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OMB APPROVAL
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OMB Number:
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3235-0145
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Expires:
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February 28, 2009
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Estimated average burden
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hours per response
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14.5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SYNIVERSE
HOLDINGS, INC.
Common Stock
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(Title of Class of Securities)
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87163F 10 6
Collin E. Roche
GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois
60606-6402
(312) 382-2200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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COPY TO:
Stephen L. Ritchie, P.C.
Kirkland & Ellis LLP
200 E.
Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
August 14,
2008
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the
remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Page 1 of 19 Pages
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CUSIP No. 87163F 10 6
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13D
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Page
2
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Fund VII, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
2,619,083 (1)
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
2,619,083 (1)
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,619,083 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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On August 6, 2008, GTCR Fund VII, L.P. distributed 3,900,312 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of
462,876 shares of Common Stock to its general partner, GTCR Partners VII, L.P.
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CUSIP No. 87163F 10 6
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13D
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Page
3
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Partners VII, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
Not applicable.
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
3,926,839 (1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
3,926,839 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,926,839 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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Consists of shares of Common Stock beneficially owned solely in its capacity as general partner of GTCR Fund VII, L.P. and GTCR Fund VII/A, L.P.
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CUSIP No. 87163F 10 6
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13D
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Page
4
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Fund VII/A, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
1,307,756 (1)
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,307,756 (1)
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,307,756 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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On August 6, 2008, GTCR Fund VII/A, L.P. distributed 1,947,493 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of
362,491 shares of Common Stock to its general partner, GTCR Partners VII, L.P.
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CUSIP No. 87163F 10 6
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13D
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Page
5
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Co-Invest, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
35,950 (1)
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
35,950 (1)
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,950 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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On August 6, 2008, GTCR Co-Invest, L.P. distributed 53,537 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of 9,305
shares of Common Stock to its general partner, GTCR Golder Rauner, L.L.C.
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CUSIP No. 87163F 10 6
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13D
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Page
6
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
66,250 (1)
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
66,250 (1)
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,250 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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On August 6, 2008, GTCR Capital Partners, L.P. distributed 98,658 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of
2,192 shares of Common Stock to its general partner, GTCR Mezzanine Partners, L.P.
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CUSIP No. 87163F 10 6
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13D
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Page
7
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Mezzanine Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
|
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
Not applicable.
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 SOLE VOTING POWER
0
|
|
8 SHARED VOTING POWER
66,250 (1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
66,250 (1)
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,250 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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Consists of shares of Common Stock beneficially owned solely in its capacity as general partner of GTCR Capital Partners, L.P.
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CUSIP No. 87163F 10 6
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13D
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Page
8
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Partners VI, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
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3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS (See Instructions)
Not applicable.
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 SOLE VOTING POWER
0
|
|
8 SHARED VOTING POWER
66,250 (1)
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9 SOLE DISPOSITIVE POWER
0
|
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10 SHARED DISPOSITIVE POWER
66,250 (1)
|
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,250 (1)
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
|
Consists of shares of Common Stock beneficially owned solely in its capacity as general partner of GTCR Mezzanine Partners, L.P.
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CUSIP No. 87163F 10 6
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13D
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Page
9
of 19 Pages
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1
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NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
GTCR Golder Rauner, L.L.C.
|
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
|
|
3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS (See Instructions)
Not applicable.
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 SOLE VOTING POWER
0
|
|
8 SHARED VOTING POWER
4,029,039 (1)
|
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9 SOLE DISPOSITIVE POWER
0
|
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10 SHARED DISPOSITIVE POWER
4,029,039 (1)
|
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|
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,029,039 (1)
|
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12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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|
¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.89%
|
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
|
Consists of shares of Common Stock beneficially owned solely in its capacity as general partner of GTCR Partners VII, L.P., GTCR Co-Invest, L.P. and GTCR Partners VI, L.P.
|
Item 1.
|
Security and Issuer.
|
The class of equity security
to which this statement relates is the common stock, par value $0.001 per share (the
Common Stock
), of Syniverse Holdings, Inc., a Delaware corporation (the
Issuer
), with its principal executive offices at One
Tampa City Center, Suite 700, Tampa, FL 33602-5157.
Item 2.
|
Identity and Background.
|
(a) This statement is
being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the
Commission
) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the
Exchange Act
): (i) GTCR Fund VII, L.P., a Delaware limited partnership (
Fund VII
), by virtue of its direct beneficial ownership of Common Stock; (ii) GTCR Fund VII/A, L.P., a Delaware limited
partnership (
Fund VII/A
), by virtue of its direct beneficial ownership of Common Stock; (iii) GTCR Co-Invest, L.P., a Delaware limited partnership (
Co-Invest
), by virtue of its direct beneficial ownership
of Common Stock; (iv) GTCR Capital Partners, L.P., a Delaware limited partnership (
Capital Partners
and together with Fund VII, Fund VII/A and Co-Invest, the
GTCR Funds
), by virtue of its direct beneficial
ownership of Common Stock; (v) GTCR Partners VII, L.P., a Delaware limited partnership (
GTCR Partners VII
), by virtue of it being the general partner of Fund VII and Fund VII/A; (vi) GTCR Mezzanine Partners, L.P., a
Delaware limited partnership (
Mezzanine Partners
), by virtue of it being the general partner of Capital Partners; (vii) GTCR Partners VI, L.P., a Delaware limited partnership (
GTCR Partners VI
), by virtue
of it being the general partner of Mezzanine Partners; and (viii) GTCR Golder Rauner, L.L.C., a Delaware limited liability company (
GTCR
), by virtue of it being the general partner of GTCR Partners VII, Co-Invest and GTCR
Partners VI. Fund VII, Fund VII/A, Co-Invest, Capital Partners, GTCR Partners VII, Mezzanine Partners, GTCR Partners VI and GTCR are sometimes referred to herein individually as a Reporting Person and collectively as the Reporting
Persons.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person
assumes responsibility for the accuracy or completeness of information by another Reporting Person.
The Reporting Persons may be deemed to
constitute a group for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.
Certain information required by this Item 2 concerning the executive officers and members of GTCR is set forth on Schedule A attached hereto, which
is incorporated herein by reference. GTCR is managed by its members.
(b) The address of the principal business and principal office of
each of the Reporting Persons is 6100 Sears Tower, Chicago, IL 60606.
(c) The principal business of Capital Partners, Mezzanine Partners
(as general partner to Capital Partners), GTCR Partners VI (as general partner of Mezzanine Partners) and GTCR (as general partner of GTCR Partners VI) is to lend money on a subordinated basis to business organizations, with the principal objective
being interest income and the return of capital. The principal business of each of the other Reporting Persons, including GTCR as general partner of GTCR Partners VII and Co-Invest, is to make investments in common and preferred stock and other
interests in business organizations, domestic or foreign, with the principal objective of appreciation of capital invested.
Page 10 of 19 Pages
(d) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons,
any of the persons named in Schedule A to this statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) All individuals named in Schedule A to this statement are citizens of the
United States.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
On February 14, 2002, Fund VII acquired 145,692.51 Class B Preferred Units and 45,638,142.16 Common Units of Syniverse Holdings, L.L.C. (
Holdings LLC
) for an aggregate purchase price of $147,212,263.68, Fund VII/A
acquired 72,846.26 Class B Preferred Units and 22,819,071.08 Common Units of Holdings LLC for an aggregate purchase price of $73,606,131.84 and Co-Invest acquired 2,000.73 Class B Preferred Units and 626,729.53 Common Units of Holdings LLC for an
aggregate purchase price of $2,021,604.48 pursuant to a Unit Purchase Agreement, dated February 14, 2002, by and among Fund VII, Fund VII/A, Co-Invest and Holdings LLC (the
Unit Purchase Agreement
). The purchase price for the
Class B Preferred Units was $1,000 per unit and the purchase price for the Common Units was $0.0333 per unit.
