings, Inc. Pursuant to the Prospectus dated , 2011 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011, UNLESS EXTENDED

BY-LAWS TSI TELECOMMUNICATION SERVICES INC. A Delaware corporation (Adopted as of February 14, 2002) ARTICLE I

Bylaws of Syniverse Technologies, Inc Exhibit 3.5 BY-LAWS OF TSI TELECOMMUNICATION SERVICES INC. A Delaware corporation (Adopted as of February 14, 2002) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 9 East Loockerman Street, Dover, Delaware, County of Kent 19901. The name of the corporation’s registered agent

AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment to Employment Agreement Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) to that certain Employment Agreement by and between Buccaneer Holdings, Inc. a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Alfredo T. De Cardenas (“Executive”), dated Ma

EMPLOYMENT AGREEMENT

EX-10.10 22 dex1010.htm EMPLOYMENT AGREEMENT Exhibit 10.10 EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of May 1, 2011, among Syniverse Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Eugene Bergen Henegouwen (“Executive”). WHEREAS, the services of E

Management Stockholders Agreement, dated April 6, 2011, by and among Buccaneer Holdings, Inc., certain Carlyle entities named therein, and certain individual stockholders who become parties thereto from time to time in accordance with the terms thereof (1)

Exhibit 10.13 MANAGEMENT STOCKHOLDERS AGREEMENT OF BUCCANEER HOLDINGS, INC. This MANAGEMENT STOCKHOLDERS AGREEMENT (“Agreement”), dated as of April 6, 2011 is entered into by and among Buccaneer Holdings, Inc., a Delaware corporation (the “Company”), Carlyle Partners V, L.P., a Delaware limited partnership (“CP V”), Carlyle Partners V-A, L.P., a Delaware limited partnership (“CP V-A”), CP V Coinve

The Rapid Roaming Company

Bylaws of the Rapid Roaming Company Exhibit 3.10 Bylaws of The Rapid Roaming Company ARTICLE I. DIRECTORS Section 1. Function. All corporate powers shall be exercised by or under the authority of the Board of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons who are at least 18 years of age but n

Electronic Articles of Incorporation

EX-3.9 10 dex39.htm ARTICLES OF INCORPORATION Exhibit 3.9 Electronic Articles of Incorporation For THE RAPID ROAMING COMPANY The undersigned incorporator, for the purpose of forming a Florida profit corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: THE RAPID ROAMING COMPANY Article II The principal place of business address: 3700 AIRPORT

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (the ?Agreement?) is made as of May 3, 2011, among Buccaneer Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the ?Company?) and Jeffrey Gordon (?Executive?). WHEREAS, the services of Executive and his managerial and professional experience

2011 EQUITY INCENTIVE PLAN BUCCANEER HOLDINGS, INC.

2011 Equity Incentive Plan Exhibit 10.11 2011 EQUITY INCENTIVE PLAN OF BUCCANEER HOLDINGS, INC. Buccaneer Holdings, Inc. hereby adopts this 2011 Equity Incentive Plan of Buccaneer Holdings, Inc. (the “Plan”). The purposes of this Plan are as follows: (1) To further the growth, development and financial success of the Company and its Subsidiaries (as defined herein), by providing additional incenti

Form of Stock Option Agreement for 2011 Equity Incentive Plan (1)

Form of Stock Option Agreement Exhibit 10.12 2011 EQUITY INCENTIVE PLAN OF BUCCANEER HOLDINGS, INC. STOCK OPTION AGREEMENT GRANT NOTICE Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan of Buccaneer Holdings, Inc. (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) an

EMPLOYMENT AGREEMENT

EX-10.3 17 dex103.htm EMPLOYMENT AGREEMENT Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of May 3, 2011, among Buccaneer Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Alfredo T. De Cardenas (“Executive”). WHEREAS, the services of Execut

SECURITY AGREEMENT Dated December 21, 2010 The Grantors referred to herein as Grantors BARCLAYS BANK PLC as Administrative Agent T A B L E O F C O N T E N T S Section Page Section 1. Grant of Security 2 Section 2. Security for Obligations 6 Section 3

EX-10.17 29 dex1017.htm FORM OF SECURITY AGREEMENT Exhibit 10.17 SECURITY AGREEMENT Dated December 21, 2010 From The Grantors referred to herein as Grantors to BARCLAYS BANK PLC as Administrative Agent T A B L E O F C O N T E N T S Section Page Section 1. Grant of Security 2 Section 2. Security for Obligations 6 Section 3. Grantors Remain Liable 7 Section 4. Delivery and Control of Security Collat

CUSIP 87163F106 Page 1 of 7 Pages

CUSIP 87163F106 Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Syniverse Holdings (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Syniverse Holdings (Name of Issuer) COMMON STOCK (Title of Class of Securities) 87163F106 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1)*

syniverseholdingsamend1.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1)* Name of issuer: SYNIVERSE HOLDINGS INC Title of Class of Securities: COMMON STOCK CUSIP Number: 87163F106 Date of Event Which Requires Filing of this Statement: December 31, 2010 Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

Certification and Notice of Termination of Registration under section 12(g) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Syniverse Completes Acquisition by The Carlyle Group

Syniverse Holdings, Inc. press release, dated January 13, 2011 Exhibit 99.1 Syniverse Completes Acquisition by The Carlyle Group TAMPA, Fla. – Jan. 13, 2011 – Syniverse Technologies, a leading provider of technology and business solutions for the global telecommunications industry, today announced that it has completed the process of being acquired by an affiliate of The Carlyle Group, a global al

