Turtle Beach Corp. Files 8-K with Acquisition, Financing, and Officer Changes

Ticker: TBCH · Form: 8-K · Filed: Mar 18, 2024 · CIK: 1493761

Turtle Beach Corp 8-K Filing Summary
FieldDetail
CompanyTurtle Beach Corp (TBCH)
Form Type8-K
Filed DateMar 18, 2024
Risk Levelmedium
Pages12
Reading Time14 min
Key Dollar Amounts$0.001, $118 m, $79.9 million, $50 million, $15,000,000
Sentimentneutral

Sentiment: neutral

Topics: acquisition, financing, equity-sale, corporate-governance

TL;DR

TBH filed an 8-K detailing an acquisition, new debt, equity sales, and exec changes. Big moves happening.

AI Summary

On March 12, 2024, Turtle Beach Corp. entered into a material definitive agreement related to the completion of an acquisition. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, there were material modifications to the rights of security holders and updates regarding the departure of directors or officers, election of directors, and compensatory arrangements.

Why It Matters

This filing indicates significant corporate actions including an acquisition, new financial obligations, and potential changes in leadership or compensation, which could impact the company's future strategy and financial health.

Risk Assessment

Risk Level: medium — The filing involves multiple significant events including acquisitions, financial obligations, and equity sales, which inherently carry a medium level of risk and require further investigation.

Key Players & Entities

  • Turtle Beach Corp. (company) — Filer of the 8-K
  • 0001493761 (company) — Central Index Key for Turtle Beach Corp.
  • NV (company) — State of Incorporation for Turtle Beach Corp.
  • Parametric Sound Corp (company) — Former company name for Turtle Beach Corp.

FAQ

What was the nature of the material definitive agreement entered into by Turtle Beach Corp. on March 12, 2024?

The filing indicates the agreement is related to the completion of an acquisition or disposition of assets.

What type of financial obligation was created by Turtle Beach Corp. as disclosed in the 8-K?

The company disclosed the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Were there any unregistered sales of equity securities by Turtle Beach Corp.?

Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of disclosure.

What other significant changes are mentioned in the filing besides financial and acquisition-related items?

The filing also mentions 'Material Modifications to Rights of Security Holders' and 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers'.

What is the filing date and the period of report for this 8-K filing?

The filing date is March 18, 2024, and the conformed period of report is March 12, 2024.

Filing Stats: 3,572 words · 14 min read · ~12 pages · Grade level 11.6 · Accepted 2024-03-18 17:11:07

Key Financial Figures

  • $0.001 — ich registered Common Stock, par value $0.001 HEAR The Nasdaq Global Market Chec
  • $118 m — AR ("PDP"), for consideration valued at $118 million, structured as a merger between a
  • $79.9 million — Stock Consideration") and approximately $79.9 million in cash, subject to customary post-clos
  • $50 million — loan to VTB in the aggregate amount of $50 million (the "Term Loan Facility"), the proceed
  • $15,000,000 — defined in the Fourth Amendment), (ii) $15,000,000, and (iii) 30% of the aggregate Revolve
  • $475,000 — n will receive an annual base salary of $475,000 and will be eligible to earn an annual
  • $1,050,000 — a grant date fair market value equal to $1,050,000, which will vest subject to the attainm
  • $450,000 — s with a grant date fair value equal to $450,000, which will vest subject to a four (4)-

Filing Documents

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this item is included in Item 1.01 above and incorporated by reference herein.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosure required by this item is included in Item 5.03 below and incorporated by reference herein. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 13, 2024, the Board appointed Cris Keirn, the Company's Interim Chief Executive Officer and principal executive officer, to serve as the Company's Chief Executive Officer and as a director on the Board to fill a vacancy on the Board, both effective immediately. Mr. Keirn will continue to serve as the Company's principal executive officer. Also on March 13, 2024, the Board increased the size of the Board from eight (8) to nine (9) members and appointed David Muscatel to serve as a director on the Board, effective immediately. Mr. Muscatel was designated by the Stockholders as their candidate to the serve on the Board pursuant to the Stockholder Agreement. Mr. Keirn, age 53, has served as the Company's Interim Chief Executive Officer and principal executive officer since July 1, 2023, and he previously served as the Company's Senior Vice-President, Global Sales since August 2016. As Senior Vice-President, Global Sales, Mr. Keirn oversaw the growth and development of the Company's headset business, was responsible for all consumer retail and sales account management and led the Company's sales operations, customer care and market analytics teams. Prior to serving as Senior Vice President, Global Sales, Mr. Keirn served as Vice-President of Business Planning and Strategy and other roles of the Company, from February 2013 to August 2016. Prior to joining the Company, Mr. Keirn held leadership positions over a 17-year span at Motorola across product management, operations, quality and customer relations. Mr. Keirn received a B.S. in Mechanical Engineering from Purdue University and a Masters Certificate in Project Management from Georg

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