麻豆传媒映画

• Transaction values 麻豆传媒映画 at an enterprise value of $2.85 billion
• Expected to significantly enhance balance sheet through $1.165 billion in cash proceeds to company, including a $265 million fully committed PIPE, up to $400 million of cash from M3-Brigade Acquisition II Corp. and a minimum commitment of $500 million from Twilio up to maximum investment of $750 million
• Existing investors are rolling 100% of their equity in the business, while investors through PIPE include funds and accounts managed by Oak Hill Advisors and Brigade Capital Management
• Transaction furthers previously-announced strategic partnership with Twilio

TAMPA, NEW YORK, and SAN FRANCISCO, Aug 16, 2021 鈥� 麻豆传媒映画, the 鈥渨orld鈥檚 most connected company鈥�^TM and the premier global technology provider of mission-critical mobile platforms for carriers and enterprises, announced today that it has entered into a definitive merger agreement with M3-Brigade Acquisition II Corp. (NYSE: MBAC), a publicly traded special purpose acquisition company, which will result in 麻豆传媒映画 becoming a publicly traded company. The transaction implies an initial enterprise value for 麻豆传媒映画 of $2.85 billion, or an enterprise value-to-adjusted 2022E EBITDA multiple of approximately 12.1x, and will provide 麻豆传媒映画 with up to $1.165 billion in cash through a combination of equity and equity-linked capital. Upon closing of the transaction, the publicly traded company will be named 麻豆传媒映画 Technologies Corporation and its common stock will be listed on the New York Stock Exchange under ticker 鈥淪YNV.鈥�

麻豆传媒映画 is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. 麻豆传媒映画鈥檚 capabilities are expected to become increasingly valuable to its mobile carrier and enterprise customers during the transition to 5G mobile networks, which will accelerate growth in devices, traffic volumes, speed and lower-latency communications. 5G networks and the messages and applications on them require seamless and ubiquitous connectivity and coordination. 麻豆传媒映画 is the only global provider of services to bridge these technological and operational complexities.

麻豆传媒映画 is also at the center of the large and growing Communications Platform as a Service (CPaaS) sector, with both digital native companies and large global enterprises increasingly using Application to Person (A2P) messaging and omni-channel mobile engagement to successfully engage, inform and transact with their customers, partners, and employees. The current rapid growth in the CPaaS sector is expected to accelerate as 5G networks expand and become a significant driver of revenue growth for 麻豆传媒映画.

Today鈥檚 announcement builds on the strategic partnership between 麻豆传媒映画 and Twilio (NYSE: TWLO) that was announced on March 1, 2021, through which Twilio agreed to make an equity investment of up to $750 million in 麻豆传媒映画, with a minimum commitment of $500 million. In addition, as a part of this transaction, Twilio will become a significant minority owner of 麻豆传媒映画.

麻豆传媒映画 intends to use the up to $1.165 billion in equity and equity-linked capital to substantially reduce its debt, fund new value-added products and services, advance its strategy of investing in organic and inorganic growth, and increase its investment in data, machine learning and artificial intelligence technologies.

Following the closing of the merger, 麻豆传媒映画 will continue to be led by Chief Executive Officer Andrew Davies and its world class leadership team. The Carlyle Group (鈥淐arlyle鈥�), 麻豆传媒映画鈥檚 current majority owner, will retain all of its current investment in 麻豆传媒映画 and be the largest shareholder in the newly publicly traded company.

Commenting on today鈥檚 announcement, Andrew Davies said: 鈥溌槎勾�媒映画 is at the heart of the mobile ecosystem, enabling the seamless and safe transmission of messaging and data that fuels mobile communications for nearly every person and device in the world. We are at a pivotal time in our growth and this transaction provides us with new equity capital to accelerate investment in innovation, product quality, and breadth that will allow us and our investors to benefit from enterprises鈥� and carriers鈥� success in making mobile better for their customers.鈥�

鈥溌槎勾�媒映画鈥檚 solutions are integral in the mobile-centric 5G world, and we are pleased to be an early investor in the company鈥檚 next chapter of growth,鈥� said Mohsin Y. Meghji, Chairman of the Board of Directors and Chief Executive Officer of MBAC. 鈥淲ith the company鈥檚 partnership with Twilio, the new capital, and enhanced balance sheet, 麻豆传媒映画 will be well-positioned to deepen its engagement with customers in key industry verticals, more effectively monetize the 5G revolution, and create long-term value for shareholders.鈥�

James Attwood, Managing Director at Carlyle and Chairman of 麻豆传媒映画 said: 鈥淭oday marks an exciting milestone for 麻豆传媒映画 and for Carlyle鈥檚 investment in the business. We are excited to continue to support the Company鈥檚 growth journey and look forward to deepening our partnership with Andrew and the rest of the leadership team as 麻豆传媒映画 works with Twilio, MBAC and our public market investors to accelerate the next wave of innovation in mobile communications.鈥�

Transaction Overview

The business combination values 麻豆传媒映画 at an enterprise value of $2.85 billion. The transaction is expected to provide up to $1.165 billion of cash proceeds to the combined company. MBAC will provide up to $400 million of cash held in MBAC鈥檚 trust account from its initial public offering in March 2021, and Twilio will make an investment of up to $750 million, with a minimum investment of $500 million.

Further, leading institutional investors, including Oak Hill Advisors and Brigade Capital Management, have committed to participate in the transaction through Private Investment in Public Equity (PIPE) commitments totaling $265 million, consisting of $69.2 million of common stock at $10.00 per share and $195.8 million of 7.5 percent dividend convertible preferred stock, with a conversion price of $11.50 per share. The convertible preferred stock provides flexible capital that further strengthens 麻豆传媒映画鈥檚 balance sheet. Existing 麻豆传媒映画 shareholders will roll 100% of their equity in the transaction and are expected to own approximately 40% of the combined company at closing.

麻豆传媒映画 has also obtained committed debt financing for a new $1 billion term loan and a $165 million revolving credit facility to be completed at the merger closing, at which time 麻豆传媒映画鈥檚 existing debt will be repaid in full. As a result of these transactions, 麻豆传媒映画鈥檚 leverage will be significantly reduced and Net Debt to LTM Adjusted Financing EBITDA ratio will be approximately 3.7x.

MBAC's sponsor has agreed that a portion of its equity will vest only if the share price of the Company exceeds $12.50 per share over a specified period in accordance with customary provisions. This agreement will enhance alignment of the interests of MBAC鈥檚 sponsor with the long-term value creation and performance of 麻豆传媒映画.

The Boards of Directors of both MBAC and 麻豆传媒映画 have unanimously approved the proposed transaction. The transaction is expected to close before the end of 2021, subject to approval by MBAC stockholders, the expiration of the HSR Act waiting period and other customary closing conditions.

Investor Conference Call Information

麻豆传媒映画 and MBAC will host a joint investor conference call to discuss the proposed transaction tomorrow, August 17, 2021 at 8:00 a.m. EDT. Interested parties may listen to the webcast at . In addition, a recording of the call will be posted to MBAC鈥檚 IR website at .

Additional information about the proposed business combination, including a copy of the investor presentation, will be provided in a Current Report on Form 8-K to be filed by MBAC today with the SEC and available at www.sec.gov. The investor presentation can also be found on 麻豆传媒映画鈥檚 website at and MBAC鈥檚 website.

Advisors

Moelis & Company LLC served as financial advisor to 麻豆传媒映画 and Carlyle and joint placement agent. 麻豆传媒映画 obtained committed debt financing from Barclays, Bank of America, Goldman Sachs, Credit Suisse, Mizuho and Deutsche Bank. Debevoise & Plimpton LLP served as legal counsel for 麻豆传媒映画 and Carlyle.

JP Morgan Securities LLC served as financial advisor to MBAC and is serving as lead placement agent in the transaction. Cantor Fitzgerald & Co. acted as a capital markets advisor for MBAC. Wachtell, Lipton, Rosen & Katz served as legal counsel for MBAC.

Centerview Partners LLC served as financial advisor to Twilio, and Kirkland & Ellis LLP and DLA Piper LLP acted as legal counsel.

