M&A - Rumble Inc.

Form Type: SCHEDULE 13D

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925010616

Filing Summary: On February 7, 2025, Tether Investments, S.A. de C.V. purchased 103,333,333 shares of Class A Common Stock of Rumble Inc. under a Transaction Agreement signed on December 20, 2024. This acquisition represents 32.6% of the outstanding shares, calculated based on a total of 317,320,706 shares. The cash used for this purchase came from the Reporting Persons' working capital. Additionally, there are provisions in the Transaction Agreement prohibiting the Reporting Persons from designating any members of the board of directors or engaging in solicitation of proxies for one year after the acquisition. The Reporting Persons also agreed to transfer restrictions regarding their shares until their ownership drops below 9.9%. Following the acquisition, a Registration Rights Agreement was established to ensure the Reporting Persons can register the resale of their shares, enhancing their marketability.

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Form Type: DEF 14C

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025002722

Filing Summary: On January 10, 2025, Rumble Inc. provided an Information Statement detailing a corporate action taken on December 20, 2024, where Christopher Pavlovski, the Majority Stockholder, approved a Transaction Agreement with Tether Investments Limited. This agreement involves a strategic investment of $775 million from Tether, consisting of 103,333,333 newly issued shares of Rumble's Class A common stock at a price of $7.50 per share. The funds from this investment will be used for growth initiatives and to fund a self-tender offer for up to 70,000,000 shares at the same purchase price. The document explains that existing stockholders will experience dilution from this stock issuance. The transaction will maintain the current Board's structure without Tether controlling any Board positions and includes conditions like standstill provisions for Tether for one year after closing. Consent from other stockholders was not sought due to majority approval by the Majority Stockholder.

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Form Type: PRE 14C

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001782

Filing Summary: Rumble Inc. has filed a Preliminary Information Statement informing its stockholders of a corporate action approved by the Majority Stockholder, Christopher Pavlovski, on December 20, 2024. The Majority Stockholder, holding at least 88% of the voting power, consented in writing to the issuance of new shares of Class A common stock to Tether Investments Limited as part of a strategic investment totaling $775 million, comprising 103,333,333 shares at $7.50 each. This investment aims to support various business initiatives including growth strategies and a self-tender offer to repurchase shares up to 70 million at the same price. Notably, supporting stockholders, including several executive officers, have committed to tender shares in this offer. Post-transaction, Tether's involvement will not alter Rumble's governance structure or voting control. There will be an impact on the existing stockholders' ownership due to shares dilution, with concerns regarding control dynamics and share availability in the market. The document also clarifies no votes or actions from stockholders are solicited, in accordance with Delaware corporate law. The effective date for this plan is set for 20 days following the mailing of this document to registered stockholders.

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Form Type: PRER14C

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001955

Filing Summary: On December 20, 2024, Rumble Inc. approved a strategic investment by Tether Investments Limited (Tether) amounting to $775 million, consisting of 103,333,333 newly issued shares of Class A common stock at a price of $7.50 per share. This action was taken by the Majority Stockholder, Christopher Pavlovski, through written consent, and complies with Nasdaq Rule 5635. The investment will support growth initiatives, with $250 million earmarked for this purpose. Additionally, Rumble plans to use remaining proceeds to fund a self tender offer of up to 70 million shares at the same price. The majority of existing stockholders have agreed to tender shares in the offer, with Pavlovski committing to 10 million shares. After the investment, Rumble's governance structure remains unchanged, with Tether acquiring no board representation or veto rights. The transaction is described as having a dilutive effect on existing stockholders, potentially impacting voting power and market price due to the increase in total shares.

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Form Type: PRE 14C

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024114051

Filing Summary: On December 20, 2024, Christopher Pavlovski, the Majority Stockholder of Rumble Inc., approved, via written consent, the issuance of shares of Class A common stock to Tether Investments Limited as part of a strategic investment amounting to $775 million for 103,333,333 shares at a price of $7.50 each. This transaction, detailed in the Transaction Agreement, denotes Tether's intent to explore advertising and crypto payment solutions with Rumble. The acquisition method allows the Majority Stockholder to bypass a meeting for approvals, leveraging their sufficiency of voting power, effectively authorizing the action without wider stockholder consent. Following the transaction, Rumble will simultaneously commence a self-tender offer to buy back up to 70 million shares at the same price of $7.50 per share. The investment is seen as having a net dilutive effect on existing stockholders, reducing their ownership percentages while injecting significant funds for growth initiatives. Tether will not gain control over Rumble's governance post-acquisition; provisions limit its ability to oust or designate board members, thereby ensuring the existing leadership remains intact.

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Form Type: SC TO-C

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024111298

Filing Summary: On December 20, 2024, Rumble Inc. announced it entered into a definitive agreement with Tether Investments Limited for a strategic investment. This collaboration could lead to potential benefits in areas such as increased advertising revenue, cloud revenue, and the possibility of expanding into cryptocurrency payments. The company indicated that this investment is part of its broader business strategy and that there are various risks associated with the transaction, including uncertainties regarding timing, potential competing offers, and stockholder litigation risks. The company emphasized its forward-looking statements regarding the anticipated outcomes of the agreement.

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