Business Context and Reporting Period
This Form 8-K Current Report, dated October 7, 2024, covers Zeta Global Holdings Corp. (Zeta), a Delaware corporation. The filing primarily announces the entry into a definitive Merger Agreement to acquire LiveIntent, Inc., and re-affirms financial guidance for the quarter ended September 30, 2024.
Key Financial Metrics and Transaction Details
The filing details the financial structure of the proposed acquisition of LiveIntent, Inc. rather than reporting Zeta's standalone operational results for the period.
- Total Purchase Price: $250 million in aggregate consideration.
- Cash Consideration: $77.5 million, subject to customary adjustments and holdback arrangements.
- Stock Consideration: $172.5 million in Zeta Class A common stock.
- Stock Valuation Method: Based on the 30-day volume-weighted average sales price of Zeta stock prior to closing.
- Potential Earnout: Up to $75 million contingent on achieving specific performance targets.
The filing does not provide specific values for Zeta's revenue, profit, cash flow, margins, debt, or liquidity for the reporting period.
Material Changes
The primary material change is the strategic expansion through the acquisition of LiveIntent. Zeta has also re-affirmed its revenue and adjusted EBITDA guidance for the quarter ended September 30, 2024, though specific numerical guidance figures are not included in this text.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: Zeta intends to host a conference call to discuss the transaction. The company expects to issue stock consideration under exemptions from registration (Section 4(a)(2), Rule 506, and/or Regulation S).
Risks and Contingencies: The completion of the Merger Agreement is subject to several conditions, including:
- Regulatory approval of the acquisition.
- Satisfaction of other closing conditions.
- Potential business impact on LiveIntent following the announcement.
- General economic conditions.
Forward-looking statements regarding the transaction are subject to risks that could cause actual results to differ materially from expectations.
Investor Verification Checklist
- Verify the specific revenue and adjusted EBITDA guidance figures re-affirmed by management, as they are referenced but not detailed in this filing.
- Review the full Merger Agreement (Exhibit 99.1 or related filings) for detailed closing conditions and earnout performance targets.
- Monitor regulatory approval status for the acquisition of LiveIntent.
- Check the 30-day volume-weighted average price of Zeta stock to estimate the exact number of shares to be issued.
- Assess the impact of the $77.5 million cash outlay on Zeta's current liquidity position.