Outbrain Inc. Reports Material Agreement Changes

TL;DR

Outbrain terminated and entered new material agreements on Sept 18th. Details to follow.

AI Summary

Outbrain Inc. filed an 8-K on September 23, 2024, reporting events that occurred on September 18, 2024. The filing indicates the entry into and termination of material definitive agreements, along with other events and financial statements/exhibits. Specific details regarding the nature of these agreements and events are not provided in this excerpt.

Why It Matters

This filing signals significant changes in Outbrain's contractual relationships, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The termination and entry into material definitive agreements suggest potential shifts in business strategy or partnerships that could carry financial implications.

Key Players & Entities

• Outbrain Inc. (company) — Registrant
• September 18, 2024 (date) — Date of earliest event reported
• September 23, 2024 (date) — Date of Report
• 111 West 19th Street New York, NY 10011 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share OB The Nasdaq Stock Market LL
• $118 million — ies, L.L.C. (" Baupost ") to repurchase $118 million in aggregate principal amount of the Co
• $109.74 m — s ") for consideration of approximately $109.74 million, inclusive of accrued and unpaid
• $236 million — ompany had originally issued to Baupost $236 million in aggregate principal amount of Notes

Filing Documents

• outbrain-20240918.htm (8-K) — 29KB
• pressreleasedated9-23x24.htm (EX-99.1) — 14KB
• image_0a.jpg (GRAPHIC) — 21KB
• 0001454938-24-000179.txt ( ) — 201KB
• outbrain-20240918.xsd (EX-101.SCH) — 2KB
• outbrain-20240918_lab.xml (EX-101.LAB) — 22KB
• outbrain-20240918_pre.xml (EX-101.PRE) — 13KB
• outbrain-20240918_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On September 18, 2024, Outbrain Inc. (the " Company ") entered into a privately-negotiated Note Repurchase Agreement (the " Agreement ") with Baupost Group Securities, L.L.C. (" Baupost ") to repurchase $118 million in aggregate principal amount of the Company's 2.95% Convertible Senior Notes due 2026 (the " Notes ") for consideration of approximately $109.74 million, inclusive of accrued and unpaid interest to but not including the closing date of September 19, 2024. This translates to an effective discount of 7.5% of the principal amount of the repurchased notes. The Company had originally issued to Baupost $236 million in aggregate principal amount of Notes pursuant to an Indenture dated as of July 27, 2021, between the Company and The Bank of New York Mellon, as trustee (the "Trustee"). On April 14, 2023, the Company repurchased from Baupost $118 million in aggregate principal amount of the Notes then outstanding. On September 19, 2024, the repurchase described in the paragraph above was completed (the "Repurchase") and the repurchased notes were cancelled by the Trustee, at the instruction of the Company. After such closing, as a result of such Repurchase and cancellation, there are no Notes that remain outstanding under the Indenture.

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement Following the Repurchase and cancellation of the repurchased notes, on September 19, 2024, the Company elected to satisfy and discharge the Indenture governing the Notes in accordance with its terms and the Trustee acknowledged the satisfaction and discharge of the Indenture. As a result of the satisfaction and discharge of the Indenture governing the Notes, the Company has been released from its remaining obligations under the Indenture governing the Notes. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any securities of the Company.

01 Other Events

Item 8.01 Other Events On September 23, 2024, the Company issued a press release announcing the Repurchase, a copy of which is attached as Exhibit 99.1 hereto. Information furnished under this Item 8.01, including Exhibit 99.1, 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 that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release, dated September 23 , 2024, announcing the completion of the Repurchase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. OUTBRAIN INC. Date: September 23, 2024 By: /s/ David Kostman Name: David Kostman Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR