x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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•	expectations of growth of the global wireless telecommunications industry, including increases in new wireless technologies such as smartphones and other connected devices, wireless subscribers, wireless usage, roaming, mobile data, number portability and text and multimedia messaging;

•	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 changes in our revenues from prior periods to future periods;

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

•	the cost and difficulties of acquiring and integrating complementary businesses and technologies;

•	capital expenditures in future periods; and

•	the sufficiency of our cash on hand, cash available from operations and cash available from the revolving portion of our New Senior Credit Facility (as defined under Item 1 of this Annual Report on Form 10-K) to fund our operations, debt service and capital expenditures.

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

•	the loss of major customers and the resulting decrease in revenue;

•	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;

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•	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;

•	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 Annual Report on Form 10-K; and

•	other factors beyond our control.

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Signaling solutions provide cost effective connectivity to other networks, thereby avoiding the cost and complexity of managing individual network connections with multiple operators, and facilitate the signaling requirements for call delivery and Short Messaging Service ("SMS") delivery when roaming on Global System for Mobile Communication (“GSM”) and Code Division Multiple Access (“CDMA”) Networks around the world. We have recently enhanced this platform to address interoperability for 4G devices to enable effective, real-time communication between devices on 4G networks and devices on networks that utilize other technology. For example, this platform now supports communication between 4G and 3G networks.

•	Interstandard roaming solutions and MDR services enable CDMA roaming. Interstandard roaming solutions allow certain CDMA handsets to roam on GSM networks. MDR services allow CDMA data devices to roam on other CDMA operator networks.

•	Call setup and tear down involves the process of retrieving, processing and routing information in order for a call to transpire.

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IP platform solutions enable operators a means of secure transport of roaming, messaging, IPX and signaling traffic to consolidate global network connections via one network for all traffic types. These services optimize streams of data delivered to mobile devices accelerating download speeds and relieving network load by reducing the volume of data being exchanged between our customer’s networks.

•	RTI tools analyze the real and near real time traffic data being processed through our platforms and networks to provide multiple use cases that enable our customers to more effectively manage their subscriber’s quality of experience (“QoE”) and satisfaction.

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•	Database solutions enable caller ID on various technology platforms provided to subscriber devices and intelligent network-based queries to support accurate call routing.

•	Number portability services allow subscribers to retain their phone numbers when changing mobile service providers.

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•	Network. Our competitors for SS7 network connectivity and intelligent network services include BICS, iBasis, TNS, Inc., AT&T, Tata Communications and local exchange carriers. Wireless and fixed-line operators may also choose to deploy and manage their own in-house SS7 networks. Syniverse competes with Neustar and Ericsson for global number portability implementations.

•	Messaging. Our primary competitors include Sybase, Inc., an affiliate of SAP, Aicent, Inc., and BICS.

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Roaming. Our primary competitors for our clearing solutions include MACH, TNS, Inc., Comfone S.A., Emirates Data Clearing House, Nextgen Clearing, Ltd and Advanced Roaming and Clearing House, Ltd. Additionally, several mobile operator groups have aggregated all roaming related services across their multiple operator companies in the form of “hubs”. These roaming hubs provide a centralized organizational point to select solutions and service providers, thereby concentrating competitive offers to one location within a mobile operator group. Further, the competitive landscape incorporates services that operators perform on a turnkey or in-house methodology rather than outsource to a third party managed service provider. These services include data and financial clearing, and other services such as steering of roaming.

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•	Sales. Our sales team is geographically diverse and regionally focused. Sales directors are organized geographically with regional offices responsible for North America, Caribbean and Latin America, Asia Pacific and Europe/Middle East/Africa. Account managers are product specialists and work as a team to respond to customer needs.

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Marketing. Our marketing organization is comprised of marketing and communications employees. This organization is responsible for consistent communications and global brand management as well as market planning and analysis and industry relations. This includes strategic plan development, product marketing and competitive analysis, media relations, event planning, web marketing and marketing communications.

•	Product Management. Working with the sales organization, product managers are responsible for managing the product’s positioning throughout the life cycle as well as managing costs and pricing. These responsibilities include developing strategic product and market plans, specifying product requirements, planning development resources and managing product launches.

•	Product Development and Life Cycle. Delivers new product developments, enhancements and maintenance releases and develops integrated solutions that address customer needs across multiple areas including billing, messaging, decision support and reporting.

•	Operational Support Services. Provides 24 hours per day, seven days per week, 365 days per year operational product support to ensure a high level of service and system availability.

•	Technology Services. Responsible for maintaining the high quality of customer service through centralized testing, system/data base administration and configuration management.

•	Research & Development. Responsible for researching new telecommunications technologies and identifying solutions which facilitate technology migration and interoperability functionality for operators.

•	Customer Service, Documentation and Training. Provides “front-line” support for our global customers. Documentation and Training group publishes the technical documentation accompanying portfolio of services in multiple languages and also travels nationally and globally to provide strategic customer training.

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•	Operator Business Process Outsourcing. Provides flexible services and solutions designed with features for planning, reporting, monitoring and analyzing customer roaming agreements.

•	Internal Operations Support. Manages internal hardware and software technology programs as well as the Local Area Network, internet, email and departmental servers for our employees. Other internal operations functions include information security, facilities management and disaster recovery.

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Network Operations Center. We maintain a state-of-the-art Network Operations Center that actively monitors applications, network and connections to customers. The Network Operations Center provides support both domestically and globally 24 hours per day, seven days per week, 365 days per year. The Network Operations Center proactively identifies potential issues with our applications, operating system, network, switch connectivity and call processing. These issues are managed through resolution with customers in conjunction with Inter-Exchange Operators, Local Exchange Operators, field engineering, our internal product support and development teams and vendors.

•	Network Services. Designs, develops and supports our SS7 and Internet Protocol-based Intelligent Network Service offerings. Employees within Network Services work closely with other functional departments and vendors to ensure that we are engineering and monitoring cost effective and reliable network solutions that meet customers’ needs.

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•	incur or guarantee additional indebtedness;

•	issue disqualified and preferred stock;

•	make certain investments;

•	pay dividends or make distributions on our capital stock;

•	sell assets, including capital stock of restricted subsidiaries;

•	agree to payment restrictions affecting our restricted subsidiaries;

•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•	enter into transactions with our affiliates;

•	incur liens; and

•	designate any of our subsidiaries as unrestricted subsidiaries.

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•	was insolvent on the date that it gave the guarantee or became insolvent as a result of giving the guarantee, or

•	was engaged in business or a transaction, or was about to engage in business or a transaction, for which property remaining with the guarantor was an unreasonably small capital, or

•	intended to incur, or believed that it would incur, debts that would be beyond the guarantor’s ability to pay as those debts matured.

•	the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation, or

•	the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or

•	it could not pay its debts as they become due.

•	what standard a court would apply in order to determine whether a guarantor was insolvent as of the date it issued the guarantee or whether, regardless of the method of valuation, a court would determine that the guarantor was insolvent on that date; or

•	whether a court would determine that the payments under the guarantee constituted fraudulent transfers or conveyances on other grounds.

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•	make it more difficult for us to satisfy our obligations with respect to the Senior Notes;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes;

•	increase our vulnerability to and limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

•	restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

•	expose us to the risk of increased interest rates, as borrowings under our New Senior Credit Facility are subject to variable rates of interest;

•	expose us to additional risks related to currency exchange rates and repatriation of funds;

•	place us at a competitive disadvantage compared to our competitors that have less debt; and

•	limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes.

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•	our computer software or hardware, or our customers’ or suppliers’ computer software or hardware;

•	our networks, our customers’ networks or our suppliers’ networks; and

•	our connections and outsourced service arrangements with third parties.

•	power loss, transmission cable cuts and other telecommunications failures;

•	hurricanes, fires, earthquakes, floods and other natural disasters;

•	a terrorist attack in the United States or in another country in which we operate;

•	interruption of service arising from facility migrations, resulting from changes in business operations including acquisitions;

•	computer viruses or software defects;

•	loss or misuse of proprietary information or customer data that compromises security, confidentiality or integrity; and

•	errors by our employees or third-party service providers.

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•	the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

•	fluctuations in currency exchange rates;

•	foreign customers may have longer payment cycles than customers in the U.S.;

•	U.S. and foreign import, export and related regulatory controls on trade;

•	tax rates in some foreign countries may exceed those of the U.S. and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls, taxes upon repatriation or other restrictions;

•	general economic and political conditions in the countries where we operate may have an adverse effect on our operations in those countries or not be favorable to our growth strategy;

•	unexpected changes in regulatory requirements;

•	the difficulties associated with managing a large organization spread throughout various countries, including recruiting and hiring adequate and competent personnel and maintaining our standards, controls, information systems and procedures;

•	the risk that foreign governments may adopt regulations or take other actions that would have a direct or indirect adverse impact on our business and market opportunities, including for example a delay we experienced in receiving regulatory confirmation for the commencement of number portability services in India; and

•	the potential difficulty in enforcing intellectual property rights in certain foreign countries.

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•	greater than expected costs, management time and effort involved in identifying, completing and integrating acquisitions;

•	potential disruption of our ongoing business and difficulty in maintaining our standards, controls, information systems and procedures;

•	diversion of management’s attention from other business concerns;

•	entering into markets and acquiring technologies in areas in which we have little experience;

•	acquiring intellectual property which may be subject to various challenges from others;

•	the inability to successfully integrate the services, products and personnel of any acquisition into our operations;

•	the inability to achieve expected synergies;

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•	a need to incur debt, which may reduce our cash available for operations and other uses;

•	incurrence of liabilities and claims arising out of acquired businesses;

•	realizing little, if any, return on our investment; and

•	unforeseen integration difficulties that may cause service disruptions.

•	Management’s attention from our day-to-day business may be diverted without any corresponding benefits from the acquisition;

•	Our relationships with customers and vendors may be disrupted as a result of uncertainties with regard to our business and prospects;

•	We may be required to pay significant transactions costs related to the proposed acquisition without any corresponding benefits from the acquisition;

•	We will owe a termination fee to WP Roaming of €60 million (against which the deposit of €30 million will be credited).

•	failure to implement our business plan for the combined business

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•	unanticipated issues in integrating technology platforms, logistics, information, communications and other systems;

•	resolving inconsistencies in standards, controls, procedures and policies, and compensation structures between MACH's structure and our structure;

•	failure to retain key customers and third-party vendors;

•	unanticipated changes in applicable laws and regulations;

•	failure to retain key employees;

•	operating risks in MACH's business and our business; and

•	unanticipated issues, expenses and liabilities.

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•	fund our operations;

•	enhance and expand the range of services we offer;

•	maintain and expand our network; and

•	respond to competitive pressures and potential strategic opportunities, such as investments, acquisitions and international expansion.

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•	be expensive and time-consuming to defend;

•	cause us to cease making, licensing, using or selling equipment, services or products that incorporate the challenged intellectual property;

•	require us to redesign our equipment, services or products, if feasible;

•	divert management’s attention and resources; and

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•	require us to enter into royalty or licensing agreements in order to obtain the right to use necessary intellectual property.

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ITEM  5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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(1)	Results include the following acquisitions in the respective periods subsequent to the acquisition date: VM3 acquisition completed in October 2009 and the Merger in January 2011.

(2)	Depreciation and amortization amounts exclude accretion of debt discount and amortization of deferred finance costs, which are both included in interest expense within the Statement of Operations Data.

(3)	Restructuring and management termination benefits is comprised primarily of severance benefits associated with our cost rationalization initiatives, which were implemented as follows:

•	In December 2009, we completed a restructuring plan to reduce our workforce in Asia Pacific to better align our operating costs to the economic environment and eliminated certain redundant positions in Europe and North America. As a result of this plan, we incurred severance related costs of $2.6 million.

•	In December 2010, we completed a restructuring plan primarily to realign certain senior management functions. As a result of this plan, we incurred severance related costs of $2.0 million in 2010 and an additional $0.3 million in 2011 for supplemental charges related to certain employee terminations.

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In June 2011, we implemented a restructuring plan primarily to realign certain sales management positions. As a result of this plan, we incurred severance related costs of $1.3 million. In addition, effective July 1, 2011, our former Chief Executive Officer and President, Tony G. Holcombe, retired from the Company. In conjunction with his retirement, we incurred employee termination benefits of $1.1 million.

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•	In December 2011, we implemented a restructuring plan primarily to regionalize our customer support workforce for better alignment with our customers’ needs. As a result of this plan, we incurred severance related costs of $3.7 million and contract termination costs of $0.4 million, as of December 31, 2012, related to the exit of a leased facility.

•	In December 2012, we implemented a restructuring plan primarily to align certain functions and address our cost structure in the messaging business. As a result of this plan, we incurred severance related costs of $1.8 million as of December 31, 2012.

(4)	Reflects costs associated with the Transactions, such as legal, advisory and investment banker fees and accelerated stock-based compensation expense.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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•	Cost of operations includes data processing costs, network costs, revenue share service provider arrangements, message termination fees, facilities costs, hardware costs, licensing fees, personnel costs associated with service implementation, training and customer care and off-network database query charges.

•	Sales and marketing includes personnel costs, advertising and website costs, trade show costs and related marketing costs.

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General and administrative includes research and development expenses, a portion of the expenses associated with our facilities, business development expenses, and expenses for executive, finance, legal, human resources and other administrative departments and professional service fees relating to those functions. Our research and development expenses, consisting primarily of personnel costs, relate to technology creation, enhancement and maintenance of new and existing services.

•	Depreciation and amortization relate primarily to our property and equipment including our SS7 network, computer equipment, infrastructure facilities related to information management, capitalized software and other intangible assets recorded as a result of purchase accounting.

•	Restructuring and management termination benefits represents termination costs including severance, benefits and other employee related costs as well as facilities costs.

•	Merger expenses includes stock-based compensation related to the acceleration of equity awards in connection with the Merger, advisory costs, professional services costs including legal, tax and audit services, insurance costs and transaction fees and expenses paid to Carlyle incurred in connection with the Transactions.

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•	the consummation of the Acquisition substantially concurrently with the initial funding under the Delayed Draw Facility in accordance with the terms of the Purchase Agreement without giving effect to any modification, amendment, consent or waiver material and adverse to the lenders without the consent of the commitment parties;

•	the accuracy of certain major representations, as described in the Delayed Draw Credit Agreement;

•	the absence of certain major events of default, as described in the Delayed Draw Credit Agreement;

•	the consummation of the Refinancing (as defined above) substantially concurrently with the initial borrowing under the Delayed Draw Facility;

•	the delivery of financial statements, as described in the Delayed Draw Credit Agreement;

•	the execution and delivery of guarantees and security documentation for the Delayed Draw Credit Facility, including receipt of documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules; and

•	the payment of fees and expenses in connection with the Facilities (as defined below).

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•	excludes certain tax payments that may represent a reduction in cash available to us;

•	does not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

•	does not reflect changes in, or cash requirements for, our working capital needs; and

•	does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, including original issue discount amortization on our New Senior Credit Facility.

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(a)	Restructuring and management termination benefits expense is comprised primarily of severance benefits associated with our cost rationalization initiatives, which were implemented as follows:

•	In December 2010, we completed a restructuring plan primarily to realign certain senior management functions. As a result of this plan, we incurred severance related costs of $2.0 million in 2010 and an additional $0.3 million in 2011 for supplemental charges related to certain employee terminations.

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In June 2011, we implemented a restructuring plan primarily to realign certain sales management positions. As a result of this plan, we incurred severance related costs of $1.3 million. In addition, effective July 1, 2011, our former Chief Executive Officer and President, Tony G. Holcombe, retired from the Company. In conjunction with his retirement, we incurred employee termination benefits of $1.1 million. In December 2011, we implemented a restructuring plan primarily to regionalize our customer support workforce for better alignment

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•	In December 2012, we implemented a restructuring plan primarily to align certain functions and address our cost structure in the messaging business. As a result of this plan, we have incurred severance related costs of $1.8 million as of December 31, 2012.

(b)	Reflects non-cash expenses related to equity compensation awards. The acceleration of the Predecessor equity compensation awards is included within Merger expenses (see (e) below). Also see Note 4 to our Consolidated Financial Statements for additional discussion.

(c)	Reflects items associated with acquisition and integration expenses, such as incremental contractor, travel and marketing costs and certain advisory services and employee retention costs.

(d)	Reflects items associated with the Transactions, such as legal, advisory and investment banker fees and accelerated stock-based compensation expense.

(e)	Reflects management fees paid to Carlyle and related expenses.

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(1)

Based on an assumed interest rate on our New Senior Credit Facility of 3.75% plus LIBOR (subject to a floor assumed to be 1.25%) and the interest rate on the Senior Notes of 9.125%. Includes $14.6 million in ticking fees under the terms of the Commitment Letter in effect at December 31, 2012, assuming the MACH acquisition and related financing provided for under the Commitment Letter will close on May 31, 2013.

(2)	Reflects estimated property and equipment operating lease payments based on contractual rates. Certain of these obligations represent fees that we would incur if we were to cancel or terminate the underlying lease agreement.

(3)	Reflects purchase and contractual obligations for equipment and services. Certain of these obligations represent fees that we would incur if we were to cancel or terminate the underlying purchase agreement.

(4)	Reflects capital lease obligations for certain of our network equipment.

(5)	Reflects estimated obligations from a noncontributory defined benefit retirement plan associated with one of our foreign subsidiaries.

(6)	The timing of cash outflows related to liabilities for uncertain tax positions, and the interest thereon, cannot be estimated and, therefore, has not been included in the table. See Note 15 to our Consolidated Financial Statements.

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ITEM  9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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•	to attract and retain the best possible executive talent;

•	to achieve accountability for performance by linking annual cash incentive compensation to the achievement of measurable performance objectives; and

•	to align executive officers' incentives with increases in shareholder value and the achievement of corporate objectives.

•	performance against corporate objectives for the year;

•	value of an individual's unique skills and capabilities to support our objectives; and

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•	contribution as a member of the executive management team.

•	base salary;

•	annual incentive compensation; and

•	long-term equity incentive compensation.

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•	a 401(k) plan, pursuant to which participants received a 2% core contribution and a 3% company match assuming they contribute at least 4% to the plan, up to the federal limit;

•	health, dental and insurance plans; all employees, including executives, pay a portion of premiums due for health coverage; and

•	basic employee life insurance and accidental death and dismemberment coverage equal to the lesser of 1 times base salary or $350,000 as well as short-term disability coverage at no cost to the employee.

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(1)	Mr. Hatfield was not a named executive officer in 2011 or 2010.

(2)	Ms. Binion was not a named executive officer in 2010.

(3)	Includes vacation payout of $6,663.

(4)	Includes vacation payout of $5,659.

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(5)

Reflects the grant date fair value of stock and option awards granted in the applicable year, determined in accordance with the accounting guidance for share-based compensation. The assumptions used in the calculation of the grant date fair values of the option awards are included in Note 11 to our audited consolidated financial statements for the fiscal year ended December 31, 2012. The grant date fair value of the performance-based restricted stock awards granted in 2010 is computed based upon the probable outcome of the applicable performance conditions as of the date of grant, which was $0 for 2010. The following table discloses the grant date fair value of the performance-based restricted stock awards granted during 2010 assuming that the highest level of performance conditions was achieved. Mr. Hatfield and Ms. Binion are excluded from the table below because they were not named executive officers in 2010.

(6)	Reflects the annual non-equity incentive bonuses earned during the applicable year.

(7)	Reflects the 401(k) Core and Company Match contributions in All Other Compensation columns for 2012 and 2010.

(8)	The following table reflects the items that are included in the All Other Compensation column for 2011.

(a)	Reflects the value of the acceleration of vesting of option awards in connection with the Merger, calculated based on the number of unvested option awards outstanding on January 13, 2011, the closing date of the Merger, multiplied by $31.00, the per share Merger consideration.

(b)	Reflects the value of the acceleration of vesting of option awards in connection with the Merger, calculated based on the number of unvested option awards outstanding on January 13, 2011, the closing date of the Merger, multiplied by the difference between $31.00, the per share merger consideration, and the applicable exercise price of the option award.

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(1)	Represents potential threshold, target and maximum payout opportunities under the annual incentive plan excluding strategic initiative multipliers. Actual amounts earned under the annual incentive plan are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)	Reflects option awards with performance-based vesting requirements.

(3)	Reflects option awards with service-based vesting requirements.

(4)	The exercise price is the fair market value of Holdings common stock on the grant date.

(5)	Reflects the grant date fair value of the option awards, determined in accordance with applicable share-based compensation accounting guidance. The assumptions used in the calculation of the grant date fair values of the option awards are included in Note 11 to our audited consolidated financial statements for the fiscal year ended December 31, 2012, included in our Form 10-K filed with the SEC.

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(1)	100,000 options vest on each of December 31, 2013, December 31, 2014, and December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(2)	60,000 options vest on each of December 31, 2013, December 31, 2014 and December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(3)	60,000 options vest on each of December 31, 2013, December 31, 2014, December 31, 2015 and December 31, 2016, provided that the executive remains in continuous service on each applicable vesting date.

(4)	20,000 options vest on each of December 31, 2013, December 31, 2014, and December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(5)

The options will become vested and exercisable in five equal and cumulative installments, provided that the executive remains in continuous service through the date that the Compensation Committee determines whether the respective EBITDA Targets or Cumulative EBITDA Targets have been met as follows: (i) an installment consisting of 5% of the options will become vested and exercisable on a date on or within 90 days following December 31 of each calendar year 2011 through 2015 if, as of such date, the Compensation Committee has determined that the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year; and (ii) if the EBITDA as of the end of any calendar year 2011 through 2015 is less than the applicable EBITDA Target with respect to such year, that portion of the options that was subject to vesting and exercisability pursuant to (i) above with respect to such year will become vested and exercisable on a date on or within 90 days following the first December 31 thereafter if, as of such date, the Compensation Committee has determined that (A) the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through such December 31.

(6)

The options will become vested and exercisable in five equal and cumulative installments, provided that the executive remains in continuous service through the date that the Compensation Committee determines whether the respective EBITDA Targets or Cumulative EBITDA Targets have been met as follows: (i) an installment consisting of 5% of the options will become vested and exercisable on a date on or within 90 days following December 31 of each calendar year 2012 through 2016 if, as of such date, the Compensation Committee has determined that the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year; and (ii) if the EBITDA as of the end of any calendar year 2012 through 2016 is less than the applicable EBITDA Target with respect to such year, that portion of the options that was subject to vesting and exercisability pursuant to (i) above with respect to such year will become vested and exercisable on a date on or within 90 days following the first December 31 thereafter if, as of such date, the Compensation Committee has determined that (A) the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through such December 31.