On February 14, 2002,
Capital Partners, Holdings LLC, Fund VII, Fund VII/A, Co-Invest and Snowlake Investment Pte Ltd (
Snowlake
) entered into an inducement agreement (the
Inducement Agreement
) pursuant to which Fund VII transferred
and assigned to Capital Partners 2,117.41 of its Class B Preferred Units and 663,277.97 of its Common Units of Holdings LLC, Fund VII/A transferred and assigned to Capital Partners 1,058.70 of its Class B Preferred Units and 331,638.98 of its Common
Units of Holdings LLC, Co-Invest transferred and assigned to Capital Partners 29.08 of its Class B Preferred Units and 9,108.52 of its Common Units of Holdings LLC and Snowlake transferred and assigned to Capital Partners 431.50 of its Class B
Preferred Units and 135,167.67 of its Common Units of Holdings LLC.
There were no subsequent purchases of securities under the Unit
Purchase Agreement or the Inducement Agreement. Each of these agreements has been terminated pursuant to the dissolution agreement as described below.
On February 14, 2002, Fund VII, Fund VII/A, Co-Invest and Capital Partners (collectively, the
GTCR Funds
) and certain other investors, including officers of the Issuer, entered into a limited
liability company agreement governing the affairs of Holdings LLC which, before its dissolution on February 15, 2005, held all of the outstanding shares of the Issuers Class A Cumulative Redeemable Stock, par value $0.01 per share
(the
Class A Preferred Stock
), and Common Stock.
Pursuant to a Stock Purchase Agreement, dated as of February 14,
2002, between Holdings LLC and the Issuer (the
Stock Purchase Agreement
), Holdings LLC purchased 99,000,000 shares of Common Stock at a price of $0.13 per share and 240,479.7 shares of Class A Preferred Stock at a price of
$1,000 per share. As of February 9, 2005, Holdings LLC held all of the outstanding shares of Class A Preferred Stock and Common Stock of the Issuer. The source of the funds used to acquire such shares of the Issuer was internal capital of
the unitholders of Holdings LLC as described above.
Page 11 of 19 Pages
Pursuant to a Dissolution Agreement, dated February 9, 2005, by and among the Issuer, Holdings LLC
and certain members of Holdings LLC (the
Dissolution Agreement
), Holdings LLC distributed all of its assets, which consisted solely of Class A Preferred Stock and Common Stock, to the members of Holdings LLC and subsequently
dissolved.
A copy of the Stock Purchase Agreement, the Unit Purchase Agreement, the Inducement Agreement and the Dissolution Agreement are
filed as exhibits hereto and are incorporated herein by reference. The summary of these agreements and documents and the agreements referred to elsewhere in this statement and incorporated herein by reference are not intended to be complete and are
qualified in their entirety by reference to the detailed provisions of such agreements and documents.
Item 4.
|
Purpose of Transaction.
|
The GTCR Funds hold the
Common Stock for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuers businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the GTCR
Funds may from time to time acquire additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer.
On August 6, 2008, the GTCR Funds made a pro rata distribution of 6,000,000 shares of Common Stock to its partners, including 836,864 shares of Common Stock to GTCR Partners VII, Mezzanine Partners and GTCR. Following the distribution,
GTCR Partners VII, Mezzanine Partners and GTCR sold all 836,864 shares of Common Stock.
Except as set forth in the preceding paragraph and
in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to
Item 4 of this Schedule 13D.
Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any
of them may deem necessary or appropriate in the future.
The information set forth in Item 3, Item 5 and Item 6 of this
Schedule 13D is hereby incorporated herein by reference.
