M&A - Outbrain Inc.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000095015725000456

Filing Summary: On June 3, 2025, Outbrain Inc. filed an 8-K report detailing the culmination of a series of supplemental indentures related to a significant acquisition. This acquisition involved Outbrain acquiring all of the issued equity interests of TEADS from Altice Teads S.A. The supplemental indentures include the Fifth Supplemental Indenture, which formally added several guarantors related to the financing of the acquisition. The previous indentures were established on May 30, 2025, and have been updated to include various international subsidiaries of Outbrain along with OT Midco Inc., which played a pivotal role in the private offering of senior secured notes to finance the acquisition. This entire process underscores Outbrain's strategic financial maneuvers to incorporate TEADS and further solidify its market position.

Form Type: 10-Q

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000145493825000071

Filing Summary: This quarterly report on Form 10-Q for Outbrain Inc. discusses the financial results for the first quarter ended March 31, 2025, outlining a significant acquisition of TEADS. The document provides detailed financial statements including condensed consolidated balance sheets, statements of operations, and comprehensive loss. Revenues for the quarter reached $286,357,000, an increase compared to $216,964,000 in the previous year. Control over cost structures was assessed, with traffic acquisition costs at $183,235,000. The company also outlined its strategic position in the market, the anticipated benefits from integrating TEADS, and various risks including market conditions and the evolving digital advertising landscape. Management aims to leverage operational synergies and ensures stakeholders about the continuous focus on innovation and customer engagement strategies amidst challenging external factors.

Form Type: DEF 14A

Filing Date: 2025-04-25

Corporate Action: Acquisition

Type: New

Accession Number: 000145493825000061

Filing Summary: Outbrain Inc. is holding its 2025 Annual Meeting of Stockholders on June 5, 2025, at 9:00 a.m. Eastern Time in a virtual-only format. The proxy statement details the matters to be voted on, including the election of three Class I directors and the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The nominees for Class I directors are Nithya B. Das, Kathryn Taneyhill Jhaveri, and Mark Zagorski, each expected to serve until the 2028 Annual Meeting. Additionally, the proxy materials will be made available online, encouraging stockholder participation. Notably, this document references the recent acquisition of TEADS, completed on February 3, 2025, indicating significant corporate developments leading up to the meeting.

Form Type: 10-K

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000145493825000020

Filing Summary: Outbrain Inc. has disclosed the completion of its acquisition of TEADS, a private limited liability company incorporated in Luxembourg. This strategic move aimed at enhancing Outbrain's business offerings and market presence is detailed in the annual report. The document outlines the financial implications of this acquisition, including its expected impact on future earnings and operational integration. The report also mentions other key aspects such as risk factors, management's discussion and analysis, and forward-looking statements regarding the combined entity's business prospects. The company reported a total of 93,940,410 shares of common stock outstanding as of February 28, 2025, with an approximate market value at $191.2 million.

Form Type: 8-K/A

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000145493825000012

Filing Summary: This document is an Amendment No. 1 to the Current Report on Form 8-K filed by Outbrain Inc. on February 3, 2025. The amendment provides updated financial statements and pro forma financial information regarding Outbrain's acquisition of TEADS from Altice Teads S.A. The original report disclosed the completion of the acquisition, and this amendment does not present any new updates aside from referencing the incorporated financial documents. Key incorporated documents include the audited consolidated financial statements of TEADS as of December 31 for the years 2023, 2022, and 2021, as well as interim financials as of September 30, 2024. Finally, pro forma financial details for Outbrain are included as of the same date, aiming to present an accurate portrayal of the company's financial status post-acquisition.

Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125003851

Filing Summary: On February 11, 2025, Outbrain Inc. completed a private offering of $637.5 million in 10.000% Senior Secured Notes due 2030 through its subsidiary OT Midco Inc. The proceeds were used to refinance existing debt related to Outbrain's acquisition of TEADS, covering the repayment of the senior secured bridge facility used to fund the acquisition. The Notes bear interest from the closing date and are secured by a first-priority lien over the assets of OT Midco, Outbrain, and certain subsidiaries. The Notes feature redemption options and are subject to various covenants limiting corporate financial activities. Additionally, the Company released a press announcement regarding the closing of the offering on the same date.

Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125003600

Filing Summary: On February 7, 2025, Outbrain Inc. announced the pricing of its subsidiary OT Midco Inc.'s private offering of $637.5 million in 10.000% senior secured notes due 2030, which was an increase from the initially planned $625.0 million. The notes will be guaranteed by Outbrain and its subsidiaries and secured by a first-priority lien over major assets. This offering is expected to close on February 11, 2025, and the proceeds will be used for refinancing a bridge facility that financed Outbrain's acquisition of Teads, a private limited liability company in Luxembourg. This acquisition and its related expenses are prioritized in the use of funds.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002802

Filing Summary: On February 3, 2025, Outbrain Inc. completed the acquisition of all issued and outstanding equity interests of TEADS from Altice Teads S.A. as previously announced. The acquisition was conducted under the terms of a Share Purchase Agreement which was amended before closing. The revised consideration for the acquisition included a cash payment of $625 million and the issuance of 43.75 million shares of Outbrain's common stock, eliminating the creation of Preferred Stock and a Deferred Payment originally planned. Outbrain also established a credit agreement to fund the acquisition, involving a $625 million bridge loan and a $100 million revolving credit facility, which may extend based on specific conditions. The company's restructuring plan, aimed at streamlining operations post-acquisition, anticipates charges of $20 million to $25 million, concentrated on workforce reductions. Preliminary financial results for Outbrain and TEADS for Q4 and fiscal year 2024 were announced, highlighting a projected revenue decrease due to lower ad impressions, though an increase in Ex-TAC Gross Profit and Adjusted EBITDA was expected. The combined entity targets significant cost synergies, estimating $65 million to $75 million of annual synergies by fiscal year 2026 as part of integration planning.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002909

Filing Summary: On February 3, 2025, Outbrain Inc. announced that its wholly owned subsidiary, OT Midco Inc., initiated a private offering of $625 million in senior secured notes due 2030. The proceeds will finance the repayment of a senior secured bridge facility used for acquiring Teads, a private limited liability company based in Luxembourg. The offering's notes will be backed by a first-priority lien over nearly all the assets of Outbrain and its subsidiaries, including those in multiple countries. Additionally, the report includes preliminary financial information and pro forma financial statements related to the acquisition, indicating the integration of Teads' operations into Outbrain's business strategy. The document highlights various forward-looking statements, detailing potential risks and uncertainties surrounding the acquisition and its effects on Outbrain's future operations and financial performance. It emphasizes the strategic goals of enhanced services and revenue growth from the acquisition of Teads, while cautioning about the inherent risks involved in such corporate maneuvers.