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•	if the date of termination occurs during the period beginning on May 3, 2011 and ending on December 30, 2011, 20% of the time-vesting option (15% of the option) will automatically become vested and exercisable

•	if the date of termination occurs during the period beginning on December 31, 2011 and ending on December 30, 2012, 40% of the time-vesting option (30% of the option) will automatically become vested and exercisable

•	if the date of termination occurs during the period beginning on December 31, 2012 and ending on December 30, 2013, 70% of the time-vesting option (52.5% of the option) will automatically become vested and exercisable

•	if the date of termination occurs during the period beginning on December 31, 2013 and ending on December 30, 2014, 90% of the time-vesting option (67.5% of the option) will automatically become vested and exercisable

•	if the date of termination occurs during the period beginning on December 31, 2014 and ending on December 30, 2015, 100% of the time-vesting option (75% of the option) will automatically become vested and exercisable

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(1)	Reflects the executive's base salary as of December 31, 2012 which amount would be payable in installments over one year.

(2)	Reflects 100% of the executive’s 2012 target bonus as of December 31, 2012, payable at such time as the bonus would have been paid absent the executive's termination of employment.

(3)	Represents an estimated value, based on current rates, for payment of the employee-portion of any COBRA premiums for 12 months.

(4)

Pursuant to the executive's employment agreements, if the executive's date of termination occurs during the period beginning on December 31, 2012 and ending on December 30, 2013, 70% of the time-vesting options (52.5% of the options) granted on April 6, 2011 and July 1, 2011, will automatically become vested and exercisable. In addition, upon the occurrence of a change in control, all of the executives' stock options automatically become vested and exercisable.

(5)	Pursuant to the executive's employment agreement, upon the occurrence of a change in control, all of the executives' stock options automatically become vested and exercisable.

(6)	Pursuant to the executive's stock option agreement, if the executive's employment is terminated within the 12-month period immediately following a change in control, all of the executives' stock options automatically become vested and exercisable.

(7)	For purposes of this calculation, the value of the unvested stock options is based on the difference between the fair market value of our common stock on December 31, 2012 ($11.50) and the exercise price of the unvested option.

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(1)	Reflects consulting fees paid to Mr. Holcombe pursuant to the terms of his consulting agreements with the Company.

(2)	Mr. Ranelli was eligible to receive $75,000 in cash fees. He elected to receive $37,500 in the form of shares of common stock of Holdings. Accordingly, he received 3,409 shares of common stock of Holdings.

ITEM  12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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*	Less than 1%

(1)	Carlyle Partners V, L.P., Carlyle Partners V-A, L.P., CP V Coinvestment A, L.P., CP V Coinvestment B, L.P. and Syniverse Coinvestment, L.P.

(2)	Includes 50,000 shares owned and 20,000 options vested.

(3)	Includes 100,000 shares owned, 6,000 options vested and 6,000 options vesting within 60 days of February 28, 2013.

(4)	Includes 10,000 shares owned, 6,000 options vested and 6,000 options vesting within 60 days of February 28, 2013.

(5)	Includes 20,409 shares owned, 6,000 options vested and 6,000 options vesting within 60 days of February 28, 2013.

(6)	Mr. Gordon also serves as a director of the Company. Includes 20,000 shares owned and 426,667 options vested.

(7)	Includes 320,000 options vested.

(8)	Includes 10,000 shares owned and 320,000 options vested.

(9)	Includes 80,000 options vested.

(10)	Includes 53,333 options vested.

(1)	2011 Equity Incentive Plan of Buccaneer Holdings, Inc. (“BHI Plan”).

(2)	Reflects options outstanding under the BHI Plan as of December 31, 2012. Excludes 338,409 shares purchased by certain members of management and the Board.

(3)	All of such shares are available for issuance pursuant to grants of full-value stock awards.

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ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)

Audit fees include fees for our fiscal year-end audit, review of financial statements included in our Form 10-Q Quarterly Reports, services related to the Merger for 2011 and also services related to the registration statement incurred in 2011 and services that are normally provided by the independent registered certified public accounting firm in connection with regulatory filings for those fiscal years.

(2)	Audit-related fees include fees for due diligence performed in connection with proposed acquisitions and internal control attestation services.

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(3)	Tax fees include fees for tax advice and tax planning services.

(4)	All other includes fees for the independent registered certified public accountants subscription-based research service in 2012 and 2011, and an operations-based consulting analysis in 2011.

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ITEM  15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(1)	Foreign currency translation adjustments are shown net of tax expense of $387 for the year ended December 31, 2012, net of tax benefit of ($98) and $0 for the periods January 13, 2011 through December 31, 2011 and January 1, 2011 through January 12, 2011, respectively and net of tax benefit of ($2,380) for the year ended December, 31, 2010.

