| Item 1.01 | Entry into Material Definitive Agreement. |
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously reported, on August 16, 2021, M3-Brigade Acquisition II Corp., a Delaware corporation (“MBAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Steel Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of MBAC (“Merger Sub”), and Syniverse Corporation, a Delaware corporation (“Syniverse”), pursuant to which Merger Sub would merge with and into Syniverse, with Syniverse surviving the merger as a wholly owned subsidiary of MBAC.
On February 9, 2022, MBAC and Syniverse entered into a Mutual Written Consent of Termination (the “Termination Agreement”), pursuant to which the parties agreed to terminate the Merger Agreement effective as of February 9, 2022 due to unfavorable market conditions.
As a result of the termination of the Merger Agreement, certain transaction agreements entered into in connection with the Merger Agreement, including, but not limited to, (i) the Sponsor Agreement, dated as of August 16, 2021, by and among MBAC, Syniverse, M3-Brigade Sponsor II LP and the other party thereto, a copy of which was filed as Exhibit 10.4 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) by MBAC on August 17, 2021 (the “Prior 8-K”), and (ii) the subscription agreements, dated as of August 16, 2021, by and between MBAC and certain investors, copies of which were filed as Exhibits 10.1, 10.2 and 10.3 to the Prior 8-K, have also been terminated and are no longer effective.
MBAC intends to continue to pursue a business combination.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
On February 9, 2022, MBAC issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. As a result of the termination of the Merger Agreement, the special meeting of MBAC’s stockholders, which was scheduled to be held on February 9, 2022, for the purpose of voting on the Merger Agreement and proposed transactions related thereto, will not take place.
Forward Looking Statements
This Current Report may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future financial and operating performance of MBAC. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including those set forth under the heading “Risk Factors” in the final prospectus filed by MBAC on March 5, 2021 relating to MBAC’s initial public offering and in its subsequent periodic reports and other filings with the SEC. Most of these factors are outside of the control of MBAC and are difficult to predict. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. MBAC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