Item 5.
|
Interest in Securities of the Issuer.
|
(a)(i) Fund
VII is the direct beneficial owner of 2,619,083 shares of Common Stock, or approximately 3.8% of the Common Stock as of the date of this statement (assuming there are 68,429,786 shares of Common Stock outstanding as reported in the Issuers
Form 10-Q for the quarter ended June 30, 2008). Fund VII/A is the direct beneficial owner of 1,307,756 shares of Common Stock, or approximately 1.9% of the Common Stock as of the date of this statement. Co-Invest is the direct beneficial owner
of 35,950 shares of Common Stock, or approximately 0.05% of the Common Stock as of the date of this statement. Capital Partners is the direct beneficial owner of 66,250 shares of Common Stock, or approximately 0.1% of the Common Stock as of the date
of this statement.
(ii) By virtue of the relationship among Fund VII, Fund VII/A and GTCR Partners VII described in Item 2, GTCR
Partners VII may be deemed to possess indirect beneficial ownership of the Common Stock beneficially owned by Fund VII and Fund VII/A. By virtue of the relationship between Capital Partners, Mezzanine Partners and GTCR Partners VI described in
Item 2, Mezzanine Partners and GTCR Partners VI may be
Page 12 of 19 Pages
deemed to possess indirect beneficial ownership of the Common Stock beneficially owned by Capital Partners. By virtue of the relationship among Fund VII,
Fund VII/A, Co-Invest, Capital Partners and GTCR described in Item 2, GTCR may be deemed to possess indirect beneficial ownership of the Common Stock beneficially owned by Fund VII, Fund VII/A, Co-Invest and Capital Partners.
(iii) The filing of this statement by GTCR Partners VII, Mezzanine Partners, GTCR Partners VI and GTCR shall not be construed as an admission that any of
such parties is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities described in Item 5, paragraph (a)(i).
|
(b)(i)
|
Fund VII has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 2,619,083 shares of Common Stock, or approximately 3.8% of the
Common Stock as of the date of this statement. Fund VII/A has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 1,307,756 shares of Common Stock, or approximately 1.9% of the Common Stock as of
the date of this statement. Co-Invest has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 35,950 shares of Common Stock, or approximately 0.05% of the Common Stock as of the date of this
statement. Capital Partners has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 66,250 shares of Common Stock, or approximately 0.1% of the Common Stock as of the date of this statement.
|
(ii) By virtue of the relationship among Fund VII, Fund VII/A and GTCR Partners VII described in Item 2, GTCR Partners
VII may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the shares of Common Stock beneficially owned by Fund VII and Fund VII/A. By virtue of the
relationship among Capital Partners, Mezzanine Partners and GTCR Partners VI described in Item 2, Mezzanine Partners and GTCR Partners VI may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to
dispose of or direct the disposition of the shares of Common Stock beneficially owned by GTCR Capital. By virtue of the relationship among Fund VII, Fund VII/A, Co-Invest, Capital Partners and GTCR described in Item 2, GTCR may be deemed to
indirectly share the power to vote or direct the vote and indirectly share the power to dispose or direct the disposition of the shares of Common Stock beneficially owned by Fund VII, Fund VII/A, Co-Invest and Capital Partners.
(iii) The filing of this statement by GTCR Partners VII, Mezzanine Partners, GTCR Partners VI and GTCR shall not be construed as an admission that any of
such parties is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities described in Item 5, paragraph (b)(i).
|
(c)
|
On August 6, 2008, Fund VII, Fund VII/A, Co-Invest and Capital Partners made a pro-rata, in-kind distribution of an aggregate of 6,000,000 shares of Common Stock to their
respective partners (including 836,864 shares of Common Stock to GTCR Partners VII, Mezzanine Partners and GTCR). Fund VII and Fund VII/A distributed 462,876 and 362,491 shares of Common Stock, respectively, to its general partner, GTCR Partners
VII, and 5,022,438 shares of Common Stock to their limited partners; Co-Invest distributed 9,305 shares of Common Stock to its general partner, GTCR, and 44,232 shares of Common Stock to its limited partners and Capital Partners distributed 2,192
shares of Common Stock to its general partner, Mezzanine Partners, and 96,466 shares of Common Stock to its limited partners. Following the distribution, GTCR Partners VII, Mezzanine Partners and GTCR sold an aggregate of 836,864 shares of Common
Stock.
|
Page 13 of 19 Pages
|
(d)
|
Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
The Reporting Persons, the Issuer and certain of the Issuers executive officers and other investors of the Issuer are parties to a Registration
Agreement, dated as of February 14, 2002 (the
Registration Agreement
). This agreement grants the holders of a majority of the Issuers Common Stock that are issued to Fund VII, Fund VII/A, Co-Invest and Capital Partners
and are registrable securities under the Registration Agreement, the right, at any time, to demand that the Issuer file a registration statement with the Commission to register all or part of such holders Common Stock. A copy of the
Registration Agreement has been filed as an exhibit hereto and is incorporated herein by reference.
In connection with the dissolution of
Holdings LLC and the Issuers initial public offering of Common Stock, the Stock Purchase Agreement was amended so that, among other things, the Issuer is no longer obligated to obtain the consent of Fund VII before taking certain extraordinary
corporate actions. Pursuant to Amendment No. 1 to the Stock Purchase Agreement, dated February 9, 2005, among Holdings LLC, the Issuer and the GTCR Funds, the GTCR Funds will be permitted to designate a representative to the Issuers
governance and nominating committee and its compensation committee so long as the GTCR Funds own 37.5% of the Issuers common stock that they owned as of the completion of the Issuers initial public offering and there is no prohibition
against a GTCR Fund designee serving on such committees under applicable law or under the rules of the New York Stock Exchange. The amended stock purchase agreement also requires the Issuer to obtain the consent of the GTCR Funds before issuing
stock-based compensation to certain of the Issuers executive officers. The rights of the GTCR Funds under such provision will terminate when the GTCR Funds cease to own at least 50.0% of the common stock that they owned as of the completion of
the Issuers initial public offering. Such termination of rights occurred on November 7, 2007 in connection with the secondary offering described below. A copy of Amendment No. 1 to the Stock Purchase Agreement has been filed as an
exhibit hereto and is incorporated herein by reference.
Pursuant to the Issuers Second Amended and Restated Certificate of
Incorporation (the
Restated Certificate
) filed with the Delaware Secretary of State on February 9, 2005, each share of Class A Preferred Stock that had not been previously redeemed with the proceeds from the
Issuers initial public offering of its Common Stock was converted on March 28, 2005 into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through
February 9, 2005 by (2) the per share initial public offering price of the Common Stock, which is $16.00. A copy of the Restated Certificate has been filed as an exhibit hereto and is incorporated herein by reference.
Pursuant to the closing of transactions contemplated by that certain Underwriting Agreement, dated as of November 1, 2007, among the Issuer,
Syniverse Technologies, Inc., Deutsche Bank Securities, Inc. and Lehman Brothers, Inc., as representatives to the additional underwriters named therein, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P.
and the other selling stockholders named therein (the
Underwriting Agreement
), the Reporting Persons sold
Page 14 of 19 Pages
17,883,404 shares of Common Stock on November 7, 2007 and an additional 2,682,512 shares of Common Stock on November 19, 2007 pursuant to the
underwriters exercise of an over-allotment option granted to them in the Underwriting Agreement (collectively, the
Shares
). The Underwriters purchased the Shares from the Reporting Persons at a purchase price of $14.84125
per share that resulted in total proceeds to the Reporting Persons of $305,223,900 (including proceeds from the exercise in full of the over-allotment option). The Underwriting Agreement was previously filed as an exhibit to the Schedule 13D/A filed
on November 14, 2007 and is incorporated herein by reference.
Except for the agreements described above or in response to Items 3 and
4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in
Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7.
|
Material to be filed as Exhibits.
|
|
|
|
Exhibit 1
|
|
Joint Filing Agreement among the Reporting Persons dated as of August 29, 2008.
|
|
|
Exhibit 2
|
|
Powers of Attorney for the Reporting Persons, dated February 8, 2005. Previously filed in connection with the Reporting Persons Form 3s dated February 9, 2005.*
|
|
|
Exhibit 3
|
|
Stock Purchase Agreement, dated as of February 14, 2002, among Syniverse Holdings, LLC and Syniverse Holdings, Inc. (1)
|
|
|
Exhibit 4
|
|
Unit Purchase Agreement, dated February 14, 2002, among GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P. and Syniverse Holdings, LLC. (1)
|
|
|
Exhibit 5
|
|
Inducement Agreement, dated February 14, 2002, among GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P., Snowlake Investment Pte Ltd and Syniverse
Holdings, LLC. (1)
|
|
|
Exhibit 6
|
|
Amendment No. 1 to Limited Liability Company Agreement and Dissolution Agreement, dated February 9, 2005, among Syniverse Holdings, Inc., Syniverse Holdings, LLC and certain members of
Syniverse Holdings, LLC. (2)
|
|
|
Exhibit 7
|
|
Registration Agreement, dated as of February 14, 2002, among Syniverse Holdings, LLC and each of its members. (1)
|
|
|
Exhibit 8
|
|
Amendment No. 1 to the Stock Purchase Agreement, dated February 9, 2005, among Syniverse Holdings, Inc., Syniverse Holdings, LLC, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Capital
Partners, L.P. and GTCR Co-Invest, L.P. (2)
|
|
|
Exhibit 9
|
|
Second Amended and Restated Certificate of Incorporation of Syniverse Holdings, Inc., dated February 9, 2005. (3)
|
|
|
Exhibit 10
|
|
Underwriting Agreement, dated November 1, 2007, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc., Deutsche Bank Securities Inc. and Lehman Brothers Inc., as representatives
to the underwriters named therein, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P. and the other selling stockholders named therein. Previously filed with the Reporting Persons Schedule 13D/A filed
on November 14, 2007.*
|
(1)
|
Incorporated by reference to Syniverse Holdings, Inc.s Registration Statement on Form S-4 (Registration No. 333-88168).
|
(2)
|
Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated February 7, 2005 (File No. 333-88168-1).
|
Page 15 of 19 Pages
(3)
|
Incorporated by reference to Syniverse Holdings, Inc.s Registration Statement on Form S-1 (Registration No. 333-120444).
|
Page 16 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: August 29, 2008
|
|
|
GTCR FUND VII, L.P.
|
|
|
By:
|
|
GTCR Partners VII, L.P.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
GTCR Golder Rauner, L.L.C.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
|
GTCR FUND VII/A, L.P.
|
|
|
By:
|
|
GTCR Partners VII, L.P.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
GTCR Golder Rauner, L.L.C.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
|
GTCR CO-INVEST, L.P.
|
|
|
By:
|
|
GTCR Golder Rauner, L.L.C.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
Page 17 of 19 Pages
|
|
|
GTCR CAPITAL PARTNERS, L.P.
|
|
|
By:
|
|
GTCR Mezzanine Partners, L.P.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
GTCR Partners VI, L.P.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
GTCR Golder Rauner, L.L.C.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
|
GTCR MEZZANINE PARTNERS, L.P.
|
|
|
By:
|
|
GTCR Partners VI, L.P.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
GTCR Golder Rauner, L.L.C.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
|
GTCR PARTNERS VI, L.P.
|
|
|
By:
|
|
GTCR Golder Rauner, L.L.C.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
|
GTCR PARTNERS VII, L.P.
|
|
|
By:
|
|
GTCR Golder Rauner, L.L.C.
