Schedule 13D Amendment No. 4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BKKlJJVXtgrIvWZH+WqQuZ2eduuBtdrwY9kCmFFHzxSXEkpIAqU+fB/H48axVlq5 IAqMTkCZanIIyNNUWUy8rg== 0001193125-08-125869.txt : 20080530 0001193125-08-125869.hdr.sgml : 20080530 20080530171908 ACCESSION NUMBER: 0001193125-08-125869 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080530 GROUP MEMBERS: GTCR CAPITAL PARTNERS, L.P. GROUP MEMBERS: GTCR CO INVEST, L.P. GROUP MEMBERS: GTCR FUND VII/A, L.P. GROUP MEMBERS: GTCR GOLDER RAUNER, L.L.C. GROUP MEMBERS: GTCR MEZZANINE PARTNERS, L.P. GROUP MEMBERS: GTCR PARTNERS VI, L.P. GROUP MEMBERS: GTCR PARTNERS VII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNIVERSE HOLDINGS INC CENTRAL INDEX KEY: 0001169264 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 300041666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80643 FILM NUMBER: 08871631 BUSINESS ADDRESS: STREET 1: 8125 HIGHWOODS PALM WAY CITY: TAMPA STATE: FL ZIP: 33647 BUSINESS PHONE: 8136375000 MAIL ADDRESS: STREET 1: 8125 HIGHWOODS PALM WAY CITY: TAMPA STATE: FL ZIP: 33647 FORMER COMPANY: FORMER CONFORMED NAME: TSI TELECOMMUNICATION HOLDINGS INC DATE OF NAME CHANGE: 20020315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GTCR FUND VII LP CENTRAL INDEX KEY: 0001104997 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GTCR GOLDER RAUNER LLC STREET 2: SEARS TOWER #6100 CITY: CHICAGO STATE: IL ZIP: 60606-6402 BUSINESS PHONE: 3123822200 MAIL ADDRESS: STREET 1: C/O GTCR GOLDER RAUNER LLC STREET 2: SEARS TOWER #6100 CITY: CHICAGO STATE: IL ZIP: 60606-6402 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4


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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. 4)

SYNIVERSE HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

87163F 10 6

(CUSIP Number)

Collin E. Roche

GTCR Golder Rauner, L.L.C.

6100 Sears Tower

Chicago, Illinois 60606-6402

(312) 382-2200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

COPY TO:

Stephen L. Ritchie, P.C.

Kirkland & Ellis LLP

200 E. Randolph Drive

Chicago, Illinois 60601

(312) 861-2000

May 20, 2008

(Date of Event which Requires Filing of this Statement)

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.

*	The remainder of this cover page shall be filled out for a reporting person’s 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.

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 20 Pages


CUSIP No. 87163F 10 6		13D		Page 2 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 6,519,395 (1)
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 6,519,395 (1)
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,519,395 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON (See Instructions) PN

(1) On May 20, 2008, GTCR Fund VII, L.P. distributed 3,770,302 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of 565,808 shares of Common Stock to its general partner, GTCR Partners VII, L.P.


CUSIP No. 87163F 10 6		13D		Page 3 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Partners VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0- (1)
		8 SHARED VOTING POWER 9,774,644 (2)
		9 SOLE DISPOSITIVE POWER -0- (1)
		10 SHARED DISPOSITIVE POWER 9,774,644 (2)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,774,644 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%
14	TYPE OF REPORTING PERSON (See Instructions) PN

(1) Shares of Common Stock previously held directly as a result of pro rata distributions by GTCR Fund VII, L.P. and GTCR Fund VII/A, L.P. were sold on May 28, 2008.


CUSIP No. 87163F 10 6		13D		Page 4 of 20 Pages

(2) 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.


CUSIP No. 87163F 10 6		13D		Page 5 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Fund VII/A, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 3,255,249 (1)
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 3,255,249 (1)
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,255,249 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON (See Instructions) PN

(1) On May 20, 2008, GTCR Fund VII/A, L.P. distributed 1,882,577 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of 366,795 shares of Common Stock to its general partner, GTCR Partners VII, L.P.


CUSIP No. 87163F 10 6		13D		Page 6 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Co-Invest, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 89,487 (1)
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 89,487 (1)
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 89,487 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.13%
14	TYPE OF REPORTING PERSON (See Instructions) PN

(1) On May 20, 2008, GTCR Co-Invest, L.P. distributed 51,752 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of 8,995 shares of Common Stock to its general partner, GTCR Golder Rauner, L.L.C.


CUSIP No. 87163F 10 6		13D		Page 7 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 164,908 (1)
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 164,908 (1)
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,908 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%
14	TYPE OF REPORTING PERSON (See Instructions) PN

(1) On May 20, 2008, GTCR Capital Partners, L.P. distributed 95,369 shares of Common Stock to its partners in a pro rata distribution for no consideration, including a distribution of 2,119 shares of Common Stock to its general partner, GTCR Mezzanine Partners, L.P.


CUSIP No. 87163F 10 6		13D		Page 8 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Mezzanine Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0- (1)
		8 SHARED VOTING POWER 164,908 (2)
		9 SOLE DISPOSITIVE POWER -0- (1)
		10 SHARED DISPOSITIVE POWER 164,908 (2)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,908 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%
14	TYPE OF REPORTING PERSON (See Instructions) PN

(1) Shares of Common Stock previously held directly as a result of pro rata distributions by GTCR Capital Partners, L.P. were sold on May 28, 2008.

(2) Consists of shares of Common Stock beneficially owned solely in its capacity as general partner of GTCR Capital Partners, L.P.


CUSIP No. 87163F 10 6		13D		Page 9 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Partners VI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 164,908 (1)
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 164,908 (1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,908 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%
14	TYPE OF REPORTING PERSON (See Instructions) PN

(1) Consists of shares of Common Stock beneficially owned solely in its capacity as general partner of GTCR Mezzanine Partners, L.P.


CUSIP No. 87163F 10 6		13D		Page 10 of 20 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Golder Rauner, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0- (1)
		8 SHARED VOTING POWER 10,029,039 (2)
		9 SOLE DISPOSITIVE POWER -0- (1)
		10 SHARED DISPOSITIVE POWER 10,029,039 (2)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,029,039 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO

(1) Shares of Common Stock previously held directly as a result of pro rata distributions by GTCR Co-Invest, L.P. and GTCR Partners VII, L.P. were sold on May 28, 2008.

(2) 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 11 of 20 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 Issuer’s 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 12 of 20 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 Issuer’s 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 May 20, 2008, the GTCR Funds made a pro rata distribution of 5,800,000 shares of Common Stock to its partners, including 943,717 shares of Common Stock to GTCR Partners VII, Mezzanine Partners and GTCR. On May 28, 2008, GTCR Partners VII, Mezzanine Partners and GTCR sold all of the shares of Common Stock comprising their direct beneficial ownership, which was an aggregate of 1,034,706 shares of Common Stock. Such sale was made pursuant to a Prospectus Supplement dated May 27, 2008 to a Prospectus dated June 8, 2007 (Reg. No. 333-143631).

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 6,519,395 shares of Common Stock, or approximately 9.5% of the Common Stock as of the date of this statement (assuming there are 68,317,912 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2008). Fund VII/A is the direct beneficial owner of 3,255,249 shares of Common Stock, or approximately 4.8% of the Common Stock as of the date of this statement. Co-Invest is the direct beneficial owner of 89,487 shares of Common Stock, or approximately 0.13% of the Common Stock as of the date of this statement. Capital Partners is the direct beneficial owner of 164,908 shares of Common Stock, or approximately 0.24% 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

Page 13 of 20 Pages

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 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 6,519,395 shares of Common Stock, or approximately 9.5% 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 3,255,249 shares of Common Stock, or approximately 4.8% 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 89,487 shares of Common Stock, or approximately 0.13% 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 164,908 shares of Common Stock, or approximately 0.24% 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) As a result of the distribution on May 20, 2008, GTCR Partners VII may have been deemed to have the sole power to direct the voting and disposition of 1,022,601 shares of Common Stock, Mezzanine Partners may have been deemed to have the sole power to direct the voting and disposition of 2,235 shares of Common Stock and GTCR may have been deemed to have the sole power to direct the voting and disposition of 9,870 shares of Common Stock. On May 28, 2008, GTCR Partners VII, Mezzanine Partners and GTCR sold all of the shares of Common Stock comprising their direct beneficial ownership.

(iv) Except as described in the preceding paragraph, 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

Page 14 of 20 Pages

13(g) of the Act, the beneficial owner of any securities described in Item 5, paragraph (b)(i).

(c)

On May 20, 2008, Fund VII, Fund VII/A, Co-Invest and Capital Partners made a pro-rata, in-kind distribution of an aggregate of 5,8000,000 shares of Common Stock to their respective partners. Fund VII and Fund VII/A distributed 565,808 and 366,795 shares of Common Stock, respectively, to its general partner, GTCR Partners VII, and 4,720,276 shares of Common Stock to their limited partners; Co-Invest distributed 8,995 shares of Common Stock to its general partner, GTCR, and 42,757 shares of Common Stock to its limited partners and Capital Partners distributed 2,119 shares of Common Stock to its general partner, Mezzanine Partners, and 93,250 shares of Common Stock to its limited partners. On May 28, 2008, GTCR Partners VII, Mezzanine Partners and GTCR sold all of the shares of Common Stock comprising their direct beneficial ownership, which was an aggregate of 1,034,706 shares of Common Stock. Such sale was made pursuant to a Prospectus Supplement dated May 27, 2008 to a Prospectus dated June 8, 2007 (Reg. No. 333-143631).

(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.

(e)

Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons, the Issuer and certain of the Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s governance and nominating committee and its compensation committee so long as the GTCR Funds own 37.5% of the Issuer’s common stock that they owned as of the completion of the Issuer’s 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 Issuer’s 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 Issuer’s 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.

Page 15 of 20 Pages

Pursuant to the Issuer’s 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 Issuer’s 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 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, finder’s 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 May 30, 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.,

Page 16 of 20 Pages


		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.*

*	Previously filed.

(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).

Page 17 of 20 Pages

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: May 30, 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 18 of 20 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 19 of 20 Pages


GTCR GOLDER RAUNER, L.L.C.

By:		/s/ Jody S. Gale
Name:		Jody S. Gale
Its:		Attorney-in-Fact

Page 20 of 20 Pages

EXHIBIT INDEX

Exhibit No.


Exhibit 1		Joint Filing Agreement among the Reporting Persons dated as of May 30, 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.*

*	Previously filed.

(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

EX-1 2 dex1.htm JOINT FILING AGREEMENT AMONG THE REPORTING PERSONS Joint Filing Agreement among the Reporting Persons

EXHIBIT 1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: May 30, 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

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



GTCR GOLDER RAUNER, L.L.C.

By:		/s/ Jody S. Gale
Name:		Jody S. Gale
Its:		Attorney-in-Fact

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