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Share Name | Share Symbol | Market | Type |
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Thryv Holdings Inc | NASDAQ:THRY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-2.62 | -10.84% | 21.55 | 21.30 | 22.89 | 24.57 | 21.49 | 24.57 | 590,117 | 23:01:47 |
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Per Share
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Total
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Public offering price
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$23.500
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$99,603,011.00
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Underwriting discounts and commissions(1)
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$0.705
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$2,988,090.33
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Proceeds, before expenses, to the selling stockholders
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$22.795
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$96,614,920.67
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(1)
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See “Underwriting” for additional information regarding underwriting discounts and commissions and estimated offering expenses.
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William Blair
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Needham & Company
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CJS Securities
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significant competition for our Marketing Services solutions and SaaS offerings which include companies who use components of our SaaS offerings provided by third parties;
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our potential inability to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;
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our potential failure to manage our growth effectively;
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our potential failure to successfully expand our current offerings into new markets or further penetrate existing markets;
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our clients potentially opting not to renew their agreements with us or renewing at lower spend;
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our potential failure to maintain profitability;
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our potential failure to provide new or enhanced functionality and features;
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our potential failure to identify and acquire suitable acquisition candidates;
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internet search engines and portals potentially terminating or materially altering their agreements with us;
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our reliance on third-party service providers for many aspects of our business and our potential inability to maintain our strategic relationships with such third-party service providers;
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our, or our third-party providers' potential inability to keep pace with rapid technological changes and evolving industry standards;
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our potential failure to maintain the compatibility of our Thryv platform with third-party applications;
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the effect of the COVID-19 pandemic on our business, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;
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our inability to recover should we experience a disaster or other business-continuity problems;
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the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees;
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the potential impact of future labor negotiations;
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our potential failure to comply with applicable privacy, security and data laws, regulations and standards;
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potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;
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potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information or our client information;
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our potential failure to protect our intellectual property rights, proprietary technology, information, processes, and know-how;
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litigation and regulatory investigations aimed at us or resulting from our actions or the actions of our predecessors;
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adverse tax laws or regulations or potential changes to existing tax laws or regulations;
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our potential failure to meet service level commitments under our client contracts;
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our potential failure to offer high-quality or technical support services;
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aging software and hardware infrastructure;
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our, or our third-party service providers' failure to manage our technical operations infrastructure;
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our Thryv platform and add-ons potential failure to perform properly;
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our outstanding indebtedness and our potential inability to generate sufficient cash-flows to meet our debt service obligations;
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the potential restriction of our future operations by restrictive covenants in the agreements governing our Senior Credit Facilities (as defined below);
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uncertainty related to the London interbank offered rate (“LIBOR”) and the potential discontinuation of LIBOR in the future;
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volatility and weakness in bank and capital markets;
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potential volatility in the public price of our shares of common stock or the failure of an active, liquid, and orderly market for our shares of common stock to be sustained;
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costs, obligations and liabilities incurred as a result of and in connection with being a public company; and
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the other factors set forth under the heading “Risk Factors” in the 2020 10-K and First Quarter 10-Q, incorporated by reference herein, as well as other risk factors described under the heading “Risk Factors” in any applicable prospectus supplement.
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Verticalized Platform. Thryv’s platform has been verticalized by industry to be a more powerful tool for SMBs through pre-set and tailored specifications, terminology and workflow most relevant to the needs of our clients. For instance, a lawyer can organize multiple cases for the same client, or a contractor can list several home-improvement jobs for the same homeowner. Tailoring the software around key vertical segments reduces friction at the point of sale, simplifies onboarding and allows the user to work smarter every day. The verticalization is integrated throughout the entire backend of Thryv’s end-to-end platform. Therefore, the verbiage, fields, tracking, services offered, labels, dropdown options, marketing campaign libraries, and all aspects of our Thryv platform are pre-configured and tailored for each industry. Thryv currently supports over 20 different industries.
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ThryvPay. We recently launched ThryvPay, our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service businesses that want to provide consumers safe, contactless, and fast online payment options. Less than six months after its initial launch, ThryvPay has exceeded $15 million in total payment volume with more than 30,000 transactions completed. Answering the need for a safe, contactless payments option designed for service-based businesses, ThryvPay offers competitive flat-rate processing fees and access to ACH payments, which not only saves business owners money, but provides peace of mind. It also allows users to schedule payments for ongoing services. In the G2 Spring 2021 Report, verified software users ranked Thryv as the No. 3 payment gateway for small businesses, narrowly behind Apple Pay, which holds the No. 2 position, and PayPal at No. 1.
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Google Integration. Our Thryv platform makes it seamless for SMBs to maximize and manage their exposure on Google by designing a single dashboard for their Google My Business listings, Google Posts,
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the number of shares of our common stock publicly owned and available for trading;
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overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions;
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actual or anticipated fluctuations in our revenue or other operating metrics;
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our actual or anticipated operating performance and the operating performance of our competitors;
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changes in the financial projections we provide to the public or our failure to meet these projections;
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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;
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any major change in our Board, management, or key personnel;
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the economy as a whole and market conditions in our industry;
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rumors and market speculation involving us or other companies in our industry;
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announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber-security in the U.S. or globally;
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lawsuits threatened or filed against us;
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other events or factors, including those resulting from war, incidents of terrorism, civil unrest, or responses to these events; and
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sales or expected sales of our common stock by us and our officers, directors and principal stockholders, including Mudrick Capital.
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*
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Includes 635,763 shares of common stock representing the underwriters’ option to purchase additional shares of common stock. To the extent the underwriters do not exercise their option to purchase additional shares, the selling stockholders would continue to own that number of shares of common stock immediately following this offering.
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(1)
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Prior to this offering, consists of 1,576,873 shares of common stock held of record by Blackwell Partners LLC Series A, 2,078,864 shares of common stock held of record by Boston Patriot Batterymarch St. LLC, 976,871 shares of common stock held of record by Mercer QIF Fund PLC, 1,825,561 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 1,818,330 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund, L.P., 4,032,551 shares of common stock held of record by Mudrick Distressed Opportunity Fund Global, L.P., 426,126 shares of common stock held of record by Mudrick Distressed Opportunity Specialty Fund, L.P., 393,519 shares of common stock held of record by P. Mudrick LTD, 128,825 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 3,477,258 shares of common stock held of record by Verto Direct Opportunity II, L.P. The foregoing also includes currently exercisable options held by one or more affiliates of Mudrick Capital to purchase 20,242 shares of common stock. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital Management, L.P. (“Mudrick Capital”). Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.
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(2)
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Prior to this offering, consists of 974,706 shares of common stock held of record by GoldenTree 2004 Trust, 18,247 shares of common stock held of record by GoldenTree V1 Master Fund, LP, 2,355,843 shares of common stock held of record by GoldenTree Distressed Master Fund 2014 Ltd, 9,151 shares of common stock held of record by GoldenTree Insurance Fund Series Interests of the Sali Multi-Series Fund L.P., 798,084 shares of common stock held of record by GoldenTree Master Fund, Ltd., 117,957 shares of common stock held of record by GN3 SIP Limited, 143,112 shares of common stock held of record by San Bernardino County Employees’ Retirement Association, 16,111 shares of common stock held of record by High Yield and Bank Loan Series Trust, 23,651 shares of common stock held of record by GT NM,
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(3)
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Subsequent to this offering and assuming the full exercise of the underwriters’ option to purchase additional shares, consists of 1,504,136 shares of common stock held of record by Blackwell Partners LLC Series A, 1,982,971 shares of common stock held of record by Boston Patriot Batterymarch St. LLC, 1,741,353 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 3,846,540 shares of common stock held of record by Mudrick Distressed Opportunity Fund Global, L.P., 393,519 shares of common stock held of record by P. Mudrick LTD, 122,883 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 3,331,861 shares of common stock held of record by Verto Direct Opportunity II, L.P. The foregoing also includes currently exercisable options held by one or more affiliates of Mudrick Capital to purchase 20,242 shares of common stock. In connection with the offering, Verto Direct Opportunity GP, LLC distributed to Jason Mudrick 5,942 shares of common stock. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital Management, L.P. (“Mudrick Capital”). Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.
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(4)
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Subsequent to this offering and assuming the full exercise of the underwriters’ option to purchase additional shares, consists of 974,706 shares of common stock held of record by GoldenTree 2004 Trust, 18,247 shares of common stock held of record by GoldenTree V1 Master Fund, LP, 1,403,294 shares of common stock held of record by GoldenTree Distressed Master Fund 2014 Ltd, 2,658 shares of common stock held of record by GoldenTree Insurance Fund Series Interests of the Sali Multi-Series Fund L.P., 798,084 shares of common stock held of record by GoldenTree Master Fund, Ltd., 90,889 shares of common stock held of record by GN3 SIP Limited, 110,272 shares of common stock held of record by San Bernardino County Employees’ Retirement Association, 16,111 shares of common stock held of record by High Yield and Bank Loan Series Trust, 18,224 shares of common stock held of record by GT NM, LP, 7,353 shares of common stock held of record by Louisiana State Employees’ Retirement System, 6,508 shares of common stock held of record by Crown Managed Accounts SPC – Crown/GT Segregated Portfolio and 10,778 shares of common stock held of record by GTAM TS Investment LLC. The shares are beneficially owned by certain funds and accounts (the “GTAM Funds”) that are managed by GoldenTree Asset Management LP (“GTAM LP”). GoldenTree Asset Management LLC (“GTAM LLC”) is the General Partner of GTAM LP. Steven A. Tananbaum is the Sole Managing Member of GTAM LLC. GTAM LP has discretionary authority to trade the shares and make voting and investment decisions relating to such shares via an investment management agreement with the relevant GTAM Funds. GTAM LP is not the beneficial owner of the shares. The business address for each of the funds explicitly named in this footnote is 300 Park Avenue, 21st Floor, New York, NY 10022.
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an individual who is a citizen or resident of the U.S.;
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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust.
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the gain (i) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (ii) if required by an applicable income tax treaty, is attributable to a permanent establishment (or, in certain cases involving individual holders, a fixed base) maintained by the non-U.S. holder in the U.S. (in which case the special rules described below apply);
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the non-U.S. holder is an individual who is present in the U.S. for 183 or more days in the taxable year of such disposition and certain other conditions are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by certain U.S. source capital losses, provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses); or
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we are, or become, a “United States real property holding corporation” (a “USRPHC”), for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition of our common stock or the non-U.S. holder’s holding period for our common stock.
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Underwriter
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Number
of
Shares
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William Blair & Company, L.L.C.
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2,966,898
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Needham & Company, LLC
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1,059,607
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CJS Securities, Inc.
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211,921
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Total
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4,238,426
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Paid by the Selling Stockholders
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No
Exercise
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Full
Exercise
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Per share
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$0.705
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$0.705
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Total
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$2,988,090
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$3,436,303
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to any legal entity which is a qualified investor as defined under the EU Prospectus Regulation;
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to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus Regulation), subject to obtaining the prior consent of representative for any such offer; or
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in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, provided that no such offer of the shares of common stock shall require the company or any underwriter to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
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to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
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to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the representative for any such offer; or
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in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,
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released, issued, distributed or caused to be released, issued or distributed to the public in France; or
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used in connection with any offer for subscription or sale of the units to the public in France.
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to qualified investors (investisseurs qualifiés) as defined by Article 2(e) of Regulation (EU) 2017/1129, as amended and/or to a restricted circle of investors (cercle restreint d’investisseurs) investing for their own account in accordance with Article L.411-2 of the French Code monétaire et financier;
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to investment services providers authorized to engage in portfolio management on behalf of third parties; or
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in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (offre au public de titres financiers).
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
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to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
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where no consideration is or will be given for the transfer;
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where the transfer is by operation of law; or
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as specified in Section 276(7) of the SFA.
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021;
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our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 13, 2021;
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2021;
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our Current Reports on Form 8-K, filed with the SEC on March 2, 2021 (as amended by Amendment No. 1 on Form 8-K/A filed on May 13, 2021), May 19, 2021 and May 24, 2021; and
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the description of our common stock contained in our Form 8-A filed on September 22, 2020, including any amendment to that form that we may file in the future for the purpose of updating the description of our common stock.
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1 Year Thryv Chart |
1 Month Thryv Chart |
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