M3 Brigade II (NYSE:MBAC) announced this morning that it and Syniverse have mutually agreed to terminate their business combination on the day that the deal would have gone to a completion vote.
The press release cited market conditions for the break down, noting that redemptions would have made it unable to meet the deal’s minimum cash condition.
Donald E. Morgan III, founder and CIO of M3 Brigade II-backer Brigade Capital Management, said that the parties “collaboratively sought potential solutions in anticipation of high redemptions as a result of the recent turbulence in capital markets and growth stocks, [but] these same conditions prevented the parties from reaching agreement on modifying the transaction terms.”
In other words, the supplemental financing instruments that, as we have seen, are coming with lots of sweeteners for investors were not acceptable to both sides. Even without accounting for M3 Brigade II’s $400 million trust, the transaction still included a $265 million PIPE, which is still a lot of cash to leave on the table even if it did not meet the $375 million minimum cash condition.
Twilio (NYSE:TWLO) had also pledged to invest as much as $750 million in Syniverse had the minimum cash condition be met. Syniverse would have also raised a new $1 billion term loan through the deal, so it may be able to make funding arrangements with Twilio and other private investors separate from this deal.
M3 Brigade II’s team was unusually (and refreshingly) candid about their disappointment in the termination.
“Nobody on the MBAC team is happy to have a failed deal and rest assured that we will have alternative sources of financing in hand for our next proposed combination,” Morgan III said in the release, adding “Syniverse is a great company with a strong management team and we are confident that it has a very bright future.”
The SPAC has plenty of time for a second try with its transaction deadline not coming until March 8, 2023.
M3 Brigade III initially announced its $2.8 billion combination with Syniverse on August 17. Tampa, Florida-based Syniverse provides telecom device connectivity and services to both phone carriers and enterprise clients seeking to set up internal networks.
Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. Latest SPAC News: UK SPAC Ashington Innovation announces it will IPO on London Stock Exchange and Cheche Technology releases new business intelligence platform UK SPAC eyes £1.8m IPO in London UK SPAC Ashington Innovation has announced today...
Seaport Global II (NASDAQ:SGII) has entered into a definitive agreement to combine with American Battery Materials (OTC Pink:BLTH) at an enterprise value of $225 million. The Greenwich, Connecticut-based is developing potential lithium and cobalt-mining sites in Utah. The combined company is expected to be up-listed to the Nasdaq once the deal is completed in the...
Blue Ocean (NASDAQ:OTEC) announced this morning that it is pushing its extension vote scheduled for 11 am ET today to 2 pm ET, June 6. Shareholders at the special meeting are to vote on a proposal to allow Blue Ocean to automatically extend its transaction deadline up to 12 times in one-month increments from June...
Latest SPAC Liquidations: JAWS Hurricane JAWS Hurricane Acquisition Corporation (HCNE) to Liquidate on June 16 JAWS Hurricane Acquisition Corporation (Nasdaq: HCNE) today announced that its board of directors has determined not to proceed with a proposal to extend its corporate existence. As such, the Board has determined to cancel the special meeting of its stockholders,...
Jupiter Wellness Acquisition Corp. (NASDAQ:JWAC) announced this afternoon that it has completed its combination with Chinese carmaker Chijet. The deal was already approved by shareholders at a special meeting held on May 2, but at that time, the SPAC did not provide a timeline for the closing of the transaction. Although redemption numbers have still not...