B. Riley Financial Amends Synchronoss Stake Filing

TL;DR

B. Riley Financial updated its Synchronoss stake filing - watch for changes.

AI Summary

B. Riley Financial, Inc. filed an amendment (No. 6) to its Schedule 13D on July 2, 2024, regarding its holdings in Synchronoss Technologies, Inc. The filing indicates changes in beneficial ownership, with Bryant R. Riley and affiliated entities holding a significant stake. Specific details on the exact percentage change or dollar amounts are not immediately clear from this header information but suggest an ongoing relationship and potential influence.

Why It Matters

This amendment signals potential shifts in control or strategy for Synchronoss Technologies, Inc., as a major financial firm updates its ownership disclosure.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in a major shareholder's intentions or holdings, which can impact a company's stock price and strategic direction.

Key Players & Entities

• B. Riley Financial, Inc. (company) — Filing entity
• Synchronoss Technologies, Inc. (company) — Subject company
• Bryant R. Riley (person) — Key individual associated with B. Riley Financial
• B. Riley Securities, Inc. (company) — Group member of B. Riley Financial
• BRF Investments, LLC (company) — Group member of B. Riley Financial

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securiti
• $19,689,750 — chased an aggregate principal amount of $19,689,750 of the Senior Notes, for an aggregate p
• $16,500,011 — tes, for an aggregate purchase price of $16,500,011, representing an amount of cash equal t
• $20.95 — representing an amount of cash equal to $20.95 per $25.00 principal amount of Senior N
• $25.00 — g an amount of cash equal to $20.95 per $25.00 principal amount of Senior Notes repurc
• $52.6 million — o;), for an aggregate purchase price of $52.6 million (the “Series B Repurchase”)

Filing Documents

• ea0208817-13da6briley_syn.htm (SC 13D/A) — 92KB
• ea020881701ex99-5_synchro.htm (EX-99.5) — 57KB
• ea020881701ex99-6_synchro.htm (EX-99.6) — 55KB
• 0001213900-24-058683.txt ( ) — 206KB

PURPOSE OF THE TRANSACTION

ITEM 4. PURPOSE OF THE TRANSACTION

of the Schedule 13D is hereby amended to add the following

Item 4 of the Schedule 13D is hereby amended to add the following: On June 28, 2024, as referenced in the Issuer’s Form 8-K filed with the SEC on June 28, 2024, the Issuer entered into a privately-negotiated Note Repurchase Agreement (the “Note Repurchase Agreement”) with BRF Investments, LLC and B. Riley Securities, Inc. pursuant to which the Issuer repurchased an aggregate principal amount of $19,689,750 of the Senior Notes, for an aggregate purchase price of $16,500,011, representing an amount of cash equal to $20.95 per $25.00 principal amount of Senior Notes repurchased (the “Senior Note Repurchase”), consisting of 763,252 Senior Notes repurchased from BRF Investments, LLC and 24,338 Senior Notes repurchased from B. Riley Securities, Inc. Additionally, on June 28, 2024, the Issuer entered into a privately-negotiated Series B Repurchase Agreement (the “Series B Repurchase Agreement”) with BRF Investments, LLC, pursuant to which the Issuer repurchased 60,826 shares of its Series B Perpetual Non-Convertible Preferred Stock (the “Series B Preferred”), for an aggregate purchase price of $52.6 million (the “Series B Repurchase”). As a result of the Series B Repurchase, no shares of the Series B Preferred remain outstanding.

INTEREST OF SECURITIES OF THE ISSUER

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

, Sections (a) and (b) of the Schedule 13D are hereby amended

Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated as follows: (a) – (b) 1. As of the date hereof, BRS beneficially owned directly 2,740 shares of Common Stock, representing 0.03% of the Issuer’s Common Stock. As of the date hereof, BRFI beneficially owned directly 1,411,112 shares of Common Stock, representing 13.1% of the Issuer’s Common Stock. 2. BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI. 3. Bryant R. Riley may be deemed to indirectly beneficially own 50,615 shares of Common Stock representing 0.5% of the Issuer’s Common Stock, of which (i) 49,523 are held jointly with his wife, Carleen Riley, (ii) 273 are held as sole custodian for the benefit of Abigail Riley, (iii) 273 are held as sole custodian for the benefit of Charlie Riley, (iv) 273 are held as sole custodian for the benefit of Eloise Riley, and (v) 273 are held as sole custodian for the benefit of Susan Riley. The shares of Common Stock previously reported as being held by the Robert Antin Children Irrevocable Trust were transferred to a different entity and as such, Bryant R. Riley is no longer deemed to have voting or dispositive power over the shares. Bryant R. Riley may also be deemed to indirectly beneficially own the 1,413,852 shares of Common Stock, representing 13.1% of the Issuer’s Common Stock outstanding held directly by BRS and BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS in each case except to the extent of his pecuniary interest therein.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

of the Schedule 13D is hereby amended

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The disclosures set forth in Item 4 are hereby incorporated by reference.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Description 5* Note Repurchase Agreement (the “Note Repurchase Agreement”) between the Issuer and BRF Investments, LLC & B. Riley Securities, Inc. 6* Series B Repurchase Agreement (the “Series B Repurchase Agreement”) between the Issuer and BRF Investments, LLC * Filed herewith. 6

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 2, 2024 B. RILEY FINANCIAL, INC. /s/ Bryant Riley Name: Bryant Riley Title: Co-Chief Executive Officer B. RILEY SECURITIES, INC. /s/ Andrew Moore Name: Andrew Moore Title: Chief Executive Officer BRF INVESTMENTS, LLC /s/ Phillip Ahn Name: Phillip Ahn Title: Authorized Signatory /s/ Bryant R. Riley Name: Bryant R. Riley 7 SCHEDULE A Executive Officers and Directors of B. Riley Financial, Inc. Name and Position Present Principal Occupation Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 United States Thomas J. Kelleher Co-Chief Executive Officer and Director Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 United States Phillip J. Ahn Chief Financial Officer and Chief Operating Officer Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. 30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 United States Kenneth Young President President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 United States Alan N. Forman Executive Vice President, General Counsel and Secretary Executive Vice President, General Counsel and Secretary of B

View Full Filing

View this SC 13D/A filing on SEC EDGAR