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 25, 2011, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2011 SYNIVERSE HOLDIN

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2011 SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware Delaware 001-32432 333-88168 30-0041666

Syniverse Stockholders Approve Merger Agreement with The Carlyle Group

Exhibit 99.1 Syniverse Stockholders Approve Merger Agreement with The Carlyle Group TAMPA, Fla. ? Jan. 12, 2011 ? Syniverse Holdings, Inc. (NYSE:SVR), a leading provider of technology and business solutions for the global telecommunications industry, today announced that its stockholders have voted to approve the proposed merger with an affiliate of The Carlyle Group, a global alternative asset ma

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2011 SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware Delaware 001-32432 333-88168 30-0041666 06-12623

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101)

Definitive Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101)

Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101)

Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Syniverse Reports Strong Third Quarter Results Messaging, mobile data continue to drive growth

EX-99.1 2 dex991.htm PRESS RELEASE ISSUED BY SYNIVERSE HOLDINGS, INC. ON NOVEMBER 2, 2010 Exhibit 99.1 FOR IMMEDIATE RELEASE Syniverse Reports Strong Third Quarter Results Messaging, mobile data continue to drive growth TAMPA, Fla. – Nov. 2, 2010 – Syniverse Holdings, Inc. (NYSE:SVR), a leading provider of technology and business solutions for the global telecommunications industry, today reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2010 SYNIVERSE HOLDIN

Form 8 K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2010 SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware Delaware 001-32432 333-88168 30-0041666

AGREEMENT AND PLAN OF MERGER BUCCANEER HOLDINGS, INC., BUCCANEER MERGER SUB, INC., SYNIVERSE HOLDINGS, INC. Dated as of October 28, 2010 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effectiv

Agreement and Plan of Merger Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among BUCCANEER HOLDINGS, INC., BUCCANEER MERGER SUB, INC., and SYNIVERSE HOLDINGS, INC. Dated as of October 28, 2010 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation; Bylaws 2 Sec

AGREEMENT AND PLAN OF MERGER BUCCANEER HOLDINGS, INC., BUCCANEER MERGER SUB, INC., SYNIVERSE HOLDINGS, INC. Dated as of October 28, 2010 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effectiv

EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among BUCCANEER HOLDINGS, INC., BUCCANEER MERGER SUB, INC., and SYNIVERSE HOLDINGS, INC. Dated as of October 28, 2010 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2010 SYNIVERSE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2010 SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware Delaware 001-32432 333-88168 30-0041666 06-12623

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EX-99.1 3 dex991.htm TRANSCRIPT OF VIDEO MESSAGE TO ALL SYNIVERSE EMPLOYEES Exhibit 99.1 Transcript of Video Message to All Syniverse Employees Syniverse Acquisition by the Carlyle Group Q&A with Tony Holcombe October 28, 2010 Question: How is this acquisition going to affect our company operationally? Tony Holcombe: Well, that’s a great question; really what we expect is very little impact. The C

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Exhibit 99.1 Transcript of Video Message to All Syniverse Employees Syniverse Acquisition by the Carlyle Group Q&A with Tony Holcombe October 28, 2010 Question: How is this acquisition going to affect our company operationally? Tony Holcombe: Well, that?s a great question; really what we expect is very little impact. The Carlyle Group, a private equity company, was very interested in buying Synive

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2010 SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware Delaware 001-32432 333-88168 30-0041666 06-12623

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Press Release issued by Syniverse Holdings, Inc. Exhibit 99.1 October 28, 2010 The Carlyle Group to Buy Syniverse Technologies for $31 per share in $2.6 Billion Transaction TAMPA, Fla. – Oct. 28, 2010 – Syniverse Technologies (NYSE:SVR), a leading provider of technology and business solutions for the global telecommunications industry, today announced that it has entered into a definitive agreemen

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2010 SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware Delaware 001-32432 333-88168 30-0041666 06-12623

EMAIL MESSAGE FROM SYNIVERSE CEO TO ALL EMPLOYEES

Email from ECO to all Syniverse Employees Exhibit 99.2 EMAIL MESSAGE FROM SYNIVERSE CEO TO ALL EMPLOYEES I am pleased to announce that Syniverse has signed a definitive agreement to be acquired by The Carlyle Group, global alternative asset manager, for $2.6 billion in cash. Carlyle will acquire all of the outstanding common shares of Syniverse for $31 per share, providing shareholders with a sign

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Press Release issued by Syniverse Holdings, Inc. Exhibit 99.1 October 28, 2010 The Carlyle Group to Buy Syniverse Technologies for $31 per share in $2.6 Billion Transaction TAMPA, Fla. – Oct. 28, 2010 – Syniverse Technologies (NYSE:SVR), a leading provider of technology and business solutions for the global telecommunications industry, today announced that it has entered into a definitive agreemen

EMAIL MESSAGE FROM SYNIVERSE CEO TO ALL EMPLOYEES

Exhibit 99.2 EMAIL MESSAGE FROM SYNIVERSE CEO TO ALL EMPLOYEES I am pleased to announce that Syniverse has signed a definitive agreement to be acquired by The Carlyle Group, global alternative asset manager, for $2.6 billion in cash. Carlyle will acquire all of the outstanding common shares of Syniverse for $31 per share, providing shareholders with a significant cash premium for their investment.