Obligation Syniverse Global 9.125% ( US87163FAA49 ) en USD

Syniverse Global

100 % ⇌

Etas-Unis

US87163FAA49 ( en USD )

9.125% par an ( paiement semestriel )

14/01/2019 - Obligation échue

Prospectus brochure de l'obligation Syniverse Holdings US87163FAA49 en USD 9.125%, échue

2 000 USD

105 453 000 USD

87163FAA4

N/A

Syniverse Holdings est une société mondiale de technologie fournissant des solutions de connectivité et de paiement mobile pour les opérateurs de réseaux mobiles, les entreprises et les développeurs d'applications.

L'Obligation émise par Syniverse Global ( Etas-Unis ) , en USD, avec le code ISIN US87163FAA49, paye un coupon de 9.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2019

Final Propectus
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424B3 1 d424b3.htm FINAL PROPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-176382
Prospectus
and
Subsidiary Guarantors of Syniverse Holdings, Inc.
Offer to Exchange
Up to $475,000,000 principal amount of its 9.125% Senior Notes due 2019
that have been registered under the Securities Act of 1933 for
a like principal amount of any and all of its outstanding 9.125% Senior Notes due 2019
The Exchange Offer

· We are offering to exchange all our outstanding 9.125% senior notes due 2019 ("outstanding notes") that are validly tendered and not validly
withdrawn for an equal principal amount of our 9.125% senior notes due 2019 ("exchange notes" and, together with the outstanding notes,
"notes") that are freely tradable, subject to specified conditions.

· You may withdraw tenders of outstanding notes at any time before the expiration date of the exchange offer.

· The exchange offer expires at 5:00 p.m., New York City time, on September 26, 2011, unless we extend the offer. We do not currently intend
to extend the expiration date.

· All outstanding notes that are validly tendered and not validly withdrawn before the expiration of the exchange offer will be exchanged for
exchange notes.

· The exchange of outstanding notes for exchange notes pursuant to the exchange offer generally will not be a taxable event to a holder for
United States federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

· The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law. The
exchange offer is not conditioned upon any minimum amount of outstanding notes being tendered for exchange.
The Exchange Notes

· The exchange notes are being offered to satisfy certain of our obligations under the registration rights agreement entered into in connection
with the private offering of the outstanding notes.

· The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding notes, except that
the transaction in which you may elect to receive the exchange notes has been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and therefore, the exchange notes will be freely tradable.

· The outstanding notes are, and the exchange notes will be, unconditionally guaranteed on a joint and several basis by each of our existing and
future domestic restricted subsidiaries that guarantee our senior secured credit facilities.

· The exchange notes will be senior to any existing and future debt obligations that are expressly subordinated in right of payment to the
exchange notes and will be effectively subordinated to all our secured debt, including our senior secured credit facilities, to the extent of the
value of the assets securing such secured debt and to all liabilities of our subsidiaries that do not guarantee the notes.

· The exchange notes are new issues of securities for which there is no established public market. We do not intend to apply for listing of the
exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system.
Broker-Dealers

· Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other
trading activities must deliver a prospectus in any resale of the exchange notes.

· Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

· This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
exchange notes received in exchange for outstanding notes where the broker-dealer acquired such outstanding notes as a result of market-
making activities or other trading activities.

· We have agreed that, for a period of up to 180 days after the effective date of the registration statement (the "Registration Statement"), of
which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."
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See "Risk Factors" beginning on page 17 for a discussion of certain risks that you should consider before participating in the exchange
offer.
Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 26, 2011
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TABLE OF CONTENTS

Where You Can Find More Information
i

Industry and Market Data
i

Citations
ii

Other Data
ii

Statements Regarding Forward-Looking Information
ii

Prospectus Summary
1

Summary Historical and Unaudited Pro Forma Consolidated Financial Information
12

Risk Factors
17

The Exchange Offer
34

Use of Proceeds
45

Capitalization
46

Unaudited Pro Forma Condensed Consolidated Financial Information
47

Selected Historical Consolidated Financial Data
53

Management's Discussion and Analysis of Financial Condition and Results of Operations
56

Business
80

Management
91

Executive Compensation
95

Security Ownership of Certain Beneficial Owners and Management
121
Certain Relationships and Related Transactions
122
Description of Senior Credit Facility
123
Description of Exchange Notes
125
Book-Entry Settlement and Clearance
181
Material United States Federal Income Tax Considerations
184
Certain Considerations For Benefit Plan Investors
185
Plan of Distribution
188
Legal Matters
189
Experts
189
Index to Financial Statements
F-1
We have not authorized any dealer, salesperson or other person to give any information or to represent anything to you other than
the information contained or incorporated by reference in this prospectus. You should not rely on any unauthorized information or
representations. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the
registered securities to which it relates, nor does this prospectus constitute an offer to sell, or a solicitation of an offer to buy, securities in
any jurisdiction where it is unlawful to do so. The information contained in this prospectus is current only as of its date and may change
after that date.

In this prospectus, except as the context otherwise requires or as otherwise noted, "Syniverse," "Company," "we," "us" and "our" refer to
Syniverse Holdings, Inc. and its subsidiaries, except with respect to the notes, in which case such terms refer only to Syniverse Holdings, Inc.
References to "Merger Sub" refer to Buccaneer Merger Sub, Inc., which was merged with and into the Company on January 13, 2011.

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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC the Registration Statement on Form S-4 under the Securities Act, with respect to the exchange notes offered
hereby. This prospectus does not contain all the information included in the Registration Statement nor its exhibits. Additional business and
financial information about us is included in the Registration Statement and its exhibits. Statements contained in this prospectus regarding the
contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance, reference is made
to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects
by such reference. A copy of the Registration Statement and the exhibits filed may be inspected without charge at the public reference room
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the Registration Statement may be obtained
upon the payment of the fees prescribed by the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file electronically with the SEC. The address of this website is
http://www.sec.gov.
Upon the effectiveness of the Registration Statement, we will become subject to the periodic reporting and to the informational requirements
of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will file information with the SEC, including annual,
quarterly and current reports. You may read and copy any document we file with the SEC, at SEC prescribed rates, at the public reference room
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings will also be available to the public from the SEC's website at http://www.sec.gov. Those
filings will also be available to the public on our corporate website at http://www.syniverse.com.
Under the indenture under which the exchange notes will be issued (and the outstanding notes were issued), we have agreed that, whether or
not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we (not including our
subsidiaries) will furnish to the holders of the notes copies of all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file such forms, and all current reports that would be required
to be filed with the SEC on Form 8-K, if we were required to file such reports, in each case within the time periods specified in the indenture. In
addition, following the effectiveness of the Registration Statement, whether or not required by the rules and regulations of the SEC, we will file a
copy of all such information and reports with the SEC for public availability within the time periods specified in the indenture. As long as any
notes remain outstanding, we will make information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act available to
holders of the notes, securities analysts and prospective investors upon request. See "Description of Exchange Notes--Certain Covenants
--Reports and Other Information."
This prospectus contains summaries of the terms of several material documents. These summaries contain the terms that we believe to be
material, but we urge you to read the documents in their entirety. You may request a copy of these documents at no cost by sending a written
request to Laura E. Binion, our Senior Vice President and General Counsel, at our headquarters at 8125 Highwoods Palm Way, Tampa, Florida
33647, or by telephoning (813) 637-5000. To obtain timely delivery of any of these documents, you must request them no later than five
business days before the date you must make your investment decision. Accordingly, if you would like to request any documents, you
should do so no later than September 19, 2011 to receive them before the expiration of this exchange offer.
INDUSTRY AND MARKET DATA
This prospectus contains third-party estimates and data regarding growth in the telecommunications and global wireless industries. The data
included herein regarding markets and ranking, including the size of certain service markets and our position and the position of our competitors
and customers within these markets, is based

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on independent industry reports and publications of Portio Research Limited, Cisco Systems Inc. and Informa Telecoms & Media, reports from
government agencies or other published industry sources and our estimates based on our management's knowledge and experience in the markets
in which we operate. When we rank our customers by size, we base those rankings on the number of subscribers our customers serve. When we
describe our market position, we base those descriptions on the number of subscribers serviced by our customers. Our estimates have been based
on information obtained from our customers, suppliers, trade and business organizations and other contacts in the markets in which we operate.
We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied
upon therein. Similarly, while we believe our estimates to be accurate as of the date of this prospectus, they have not been verified by any
independent sources and may prove to be inaccurate because of the methods by which we obtained certain data for our estimates and because this
information cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of
the data gathering process and other limitations and uncertainties inherent in a survey of market size. In addition, the provided market data is not a
guaranty of future market characteristics, and actual results may differ from the projections and estimates contained in these reports or
publications because consumption patterns and consumer preferences can and do change. Any failure of the markets to grow at projected rates
could have an adverse impact on our business. See "Citations" for a complete list of these reports and publications. See also "Statements
Regarding Forward-Looking Information."
CITATIONS
Citations contained in this prospectus correspond to the following reports, each of which is publicly available but none of which is part of
this prospectus, except to the extent cited herein:
(a) Portio Research Limited ("Portio"), Mobile Messaging Futures: 2010 to 2014. U.S. mobile network operators report total traffic carried
over their networks as being SMS/MMS messages sent and SMS/MMS messages received. This is not the case in most countries, and hence
traffic data in those other countries is counted only once, as total messages sent. Data here is calculated as it is reported by mobile network
operators.
(b) Cisco Systems Inc. ("Cisco"), Cisco Visual Networking Index: (VNI) Global Mobile Data Traffic Forecast Update, 2009-2014.
(c) Informa Telecoms & Media ("Informa"), Global Mobile Roaming Forecasts, 2010-2015.
OTHER DATA
Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in
various tables may not be arithmetic aggregations of the figures that precede them.
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains "forward-looking statements" within the meaning of securities laws. You should not place undue reliance on these
statements. Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations,
including descriptions of our business strategies. These statements often include words such as "believe," "expect," "anticipate," "intend,"
"plan," "estimate," "seek," "will," "may" or similar expressions. Such forward looking statements include, without limitation, statements
regarding:

· expectations of growth of the global wireless telecommunications industry, including increases in new wireless technologies such as

smartphones, wireless subscribers, wireless usage, roaming, mobile data, number portability and text and multimedia messaging;

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· increases in demand for our services due to growth of the global wireless telecommunications industry, greater technology complexity

and the introduction of new and incompatible wireless technologies;

· expectations of increases in our revenues from prior periods to future periods;

· our beliefs concerning the effects that the current economic conditions will have on our business;

· capital expenditures in future periods; and

· the sufficiency of our cash on hand, cash available from operations and cash available from our senior secured credit facilities to fund

our operations, debt service and capital expenditures.
These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of
historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. As you
read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks,
uncertainties and assumptions. Many factors could affect our actual financial results and could cause actual results to differ materially from those
expressed in the forward-looking statements.
Some important factors include, but are not limited to, the following:

· system failures, security breaches, delays and other problems;

· the loss of major customers and the resulting decrease in revenues;

· future consolidation among our customers that may cause decreased transaction volume and/or a reduction in our pricing;

· the failure to adapt to rapid technological changes in the telecommunications industry;

· intense competition in our market for services and the advantages that many of our competitors have or may develop over us, through

acquisitions or technological innovations;

· customer migrations from our services to in-house solutions;

· the failure to achieve or sustain desired pricing levels or transaction volumes;

· certain risks with our continued expansion into international markets;

· the costs and difficulties of acquiring and integrating complementary businesses and technologies;

· the inability of our customers to successfully implement our services;

· the risk exposure related to our reliance on third-party providers for communications software, hardware and infrastructure;

· our inability to develop or maintain relationships with material vendors;

· fluctuations in currency exchange rates;

· the failure to obtain additional capital on acceptable terms, or at all;

· the impairment of our intangible assets or goodwill;

· regulations affecting our customers and us and future regulations to which they or we become subject;

· the capacity limits on our network and application platforms and inabilities to expand and upgrade our systems to meet demand;

· the inability to obtain or retain licenses or authorizations that may be required to sell our services internationally;

· the failure to protect our intellectual property rights;

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· claims that we are in violation of intellectual property rights of others and any indemnities to our customers that may result therefrom;

· the loss of key personnel and the potential inability to successfully attract and retain personnel;

· unfavorable general economic conditions in the U.S. or in other major global markets;

· our exposure to, and the expense of defending and resolving, lawsuits that arise in the ordinary course of business;

· other factors disclosed in this prospectus; and

· other factors beyond our control.
In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this prospectus might not prove to be
accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as
otherwise may be required by law.

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PROSPECTUS SUMMARY
This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not
contain all the information that may be important to you. This prospectus includes specific terms of the exchange offer, as well as
information regarding our business and detailed financial data. You should read this prospectus in its entirety, including "Risk Factors,"
the financial information and the notes thereto included herein. Unless otherwise indicated, financial information included in this
prospectus is presented on an historical basis.
Our Company
We are a leading global provider of mission-critical business and technology services for the wireless telecommunications industry.
For over 20 years, we have served as an integral third-party intermediary in the industry. Our product offerings include essential roaming
clearing house and financial settlement services; text and multimedia message delivery services; and applications for facilitating network
connectivity between mobile operators. The network footprint of most mobile operators is limited to their home geographies. As a result,
mobile operators must interact with one another to provide the seamless coverage and services that their subscribers expect throughout the
world. Mobile operators rely on us to facilitate these interactions with other operators because of our broad suite of transaction-based
services, substantial technical and innovative expertise, global reach, high quality customer support and reliability.
We clear, route, translate and transport over a billion roaming and inter-carrier transactions on average each day. A "transaction" is
generated by, among other things, an individual phone call, a text or multi-media message that is sent or received, or the initiation of a mobile
data session between different operators' networks. We also have a secure physical network infrastructure, consisting of 14 data centers and
14 network points-of-presence worldwide, for the connections between mobile operators required to complete these transactions. Our
Network services provide connectivity to mobile operators and other telecommunications providers, allow subscribers to keep (or "port")
their phone numbers when switching mobile operators, and allow subscribers to utilize caller identification ("caller ID") services. Our
Messaging services allow mobile operators' subscribers to send text and multimedia messages to other mobile operators' subscribers and
also facilitate text and multimedia messaging between enterprises and their customers. Through the use of our Roaming services by mobile
operators, subscribers are able to make phone calls, send text and multimedia messages, and email and browse the internet while roaming on
another mobile operator's network.
We were founded in 1987 as GTE Telecommunication Service Inc. ("TSI"), a unit of GTE Corporation ("GTE"), to address the
industry-wide need for inter-carrier wireless roaming telephone service. In early 2000, GTE combined TSI with its Intelligent Network
Services business, a leading Signaling System 7 ("SS7") network and intelligent network database provider. In June 2000, GTE and Bell
Atlantic merged to form Verizon Communications and TSI became an indirect, wholly owned subsidiary of Verizon Communications. In
February 2002, TSI was acquired by certain members of senior management and an investor group led by GTCR Golder Rauner, LLC and in
2004, TSI was renamed Syniverse Technologies, Inc. Syniverse Holdings, Inc., a Delaware corporation, is the direct parent of Syniverse
Technologies, Inc. In February 2005, Syniverse Holdings, Inc. became a publicly traded company on the New York Stock Exchange
("NYSE") with the symbol "SVR".
On January 13, 2011, we consummated a merger with Buccaneer Holdings, Inc. ("Holdings") and Buccaneer Merger Sub, Inc. ("Merger
Sub"), affiliates of The Carlyle Group ("Carlyle"), under which Holdings acquired 100% of our equity for a net purchase price of $2,493.8
million (the "Merger"). As a result of the Merger, the common stock of Syniverse Holdings, Inc., is no longer listed on the NYSE. In
connection with the Merger, the following transactions occurred at consummation, referred to as the "Transactions":

· investment funds affiliated with Carlyle and certain co-investors capitalized Holdings with an aggregate equity contribution of

$1,200.0 million;

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· we became obligated under senior secured credit facilities (the "Senior Credit Facility"), consisting of (1) a senior secured term
loan facility of $1,025.0 million (the "term loan facility") and (2) a senior secured revolving credit facility with commitments of

$150.0 million (the "revolving credit facility") under a credit agreement with Barclays Bank PLC, as administrative agent (the
"credit agreement");

· we became obligated on the $475.0 million aggregate principal amount of outstanding notes issued under the indenture governing

the outstanding notes;

· each share of Syniverse's common stock issued and outstanding, including any shares that were issued upon the automatic exercise
of any options outstanding under our then-existing 2006 Employee Stock Purchase Plan, immediately prior to the effective time of

the Merger (other than shares held by stockholders who properly exercised appraisal rights) was cancelled and converted into the
right to receive $31.00 per share in cash, without interest, less applicable withholding tax;

· each outstanding and unexercised option to purchase shares of Syniverse's common stock, whether or not then vested, was

cancelled and entitled the holder thereof to receive a cash amount equal to the excess, if any, of $31.00 over the per-share exercise
price of such option, without interest, less applicable withholding tax;

· each outstanding restricted stock award granted under a Syniverse equity plan became fully vested and the holder thereof was

entitled to receive $31.00 per share in cash, without interest, less applicable withholding tax;

· certain indebtedness of Syniverse was repaid and discharged, including its existing credit facilities and $175.0 million aggregate

principal amount of existing 7 3/4% senior subordinated notes due 2013;

· approximately $158.3 million of fees and expenses were paid relating to the foregoing, as of June 30, 2011, including placement

and other financing fees (including fees and discounts payable to the lenders and initial purchasers in connection with our Senior
Credit Facility and the offering of the outstanding notes); and

· we delisted our common stock from the NYSE and deregistered our common stock under the Exchange Act.
Our principal executive offices are located at 8125 Highwoods Palm Way, Tampa, Florida 33647. Our telephone number is
(813) 637-5000, and our website is www.syniverse.com. The information on or linked to our website is not part of this prospectus, nor is
such content incorporated by reference here.
Services
We provide an integrated suite of Network, Messaging and Roaming services to our customers, which are primarily utilized when
mobile operators need to interact with one another. Most of our customers use multiple services from us, often spanning two or more of our
service offerings. Our primary service offerings are as follows:
Network services. We offer Network services to both traditional and non-traditional mobile operators, which allow phone calls to
connect and messages to be delivered. By providing mobile operators with connectivity to other networks, we allow them to avoid the cost
and complexity of managing individual network connections to multiple operators. Network services includes interstandard roaming
solutions, Mobile Data Roaming ("MDR") services for Code Division Multiple Access ("CDMA") operators, call setup and tear down, SS7
solutions, internet protocol ("IP") platform solutions, database services and number portability services. Interstandard roaming solutions and
MDR revenues vary based on the number or size of data/messaging records provided to us by our customers for aggregation, translation and
distribution among operators. These two services have historically been reported within our Roaming services offering and were realigned
on January 1, 2011. Call setup refers to the process of retrieving and processing the routing information for a phone number when a call is

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placed, setting up a channel on which the call can take place and "tearing" down the call upon its completion. Our SS7 solutions provide a
cost effective connectivity to other networks, thereby avoiding the cost and complexity of managing individual network connections with
multiple operators. IP platform solutions enable the management, prioritization and transmission of data between mobile operator networks to
support roaming for smartphones and other mobile data devices. Other network services offered allow mobile operators to provide number
portability and caller ID services to their subscribers.
Messaging services. We provide mobile operators with routing, translation and delivery services for Short Messaging Service
("SMS") and Multimedia Messaging Service ("MMS") messages sent from one operator's network to another. While mobile operators have
routing and delivery capabilities for subscribers within their own network, they do not generally have an efficient way to directly route and
deliver messages to other operators' networks as this would require a direct connection with each of over a thousand mobile operators
throughout the world, as well as sophisticated translation capabilities between numerous mobile standards. Once one of our customers has
determined that an SMS or an MMS message needs to be delivered outside of its network, the message is sent to us. From there, we
determine where the message is going, translate the message so it can be read by the receiving network and deliver it. This is known as
Peer-to-Peer ("P2P") messaging. As part of our enterprise messaging business, known as Application-to-Peer ("A2P") messaging, we
provide enterprise customers with routing, translation and delivery services for direct communication with their customers and employees
via SMS and MMS alerts. Our Messaging revenues are typically generated on a per-transaction (or per-message) basis and paid to us by the
customer on whose network the message originated.
Roaming services. We operate the largest roaming clearing house in the world and process hundreds of billions of roaming transactions
each year. A roaming transaction is generated whenever a subscriber from one mobile operator makes or receives a call, sends or receives
an SMS or MMS message, or initiates a data session, in each case, while roaming on another operator's network. Subscribers typically roam
in places where their home operator's network coverage is relatively limited or non-existent. In order to provide seamless global coverage,
mobile operators enter into roaming agreements with one another to provide access for their subscribers to other operators' networks offering
superior coverage in a given geography. When its subscribers roam, the home operator must pay the visited operator for use of the network.
Through our clearing house, we clear and settle roaming transactions generated by calls, messages and data sessions initiated by the home
operator's subscriber while roaming on the visited operator's network. The information we provide determines the amount of roaming
charges owed by one mobile operator to another. Revenues are paid to us by the visited operator who ultimately bills the home operator for
use of its network. In addition to this core service, we provide mobile operators a number of other value-added services, including roaming
data analytics, roaming agreement management and financial settlement services. Our Roaming revenues are typically generated on a
per-transaction basis.
Other services. We provide technology turn-key solutions, including operator solutions for number portability readiness, prepaid
applications, interactive video, value-added roaming services and mobile broadband solutions, also known as our ITHL business. Our ITHL
business provides software services to customers primarily in the Asia Pacific region.
Our Sponsor
The Carlyle Group is a global alternative asset manager with approximately $153 billion of assets under management across 89 funds
and 49 fund of fund vehicles as of March 31, 2011 (including acquisitions of AlpInvest Partners B.V. and Emerging Sovereign Group LLC on
July 1, 2011). Carlyle invests across four segments Corporate Private Equity, Real Assets, Global Market Strategies and Fund of Funds
Solutions in Africa, Asia, Australia, Europe, the Middle East, North America and South America focusing on aerospace, defense and
government services, consumer and retail, energy, financial services, healthcare, industrial and transportation, technology,
telecommunications, and media and business services. Since its inception, the firm

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