LiveRamp Files 8-K on Operations & Financial Condition

TL;DR

**LiveRamp just dropped an 8-K about its financials and other events, so expect news soon.**

AI Summary

LiveRamp Holdings, Inc. filed an 8-K on January 17, 2024, primarily to report on "Results of Operations and Financial Condition" and "Other Events." This filing indicates that the company is providing an update on its financial performance and other significant occurrences, likely ahead of a more detailed earnings report or investor communication. For investors, this matters because it signals that new financial information or material events are being disclosed, which could impact the stock's valuation and future outlook.

Why It Matters

This filing indicates LiveRamp is providing an update on its financial health and other key events, which could influence investor sentiment and stock price.

Risk Assessment

Risk Level: low — This 8-K is a procedural filing indicating an upcoming or concurrent disclosure of financial results and other events, not inherently a risk in itself.

Analyst Insight

A smart investor would monitor LiveRamp's news releases and subsequent filings closely for the specific details regarding the 'Results of Operations and Financial Condition' and 'Other Events' mentioned, as these will provide the actual substance impacting the company's valuation.

Key Players & Entities

• LiveRamp Holdings, Inc. (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of earliest event reported and filing date
• 001-38669 (other) — Commission File Number for LiveRamp Holdings, Inc.
• Delaware (other) — state of incorporation for LiveRamp Holdings, Inc.
• 225 Bush Street, Seventeenth Floor, San Francisco, CA 94104 (other) — principal executive offices address for LiveRamp Holdings, Inc.

Forward-Looking Statements

• LiveRamp Holdings, Inc. will release detailed financial results or an earnings report shortly after this 8-K filing. (LiveRamp Holdings, Inc.) — high confidence, target: 2024-01-31
• The 'Other Events' mentioned in the filing will include a significant corporate announcement, such as a new partnership or executive change. (LiveRamp Holdings, Inc.) — medium confidence, target: 2024-01-24

FAQ

Key Financial Figures

• $200 million — and warrants for the Merger will equal $200 million in the aggregate, subject to customary
• $15.8 million — an approximate grant date fair value of $15.8 million in the aggregate. The RSU Equity Awards

Filing Documents

• tm243478d1_8k.htm (8-K) — 39KB
• tm243478d1_ex99-1.htm (EX-99.1) — 52KB
• 0001104659-24-004503.txt ( ) — 277KB
• ramp-20240117.xsd (EX-101.SCH) — 3KB
• ramp-20240117_lab.xml (EX-101.LAB) — 33KB
• ramp-20240117_pre.xml (EX-101.PRE) — 22KB
• tm243478d1_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On January 17, 2024, LiveRamp Holdings, Inc. (the "Company") issued a press release announcing the preliminary results of its financial performance for its third quarter ended December 31, 2023. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The information contained in this Item 2.02, including the exhibit attached hereto, is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

01 Other Events

Item 8.01 Other Events. On January 17, 2024, the Company and LiveRamp, Inc. ("LiveRamp"), a Delaware corporation and wholly-owned subsidiary of the Company, announced its entry into a merger agreement (the "Merger Agreement") with Habu, Inc., a Delaware corporation ("Habu"), and Supersonic Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LiveRamp ("Merger Sub"). On the terms and subject to the conditions set forth in the Merger Agreement and subject to the applicable provisions of the Delaware General Corporation Law, Merger Sub will be merged with and into Habu (the "Merger"), and Habu will continue as the surviving corporation and become a wholly-owned subsidiary of the Company. Under the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of capital stock of Habu (excluding cancelled shares and dissenting shares) will be cancelled and converted into the right to receive the applicable per share merger consideration (the "Per Share Consideration"). The aggregate purchase price for outstanding Habu shares, stock options and warrants for the Merger will equal $200 million in the aggregate, subject to customary purchase price adjustments set forth in the Merger Agreement. Consideration for the shares of Habu capital stock will be paid in cash, and consideration for Habu options and warrants will be as described below. Effective upon consummation of the Merger, Habu stock options that are held by any current or former employee and any current or former consultant, independent contractor or non-employee director of Habu and any warrants to acquire shares of capital stock of Habu will be cancelled and converted into the right to receive an amount in cash, for each share subject to the option or warrant, equal to the Per Share Consideration over the option's exercise price (the "Non-Assumed Options and Warrants"). Unvested Habu stock options, that are held by continuing employees and continuing consultants, i

Forward Looking Statements

Forward Looking Statements This Item 8.01 contains forward-looking statements about the Company's closing, integration and expected benefits of the acquisition of Habu. These statements, which are not statements of historical fact, are based on management's current estimates, assumptions, projections and/or expectations and are subject to certain risks, uncertainties and other factors, some of which are beyond the Company's control and are difficult to predict, including, but not limited to, risks that the agreements regarding the Habu acquisition may be modified or terminated prior to closing or that conditions to the acquisition may not be satisfied and the possibility that we fail to fully realize the potential benefits of or have difficult integrating Habu. These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company's actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements. The forward-looking statements contained in this Form 8-K are also subject to other risks and uncertainties, including the risk factors detailed in the Company's Annual Report on Form 10-K for the period ended March 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023 and September 30, 2023, and those described from time to time in other filings, periodic reports and registration Stockholders of the Company are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. The Company does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this filing, or to reflect the occurrence of unanticipated events.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release of the Company dated January 17, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIVERAMP HOLDINGS, INC. By: /s/ Jerry C. Jones Jerry C. Jones Executive Vice President, Chief Ethics and Legal Officer & Secretary Date: January 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR