Outbrain Inc. Enters Material Definitive Agreement

TL;DR

Outbrain signed a new deal, expect financial obligations.

AI Summary

On February 11, 2025, Outbrain Inc. filed an 8-K report detailing a material definitive agreement and a direct financial obligation. The filing indicates the company entered into a new agreement that creates a financial obligation for Outbrain Inc. Further details regarding the nature of the agreement and the specific financial obligation are not elaborated upon in the provided text.

Why It Matters

This filing signals a significant new contractual commitment or financial arrangement for Outbrain Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential financial commitments or changes that warrant closer examination.

Key Players & Entities

• Outbrain Inc. (company) — Registrant
• February 11, 2025 (date) — Date of earliest event reported
• 111 West 19th Street (location) — Principal executive offices address
• New York, NY (location) — Principal executive offices city and state
• 10011 (location) — Principal executive offices zip code
• (646) 867-0149 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share OB The Nasdaq Stock Marke
• $637.5 million — ed private offering (the "Offering") of $637.5 million aggregate principal amount of its 10.00

Filing Documents

• ny20037354x9_8k.htm (8-K) — 35KB
• ny20037354x9_ex4-1.htm (EX-4.1) — 1166KB
• ny20037354x9_ex99-1.htm (EX-99.1) — 6KB
• ny20037354x9_ex99-1img1.jpg (GRAPHIC) — 24KB
• 0001140361-25-003851.txt ( ) — 1620KB
• ob-20250211.xsd (EX-101.SCH) — 4KB
• ob-20250211_lab.xml (EX-101.LAB) — 22KB
• ob-20250211_pre.xml (EX-101.PRE) — 16KB
• ny20037354x9_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 11, 2025 (the "Closing Date"), OT Midco Inc. ("OT Midco"), a Delaware corporation and a wholly owned subsidiary of Outbrain Inc., a Delaware corporation ("Outbrain" or the "Company"), completed its previously announced private offering (the "Offering") of $637.5 million aggregate principal amount of its 10.000% Senior Secured Notes due 2030 (the "Notes"). The Notes were issued pursuant to an indenture dated as of February 11, 2025 (the "Indenture"), among OT Midco, Outbrain, U.S. Bank Trust Company, National Association, as trustee and security agent, and the guarantors named therein (the "Guarantors"). The proceeds from the Notes were used, together with cash on hand, to (i) repay in full and cancel the indebtedness incurred under the senior secured bridge facility (the "Bridge Facility"), including accrued and unpaid interest thereon (the "Bridge Facility Refinancing"), that was used to finance and pay costs related to Outbrain's acquisition of TEADS (the "Acquisition"), a private limited liability company (socit responsabilit limite) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Teads"), and (ii) pay fees and expenses incurred in connection with the Offering and the Bridge Facility Refinancing. The Notes and the related guarantees were offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will be guaranteed, jointly and severally on a secured, unsubordinated basis by Outbrain and each existing and future wholly-owned subsidiary of Outbrain that becomes a borrower, issuer or guarantor under Outbrain's super senior secured revolving credit facility. The Notes will be secured by a first-priority lien over (i) all or substantially all assets of OT Midc

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 11, 2025, the Company issued a press release announcing the closing of the Offering. The press release relating to the closing is attached as Exhibit 99.1 and is incorporated herein by reference. The information set forth in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1* Indenture, dated as of February 11, 2025, among Outbrain, OT Midco, the subsidiary guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and security agent. 4.2 Form of 10.000% Senior Secured Notes due 2030 (included in Exhibit 4.1). 99.1 Press Release, dated February 11, 2025, issued by Outbrain Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulations S-K, but will be furnished to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Outbrain has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. OUTBRAIN INC. Date: February 11, 2025 By: /s/ David Kostman Name: David Kostman Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR