Thryv Holdings Files 8-K on Material Agreement

TL;DR

Thryv Holdings just dropped an 8-K about a big new deal. Watch this space.

AI Summary

On October 29, 2024, Thryv Holdings, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers results of operations and financial condition, along with Regulation FD disclosures and financial statements. The company, formerly known as DEX MEDIA, INC. and NEWDEX, INC., is incorporated in Delaware and headquartered in D/FW Airport, TX.

Why It Matters

This filing indicates a significant new agreement for Thryv Holdings, Inc., which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

• 001-35895 — SEC File Number (Identifies the company's filing history with the SEC.)
• 13-2740040 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Thryv Holdings, Inc. (company) — Registrant
• DEX MEDIA, INC. (company) — Former company name
• NEWDEX, INC. (company) — Former company name
• October 29, 2024 (date) — Date of earliest event reported
• 2200 West Airfield Drive (location) — Principal Executive Offices Address
• D/FW Airport, TX (location) — Principal Executive Offices City and State

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value THRY The Nasdaq Stock Mar
• $80 million — Merger Agreement, the Company will pay $80 million in cash for Keap, subject to customary
• $75.0 million — of the offer and sale by the Company of $75.0 million of shares (the "Offering") of the Compa
• $83.1 million — ecorded a non-cash impairment charge of $83.1 million during the third quarter 2024, fully re

Filing Documents

• ny20037751x2_8k.htm (8-K) — 30KB
• ny20037751x2_ex99-1.htm (EX-99.1) — 152KB
• ny20037751x2_ex99-2.htm (EX-99.2) — 10KB
• ny20037751x2_ex99-1logo.jpg (GRAPHIC) — 100KB
• 0001140361-24-044536.txt ( ) — 486KB
• thry-20241029.xsd (EX-101.SCH) — 4KB
• thry-20241029_lab.xml (EX-101.LAB) — 21KB
• thry-20241029_pre.xml (EX-101.PRE) — 16KB
• ny20037751x2_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 29, 2024, Thryv Holdings, Inc. (the "Company") entered into a definitive merger agreement (the "Keap Merger Agreement") to acquire all of the outstanding capital stock of Infusion Software, Inc. d/b/a Keap ("Keap" and the acquisition of Keap, the "Keap Acquisition"). Pursuant to the terms of the Keap Merger Agreement, the Company will pay $80 million in cash for Keap, subject to customary adjustments. The Company expects to finance a portion of the purchase price with the net proceeds of the Offering (as defined below). The Keap Merger Agreement contains customary representations and warranties and covenants, provides for representation and warranty insurance and is conditions, including the receipt of net proceeds in the Offering.

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On October 29, 2024, Company issued a press release containing the Company's preliminary unaudited financial results for the three months ended September 30, 2024. These preliminary financial results are unaudited, based on currently available information and do not present all necessary information for a complete understanding of the Company's financial condition as of September 30, 2024, or its results of operations for the quarter ended September 30, 2024. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in Item 2.02 and Exhibit 99.1 of this Current Report is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Exhibit 99.1 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Equity Offering On October 29, 2024, the Company issued a press release announcing the commencement of the offer and sale by the Company of $75.0 million of shares (the "Offering") of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Company expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering. A copy of the Company's press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. Non-Cash Impairment Charge Based on the initial success of client conversions from the Company's digital Marketing Services solutions to SaaS solutions, the Company made a strategic decision during the third quarter of 2024 to terminate its Marketing Services solutions by the end of 2028. This strategic decision resulted in an accelerated decline in estimated future cash flows from the Company's Marketing Services business, and the Company concluded that a triggering event had occurred in its Thryv Marketing Services reporting unit during the third quarter of 2024. As a result, the Company recorded a non-cash impairment charge of $83.1 million during the third quarter 2024, fully reducing goodwill in the Thryv Marketing Services reporting unit to zero. Regulatory Matter On October 17, 2024, the Company received a subpoena from the Division of Enforcement of the SEC requesting documents and information related to the Company's previously publicly announced strategic conversion of its clients from its digital marketing services solutions platform to its SaaS solutions platform (the "Subpoena"). The Company is cooperating fully. The SEC noted that the investigation is a fact-finding inquiry and does not mean that it has concluded that anyone has violated the law nor that the SEC has a negative opinion of any person, entity or security. The information in Item 7.01 and Exhibit 9

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 99.1 Press release, dated October 29, 2024, issued by Thryv Holdings, Inc. 99.2 Press release, dated October 29, 2024, issued by Thryv Holdings, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. THRYV HOLDINGS, INC. Date: October 29, 2024 By: /s/ Paul D. Rouse Name: Paul D. Rouse Title: Chief Financial Officer, Executive Vice President and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR