8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2016

XURA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35572	04-3398741
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Quannapowitt Parkway

Wakefield, MA

01880

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 246-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Notes

Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2016 (the “Merger Agreement”), by and among Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), Sierra Private Merger Sub Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Xura, Inc., a Delaware corporation (the “Company”), on August 19, 2016 (the “Closing Date”), Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and as an indirect wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Siris Capital Group, LLC (“Siris”). The events described in this Current Report on Form 8-K took place immediately in connection with the completion of the Merger.

Item 1.01 Entry into a Material Definitive Agreement

On August 19, 2016, the Company entered into an amendment (the “Amendment”) to the Rights Agreement, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of April 29, 2015 (the “Rights Plan”). The Amendment provides that (i) the transactions contemplated by the Merger Agreement, including the Merger, will not result in a “Distribution Date” or in Parent being deemed an “Acquiring Person” as such terms are defined under the Rights Plan, (ii) the Rights Plan will be inapplicable to the transactions contemplated by the Merger Agreement, including the Merger, and (iii) the “Final Expiration Date,” as defined in the Rights Plan, will occur immediately prior to the closing of the Merger.

The Rights Agreement and the Certificate of Designation are filed as Exhibits 4.1 and 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2015 and are incorporated herein by reference. The foregoing description of the Amendment is subject to, and qualified in its entirety by reference to the Amendment, which filed as Exhibit 4.1 hereto, and is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Merger, on August 19, 2016, the Company repaid all of the outstanding obligations in respect of principal, interest, and fees under the Credit Agreement dated as of December 15, 2014 and as amended from time to time, among the Company and certain subsidiaries and affiliates, as borrowers and guarantors, the lenders party thereto, Elavon Financial Services Limited as administrative agent, U.S. Bank Trustees Limited as collateral agent, Jefferies Finance LLC as sole lead arranger and bookrunner, and Newstar Financial Inc. as documentation agent (the “Credit Agreement”), and terminated all applicable commitments under the Credit Agreement. No penalties were paid in connection with such repayments.

The information set forth under Items 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Introductory Note to this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Merger, each share of common stock, par value $0.01 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than dissenting shares and shares of Common Stock owned by the Company,

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Parent or Merger Sub or any of their subsidiaries (the “Excluded Shares”), was automatically cancelled and converted into the right to receive $25.00 in cash, without interest (the “Merger Consideration”), less any applicable taxes required to be withheld. In addition, as of the Effective Time, all unvested equity awards fully vested. As of the Effective Time, each award of stock options, restricted stock units and director stock units (whether vested or unvested) outstanding under a Company equity incentive plan immediately prior to the Effective Time was automatically cancelled and the holder thereof became entitled to receive a cash payment equal to the product of the Merger Consideration (less the applicable exercise price per share in the case of a stock option) and the number of shares of Common Stock subject to such cancelled award.

The descriptions of the Merger and the Merger Agreement contained in this Current Report on Form 8-K do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The disclosure regarding the Merger and the Merger Agreement set forth under Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, the Company notified the Nasdaq Global Market stock exchange (“NASDAQ”) that the Merger had been completed and requested that trading in the Common Stock be suspended effective immediately following the close of business on the Closing Date. The Company also requested that NASDAQ file with the SEC a notification of removal from listing on Form 25 with respect to the delisting of the Common Stock from NASDAQ.

The Company intends to file with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as promptly as practicable. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of Common Stock (other than the Excluded Shares) were automatically cancelled and converted into the right to receive the Merger Consideration. At the Effective Time, all holders of Common Stock (other than the Excluded Shares) ceased to have any rights with respect thereto other than the right to receive such consideration.

The information set forth under Items 1.01, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the Merger, a change in control of the Company occurred, and the Company is now an indirect wholly-owned subsidiary of Parent.

The total amount of funds used to complete the Merger and related transactions and pay related fees and expenses was approximately $843.6 million, which was funded through a combination of equity and debt financing obtained by Parent, together with cash on-hand at the Company.

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The disclosure regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, each of Susan D. Bowick, James Budge, Niccolo De Masi, Matthew A. Drapkin, Doron Inbar, Henry R. Nothhaft, Philippe Tartavull, and Mark C. Terrell resigned as directors of the Company. No director resigned because of any disagreement with the Company on any matter relating to its operations, policies or practices. In accordance with the Merger Agreement, at the Effective Time, the directors of Merger Sub became the directors of the Company.

Item 8.01 Other Events.

On August 19, 2016, the Company and Siris issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of May 23, 2016, by and among Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), Sierra Private Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, and Xura, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2016).
4.1*	Amendment to Rights Agreement, by and between Xura, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, effective as of August 19, 2016.
99.1*	Press Release, dated August 19, 2016.

* Filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XURA, INC.
Date: August 19, 2016
	By:	/s/ Roy Luria
		Roy Luria
		Executive Vice President, General Counsel and Corporate Secretary

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Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of May 23, 2016, by and among Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), Sierra Private Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, and Xura, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2016).
4.1*	Amendment to Rights Agreement, by and between Xura, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, effective as of August 19, 2016.
99.1*	Press Release, dated August 19, 2016.

* Filed herewith.

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EX-4.1

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

This Amendment (this “Amendment”) to the Rights Agreement, dated as of April 29, 2015 (the “Rights Agreement”), between XURA, INC., a Delaware corporation formerly known as Comverse, Inc. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of August 19, 2016.

RECITALS

WHEREAS the Company has entered into that certain Agreement and Plan of Merger, by and among Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), Sierra Private Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, dated May 23, 2016 (the “Merger Agreement”), pursuant to which (A) Merger Sub will be merged with and into the Company (the “Merger”), and (B) Merger Sub will cease to exist and the Company will become an indirect wholly-owned subsidiary of Parent;

WHEREAS, Section 26 of the Rights Agreement provides that, prior to the Distribution Date, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of Rights;

WHEREAS, as of the time immediately prior to this Amendment, the Distribution Date has not occurred; and

WHEREAS, the Company’s Board of Directors has determined, in connection with the execution of the Merger Agreement, that it is in the best interest of the Company and its stockholders to amend the Rights Agreement and has directed that the Rights Agreement be amended as provided herein pursuant to Section 26 of the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree that the Rights Agreement is amended as follows, effective as of immediately prior to the Closing (as defined in the Merger Agreement):

AGREEMENT

1. Section 1 of the Rights Agreement shall be supplemented by adding the following definitions:

“Merger” shall have the meaning specified in the Merger Agreement.

“Merger Agreement” shall mean that certain Agreement and Plan of Merger, dated May 23, 2016, by and among Parent, Sierra Private Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, and the Company.

“Parent” shall mean Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales.

2. The definition of “Final Expiration Date” as set forth in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“Final Expiration Date” shall be the earlier of (i) the Closing Date, effective immediately prior to the Closing (each as defined in the Merger Agreement), and (ii) April 29, 2018.

3. The Rights Agreement is hereby further amended by adding the following Section 34, to appear immediately following Section 33 of the Rights Agreement:

“Section 34. Merger.

Notwithstanding any provision of this Rights Agreement to the contrary, no Distribution Date shall be deemed to have occurred, neither Parent, Sierra Private Holdings III LLC (“Holdings III”) nor any Affiliate or Associate of Parent or Holdings III shall be deemed to have become an Acquiring Person and no holder of Rights shall be entitled to exercise such Rights under or be entitled to any rights pursuant to Section 7(a), 11(a)(ii) or 23(a) of this Rights Agreement by reason of (x) the approval, execution, delivery or effectiveness of the Merger Agreement or (y) the consummation of the transactions contemplated under the Merger Agreement in accordance with the terms thereof (including, without limitation, the consummation of the Merger), provided that if, after the termination of the Merger Agreement pursuant to Article VI thereof, Parent or any its Subsidiaries or any of their respective Affiliates or Associates becomes the Beneficial Owner of any shares of Common Stock of the Company (other than by reason of the approval, execution, delivery or effectiveness of the Merger Agreement or the consummation of any of the transactions contemplated thereby) the provisions of this Section 34 (other than this proviso) shall not be applicable.”

4. Except for the amendments made hereby, the Rights Agreement shall continue in full force and effect.

5. The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Amendment.

6. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment.

7. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

XURA, INC.
By:	/s/ Roy Luria
Name: Roy Luria
Title: Executive Vice President, General Counsel and Corporate Secretary

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
By:	/s/ Paula Caroppoli
Name: Paula Caroppoli
Title: Senior Vice President

SIGNATURE PAGE TO AMENDMENT TO RIGHTS AGREEMENT

EX-99.1

Exhibit 99.1

Press Release

Media Contact:

Maria Hudson

Xura

maria.hudson@xura.com

+44 7967813429

Xura Announces Completion of Acquisition by Affiliates of

Siris Capital Group, LLC

• Xura shareholders to receive $25.00 per share in cash

• Acquisition supports Xura’s transformation growth strategy to be the leader in digital communications solutions for Communication Service Providers (“CSPs”)

• Enables further investment, expansion and development of digital communication and monetization services

WAKEFIELD, Mass., August 19, 2016 — Xura, Inc. (NASDAQ: MESG), a leading provider of digital communications services, today announced the completion of its acquisition by affiliates of Siris Capital Group, LLC (“Siris” or “Siris Capital”) in a transaction reflecting an equity value of approximately $643 million.

The transaction, which was initially announced on May 23, 2016, was approved by a majority of Xura’s shareholders on August 16, 2016. In connection with the closing of the transaction, the company, which will continue to operate as Xura Inc., will be wholly owned by affiliates of Siris Capital.

Siris’ investment underpins Xura’s mission to revolutionize the way the world communicates, accelerating its development of leading digital communications solutions for CSPs that will transform future engagement experiences across all networks, channels and devices. At the heart of this acquisition is a commitment to continue building a company positioned for longevity and growth, which is focused on customers, product development and fostering technology innovation across messaging, data, network security and virtualization services.

Commenting on the transaction closure, Hubert de Pesquidoux, Siris Capital executive partner and Xura’s new executive chairman, said: “With its broad product portfolio and industry-renowned technology, which has underpinned mobile messaging for many years, Xura is well-positioned to continue to bring value to the 300+ customers it supports and the broader digital ecosystem. We look forward to working with the management team and employees to further advance the company’s value proposition, investing and innovating to help its customers succeed. I am honored to be part of Xura’s next chapter.”

“This is a momentous day for Xura,” said Philippe Tartavull, CEO at Xura. “By partnering with Siris Capital and its experienced leadership team, we will now be able to accelerate our strategy to bring best-in-class messaging, voicemail, security, and monetization solutions to our customers. This investment not only offers Xura increased financial stability, but is a fantastic opportunity to expand our reach and bolster our position as an industry-leading company with digital innovation and customers at its core.”

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About Xura, Inc.

Xura offers a portfolio of digital services solutions that enable global communications across a variety of mobile devices and platforms. We help communication service providers (CSPs) and enterprises navigate and monetise the digital ecosystem to create innovative, new experiences through our cloud-based offerings. Our solutions touch more than three billion people through 350+ service providers and enterprises in 140+ countries. You can find us at Xura.com.

About Siris Capital Group, LLC

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

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