About 麻豆传媒映画

麻豆传媒映画 powers mobile experiences for almost every person and device on earth. The world鈥檚 largest companies and nearly all mobile carriers rely on 麻豆传媒映画鈥檚 global network to seamlessly bridge mobile ecosystems and securely transmit data, enabling billions of transactions, conversations and connections [daily]. Building on its 30-year history of innovation to shape the future of communications, 麻豆传媒映画 is focused on harnessing the potential of 5G to transform how businesses engage with customers and help carriers reimagine how far they can reach.

About M3-Brigade Acquisition II Corp

M3-Brigade Acquisition II Corp. (NYSE: MBAC) is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. MBAC is led by key executives of M3 Partners, LP, a leading financial advisory services firm that specializes in assisting companies at inflection points in their growth cycle, and Brigade Capital Management, LP, a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $30 billion in assets under management.

About Twilio

Millions of developers around the world have used Twilio (NYSE: TWLO) to unlock the magic of communications to improve any human experience. Twilio has democratized communications channels like voice, text, chat, video, and email by virtualizing the world鈥檚 communications infrastructure through APIs that are simple enough for any developer to use, yet robust enough to power the world鈥檚 most demanding applications. By making communications a part of every software developer鈥檚 toolkit, Twilio is enabling innovators across every industry 鈥� from emerging leaders to the world鈥檚 largest organizations 鈥� to reinvent how companies engage with their customers.

Important Information about the Transaction and Where to Find It

In connection with the proposed transaction, M3-Brigade Acquisition II Corp. (the 鈥淐ompany鈥�) intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. The Company鈥檚 stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials will contain important information about the Company, 麻豆传媒映画 Corporation (鈥溌槎勾�媒映画鈥�) and the proposed transaction. When available, the definitive proxy statement will be mailed to the stockholders of the Company as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC鈥檚 website at http://www.sec.gov, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway 鈥� 19th Floor, New York, New York 10019.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies of the Company鈥檚 stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in the Company will be filed in the proxy statement for the proposed transaction and available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed transaction when available.

麻豆传媒映画 and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement for the proposed business combination.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.

Forward Looking Statements

This press release may contain 鈥渇orward-looking statements鈥� within the meaning of the 鈥渟afe harbor鈥� provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of the Company or 麻豆传媒映画 may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as 鈥渆xpect,鈥� 鈥渆stimate,鈥� 鈥減roject,鈥� 鈥渂udget,鈥� 鈥渇orecast,鈥� 鈥渁nticipate,鈥� 鈥渋ntend,鈥� 鈥減lan,鈥� 鈥渕ay,鈥� 鈥渨ill,鈥� 鈥渨ould,鈥� 鈥渃ould,鈥� 鈥渟hould,鈥� 鈥渂elieves,鈥� 鈥減redicts,鈥� 鈥減otential,鈥� 鈥渃ontinue,鈥� and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of the Company and 麻豆传媒映画 and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction.

These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of the Company and 麻豆传媒映画 and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement and plan of merger with respect to the proposed transaction (the 鈥淢erger Agreement鈥�); (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Merger Agreement and the proposed transaction; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the stockholders of the Company or other conditions to closing contained in the Merger Agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the proposed transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the proposed transaction; (6) the inability to obtain or maintain the listing of the post-acquisition company鈥檚 common shares on the New York Stock Exchange following the proposed transaction; (7) volatility in the price of the Company鈥檚 securities due to a variety of factors, including changes in the competitive industries in which 麻豆传媒映画 plans to operate, variations in performance across competitors and changes in laws and regulations affecting 麻豆传媒映画鈥檚 business; (8) the risk that the proposed transaction disrupts current plans and operations of 麻豆传媒映画 as a result of the announcement and consummation of the proposed transaction; (9) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers, vendors and suppliers and retain its management and key employees; (10) costs related to the proposed transaction; (11) changes in applicable laws or regulations; (12) the possibility that 麻豆传媒映画 may be adversely affected by other economic, business, financial, political, legal and/or competitive factors; and (13) other risks and uncertainties indicated from time to time in the Company鈥檚 Quarterly Reports on Form 10-Q and the proxy statement discussed above, including those under 鈥淩isk Factors鈥� therein, and other documents filed or to be filed with the SEC by the Company.

The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. 麻豆传媒映画 and the Company do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

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