(2)	Actuarial loss on defined benefit pension plan is shown net of tax benefit of ($521) for the year ended December 31, 2012, net of tax benefit of ($193) and $0 for the periods January 13, 2011 through December 31, 2011 and January 1, 2011 through January 12, 2011, respectively, and net of tax expense of $182 for the year ended December, 31, 2010.

(3)	Net change in fair value of interest rate swap is shown net of tax benefit of ($728) for the year ended December, 31, 2010.

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•	Network services primarily consist of our intelligent network products such as Signaling System 7 (“SS7”) solutions, interstandard roaming solutions, MDR, call setup and tear down, internet protocol (“IP”) platform solutions, Real-Time Intelligence (“RTI”) tools, database solutions and number portability services.

•

Signaling solutions provide cost effective connectivity to other networks, thereby avoiding the cost and complexity of managing individual network connections with multiple operators and facilitate the signaling requirements for call delivery and SMS delivery when roaming on Global System for Mobile Communication (“GSM”) and Code Division Multiple Access (“CDMA”) Networks around the world. We have recently enhanced this platform to address interoperability for 4G devices to enable effective, real-time communication between devices on 4G networks and devices on networks that utilize other technology. For example, this platform now supports communication between 4G and 3G networks. Signaling solutions services are primarily billed through per-transaction fees, based on the number of validation, authorization and other call processing messages generated by wireless subscribers.

•

Interstandard roaming solutions and MDR services enable CDMA roaming. Interstandard roaming solutions allow certain CDMA handsets to roam on GSM networks. Revenues for these services are based on the duration of use, number and size of data/messaging records provided to us by our customers for aggregation, translation and distribution among operators. MDR services allow CDMA data devices to roam on other CDMA operator networks. MDR generates revenue based on the size of data/messaging records processed.

•	Call setup and tear down involves the process of retrieving, processing and routing information in order for a call to transpire. Revenue for this service is generated on a per-transaction basis.

•

IP platform solutions enable operators a means of secure transport of roaming, messaging, interworking packet exchange (“IPX”) and signaling traffic to consolidate global network connections via one network for all traffic types. These services optimize streams of data delivered to mobile devices accelerating download speeds and relieving network load by reducing the volume of data being exchanged between our customer’s networks. Revenue for these services is primarily based on fixed monthly charges.

•	RTI tools analyze the real and near real time traffic data being processed through our platforms and networks to provide multiple use cases that enable our customers to more effectively manage their subscriber’s quality of experience (“QoE”) and satisfaction. Revenue for these services is generated primarily through transaction-based fees.

•	Database solutions enable caller ID on various technology platforms provided to subscriber devices and intelligent network-based queries to support accurate call routing. Revenue for these services is based on per-subscriber or per-transaction fees.

•	Number portability services allow subscribers to retain their phone numbers when changing mobile service providers. These services primarily generate revenue based on per-transaction processing fees, monthly fixed fees, and fees for customer implementations.

•	Messaging services primarily consist of SMS and MMS services. Revenue for these services are generated on a per-transaction basis, and vary based on the number of messaging records provided to us by our customers for aggregation, translation and distribution among operators.

•

Roaming services primarily consist of roaming, data and financial clearing house services which principally generate revenues on a per-transaction basis. For our roaming clearing house and DataNet services, revenues are based on the number of records provided to us by our customers for aggregation, translation and distribution among operators. We recognize revenues at the time the transactions are processed. For our financial clearing house and settlement services, revenues are based on the number of invoices or roaming agreements managed on the customer’s behalf.

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Other services include turnkey solutions with multiple product and service elements which may include software and third-party hardware products, installation services, post-contract customer support and training. In those cases, we recognize revenue attributable to an element in a customer arrangement when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.

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•	investment funds affiliated with Carlyle and certain co-investors capitalized Holdings with an aggregate equity contribution of $1,200,000;

•

Merger Sub, a wholly owned subsidiary of Holdings formed solely for the purpose of completing the Merger, issued $475,000 aggregate principal amount of 9.125% senior unsecured notes due 2019 (the "Senior Notes") and entered into senior secured credit facilities (our “Old Senior Credit Facility”) consisting of (1) a senior secured term loan facility of $1,025,000, which was issued with an original issue discount of $10,250 and (2) a senior secured revolving credit facility with commitments of $150,000;

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•	the merger of Merger Sub with and into Syniverse, Inc. with Syniverse, Inc. surviving such merger, became effective;

•

at the effective time of the Merger, each share of Syniverse, Inc.’s common stock issued and outstanding, including any shares to be issued upon the automatic exercise of any options outstanding under our 2006 Employee Stock Purchase Plan, immediately prior to the effective time of the Merger were automatically canceled and converted into the right to receive $31.00 per share in cash, without interest, less applicable withholding tax;

•	at the effective time of the Merger, each outstanding and unexercised option to purchase shares of Syniverse, Inc.’s common stock, whether or not then vested, were canceled 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;

•	at the effective time of the Merger, each outstanding restricted stock award granted under Syniverse, Inc.’s 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;

•	the Company’s then existing 7 3/4% senior subordinated notes due 2013 were satisfied and discharged and certain indebtedness of the Company’s was repaid, including its existing credit facilities;

•	approximately $158,284 of fees and expenses were incurred related to the foregoing, which included $4,313 of costs recorded in the fourth quarter of 2010, capitalized financing costs of $56,000, interest costs of $10,219 relating to the existing debt repayment and discharge and an unused bridge loan financing cost; and

•

at the effective time of the Merger, the Company entered into a consulting agreement with Carlyle, a related party, for advisory, consulting and other services which are provided to us and our subsidiaries. For the period from January 13, 2011 through December 31, 2011, we recorded $2,883 associated with the annual consulting fee within general and administrative expenses. During the same period we paid to Carlyle a one-time transaction fee and related expenses associated with the Transactions, of which $20,507 was recorded in Merger expenses and $11,042 was included in the capitalized financing costs noted above.

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•	the weighted-average fair value per share of stock options granted to employees was $6.06 and $5.66, respectively;

•	the total intrinsic value of stock options exercised was $0.1 million and $0, respectively; and

•	the total fair value of stock options that vested during the period was $9,067 and $6,226, respectively.

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•	the weighted-average fair value per share of stock options granted to employees was $9.41;

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•	the total intrinsic value of stock options exercised was $4,428; and

•	the total fair value of stock options that vested during the periods was $4,456.

•	the weighted-average fair value per share of restricted stock granted to employees was $18.30;

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•	the total intrinsic value of restricted stock vested during the periods was $3,247; and

•	the total fair value of restricted stock vested during the periods was $2,398.

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•	the consummation of the Acquisition substantially concurrently with the initial funding under the Acquisition Facilities in accordance with the terms of the Purchase Agreement without giving effect to any modification, amendment, consent or waiver material and adverse to the lenders without the consent of the Commitment Parties;

•	the accuracy of certain major representations, as described in the Commitment Letter;

•	the absence of certain major events of default, as described in the Commitment Letter;

•	the consummation of the Refinancing substantially concurrently with the initial funding under the Acquisition Facilities;

•	the delivery of financial statements and certain marketing materials, as described in the Commitment Letter;

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•	the execution and delivery of definitive loan documentation for the Facilities, including receipt of documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules; and

•	the payment of fees and expenses in connection with the Acquisition Facilities.

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•	the consummation of the Acquisition substantially concurrently with the initial funding under the Delayed Draw Facility in accordance with the terms of the Purchase Agreement without giving effect to any modification, amendment, consent or waiver material and adverse to the lenders without the consent of the commitment parties;

•	the accuracy of certain major representations, as described in the Delayed Draw Credit Agreement;

•	the absence of certain major events of default, as described in the Delayed Draw Credit Agreement;

•	the consummation of the Refinancing (as defined above) substantially concurrently with the initial borrowing under the Delayed Draw Facility;

•	the delivery of financial statements, as described in the Delayed Draw Credit Agreement;

•	the execution and delivery of guarantees and security documentation for the Delayed Draw Credit Facility, including receipt of documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules; and

•	the payment of fees and expenses in connection with the Facilities.

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(1)	Recognition of additional valuation allowances.

(2)	Reduction related to partial reversal of valuation allowance.

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(1)	Incorporated by reference from to the Registrants’ Registration Statement on Form S-4 (Registration No. 333-176382) filed by the Company and the co-registrants named therein on August 18, 2011.

(2)	Incorporated by reference from Current Report on Form 8-K filed by Syniverse Holdings, Inc. on January 10, 2006.

(3)	Incorporated by reference from Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed by Syniverse Holdings, Inc. on February 27, 2009 .

(4)	Incorporated by reference to the Current Report on Form 8-K filed by the Company on April 26, 2012.

(5)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on August 8, 2012.

*	Filed herewith

**	Furnished herewith

***

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed part of a registration statement, prospectus or other document filed under Sections 11 or 12 of the Securities Act, except as shall be expressly set forth by specific reference in such filings, and otherwise subject to liability under these sections.

#	Management contract or compensatory plan or arrangement