|
Its:
|
|
General Partner
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
Page 18 of 19 Pages
|
|
|
GTCR GOLDER RAUNER, L.L.C.
|
|
|
By:
|
|
/s/ Jody S. Gale
|
Name:
|
|
Jody S. Gale
|
Its:
|
|
Attorney-in-Fact
|
Page 19 of 19 Pages
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
|
Exhibit 1
|
|
Joint Filing Agreement among the Reporting Persons dated as of August 29, 2008.
|
|
|
Exhibit 2
|
|
Powers of Attorney for the Reporting Persons, dated February 8, 2005. Previously filed in connection with the Reporting Persons Form 3s dated February 9, 2005.*
|
|
|
Exhibit 3
|
|
Stock Purchase Agreement, dated as of February 14, 2002, among Syniverse Holdings, LLC and Syniverse Holdings, Inc.(1)
|
|
|
Exhibit 4
|
|
Unit Purchase Agreement, dated February 14, 2002, among GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P. and Syniverse Holdings, LLC.(1)
|
|
|
Exhibit 5
|
|
Inducement Agreement, dated February 14, 2002, among GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P., Snowlake Investment Pte Ltd and Syniverse
Holdings, LLC.(1)
|
|
|
Exhibit 6
|
|
Amendment No. 1 to Limited Liability Company Agreement and Dissolution Agreement, dated February 9, 2005, among Syniverse Holdings, Inc., Syniverse Holdings, LLC and certain members of
Syniverse Holdings, LLC.(2)
|
|
|
Exhibit 7
|
|
Registration Agreement, dated as of February 14, 2002, among Syniverse Holdings, LLC and each of its members.(1)
|
|
|
Exhibit 8
|
|
Amendment No. 1 to the Stock Purchase Agreement, dated February 9, 2005, among Syniverse Holdings, Inc., Syniverse Holdings, LLC, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Capital
Partners, L.P. and GTCR Co-Invest, L.P.(2)
|
|
|
Exhibit 9
|
|
Second Amended and Restated Certificate of Incorporation of Syniverse Holdings, Inc., dated February 9, 2005.(3)
|
|
|
Exhibit 10
|
|
Underwriting Agreement, dated November 1, 2007, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc., Deutsche Bank Securities Inc. and Lehman Brothers Inc., as representatives
to the underwriters named therein, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P. and the other selling stockholders named therein. Previously filed with the Reporting Persons Schedule 13D/A filed
on November 14, 2007.*
|
(1)
|
Incorporated by reference to Syniverse Holdings, Inc.s Registration Statement on Form S-4 (Registration No. 333-88168).
|
(2)
|
Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated February 7, 2005 (File No. 333-88168-1).
|
(3)
|
Incorporated by reference to Syniverse Holdings, Inc.s Registration Statement on Form S-1 (Registration No. 333-120444).
|
SCHEDULE A
The following table sets forth the names and principal occupations of the executive officers and members of GTCR Golder Rauner, L.L.C. Each such person is a citizen of the United States. Unless otherwise specified,
the business address of each person listed below is 6100 Sears Tower, Chicago, IL 60606.
|
|
|
|
|
Name
|
|
Principal Occupation
|
|
|
Craig A. Bondy
|
|
Principal and Member
|
|
|
Philip M. Canfield
|
|
Principal and Member
|
|
|
David A. Donnini
|
|
Principal and Member
|
|
|
Barry R. Dunn
|
|
Principal and Member
|
|
|
Vincent J. Hemmer
|
|
Principal and Member
|
|
|
David S. Katz
|
|
Principal and Member
|
|
|
Constantine S. Mihas
|
|
Principal and Member
|
|
|
Joseph P. Nolan
|
|
Principal and Member
|
|
|
Bruce V. Rauner
|
|
Principal and Member
|
|
|
Collin E. Roche
|
|
Principal and Member
|
|
|
Anna May Trala
|
|
Chief Financial Officer
|
|
|
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