Outbrain, Altice, Teads amend share purchase agreement

Outbrain (OB), Altice (ATCEY) and Teads have amended the previously announced share purchase agreement, dated August 1, 2024. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900M, consisting of $625M upfront cash and 43.75M shares of common stock of Outbrain. Under the revised terms, there is no deferred cash payment or convertible preferred equity component. The revised terms have meaningfully reduced the level of required debt financing and simplified the transaction structure. Outbrain intends to finance the transaction with existing cash resources and $625M in committed debt financing from Goldman Sachs Bank USA, Jefferies Finance and Mizuho Bank, subject to customary funding conditions. Outbrain will also issue to Altice 43.75M shares of common stock. Altice will nominate two directors to the board of Outbrain and will be bound by a stockholder agreement with Outbrain containing arrangements and restrictions concerning voting and disposition of the shares issued to Altice.