Outbrain Inc. Files 8-K for Other Events

TL;DR

Outbrain filed an 8-K for 'Other Events' - details TBD.

AI Summary

On November 26, 2024, Outbrain Inc. filed an 8-K report to disclose other events. The filing does not contain specific details about the nature of these events, dollar amounts, or other parties involved.

Why It Matters

This filing indicates Outbrain Inc. has reported an event requiring immediate disclosure to the SEC, though the specifics are not yet detailed.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for 'Other Events' without immediate disclosed financial impact or significant corporate changes.

Key Players & Entities

• Outbrain Inc. (company) — Registrant
• November 26, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share OB The Nasdaq Stock Market LL
• $126 million — be generated by Teads of approximately $126 million and $210 million , as reflected in the
• $210 million — Teads of approximately $126 million and $210 million , as reflected in the Teads Forecasts W
• $27 million — levered free cash flow of approximately $27 million to be generated by Outbrain, as reflect
• $118 million — bt and debt-like items of approximately $118 million and added the amount of Outbrain's cash
• $3.16 — in a range of implied present values of $3.16 to $4.88 per share of Common Stock. d.
• $4.88 — e of implied present values of $3.16 to $4.88 per share of Common Stock. d. By amend
• $220 million — levered free cash flow of approximately $220 million to be generated by the combined company
• $775 million — bt and debt-like items of approximately $775 million for each of the fiscal years 2024 and 2
• $750 million — l years 2024 and 2025 and approximately $750 million for the fiscal year 2026 and the value
• $2.87 — in a range of implied present values of $2.87 to $10.56 per share of Combined Company
• $10.56 — e of implied present values of $2.87 to $10.56 per share of Combined Company Common St
• $10 million — ction with the Transaction, including a $10 million transaction fee upon consummation of th
• $5 million — redit toward such transaction fee up to $5 million of the fees that Outbrain expects to pa
• $14.5 million — Goldman Sachs a total of approximately $14.5 million in fees for such Transaction financing-

Filing Documents

• outbrain-20241126.htm (8-K) — 72KB
• 0001454938-24-000211.txt ( ) — 208KB
• outbrain-20241126.xsd (EX-101.SCH) — 2KB
• outbrain-20241126_lab.xml (EX-101.LAB) — 22KB
• outbrain-20241126_pre.xml (EX-101.PRE) — 13KB
• outbrain-20241126_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events Supplemental Disclosures As previously announced, on August 1, 2024, Outbrain Inc., a Delaware corporation (the "Company" or "Outbrain"), entered into a Share Purchase Agreement with Altice Teads S.A. ("Altice Teads"), a public limited liability company ( socit anonyme ) incorporated and existing under the laws of the Grand Duchy of Luxembourg, and Teads S.A., a public limited liability company ( socit anonyme ) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Teads"), pursuant to which Outbrain will acquire, directly and via certain of its subsidiaries, all of the issued and outstanding equity interests of Teads from Altice Teads, after which Teads will become a wholly owned subsidiary of Outbrain (the "Transaction"). On October 31, 2024, Outbrain filed a definitive proxy statement (the "Definitive Proxy Statement") with the Securities and Exchange Commission in connection with the Transaction. Between October 9, 2024 and November 25, 2024, Outbrain received eight demand letters (the "Letters") from purported stockholders of Outbrain alleging that the preliminary proxy statement filed by Outbrain on October 4, 2024 or the Definitive Proxy Statement, as applicable, contains disclosure deficiencies and fails to disclose and/or omits certain purportedly material information regarding the Transaction. In addition, on November 13, 2024 and November 14, 2024, respectively, two separate complaints were filed by purported stockholders of Outbrain in the Supreme Court of the State of New York, County of New York against the Company and its directors under the captions (i) Michael Kelly v. Outbrain Inc. et al. , Case No. 659023/2024, and (ii) John Miller v. Outbrain Inc. et al. , Case No. 659031/2024 (collectively, the "Complaints"). Each of the Complaints alleges, among other things, that the Definitive Proxy Statement is materially incomplete and/or misleading, and asserts claims of negligent misrepresentation and conce

View Full Filing

View this 8-K filing on SEC EDGAR