Outbrain announces partial repurchase of 2.95% Convertible Senior Notes due 2026
17 Abril 2023 - 7:00AM
Outbrain Inc. (NASDAQ: OB), a leading recommendation platform for
the open web, announced today that it has repurchased $118 million
in aggregate principal amount of the 2.95% Convertible Senior Notes
due 2026 (the “Convertible Notes”) via a privately negotiated
repurchase agreement with Baupost Group Securities, L.L.C., the
sole holder of the Convertible Notes. The Company paid, including
accrued interest, approximately $96 million in cash representing a
19% discount to par value. As a result, Outbrain will record a
pre-tax gain of approximately $22 million in the second quarter of
2023.
Following the closing of the repurchase,
approximately $118 million principal amount of the Convertible
Notes out of the initially issued principal balance of $236
million, will remain outstanding and continue to be subject to the
terms of the indenture dated as of July 27, 2021 pursuant to which
they were issued.
“We believe that, considering the strength of
our balance sheet and our financial discipline, repurchasing 50% of
the Convertible Notes at a considerable discount is a positive
capital allocation decision for our shareholders,” said Jason
Kiviat, Outbrain's CFO.
This press release does not constitute an offer
to sell or a solicitation to buy any of the Convertible Notes
described herein, nor shall there be any offer, solicitation, or
sale of the Convertible Notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful. Nothing in this
press release should be construed as an offer to repurchase any
Convertible Notes.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws, which
statements involve substantial risks and uncertainties.
Forward-looking statements generally relate to possible or assumed
future results of our business, financial condition, results of
operations, liquidity, plans and objectives. You can generally
identify forward-looking statements because they contain words such
as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “guidance,” “outlook,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” "foresee,”
“potential” or “continue” or the negative of these terms or other
similar expressions that concern our expectations, strategy, plans
or intentions. We have based these forward-looking statements
largely on our current expectations and projections regarding
future events and trends that we believe may affect our business,
financial condition and results of operations. The outcome of the
events described in these forward-looking statements is subject to
risks, uncertainties and other factors, including but not limited
to: risks and uncertainties associated with the SVB closure;
overall advertising demand and traffic generated by our media
partners; factors that affect advertising demand and spending, such
as the continuation or worsening of unfavorable economic or
business conditions or downturns, instability or volatility in
financial markets, and other events or factors outside of our
control, such as U.S. and global recession concerns, geopolitical
concerns, including the ongoing conflict between Russia and
Ukraine, supply chain issues, inflationary pressures, labor market
volatility, and the pace of recovery or any resurgences of the
COVID-19 pandemic; our ability to continue to innovate, and
adoption by our advertisers and media partners of our expanding
solutions; the success of our sales and marketing investments,
which may require significant investments and may involve long
sales cycles; our ability to grow our business and manage growth
effectively; our ability to compete effectively against current and
future competitors; the loss of one or more of our large media
partners, and our ability to expand our advertiser and media
partner relationships; our ability to maintain our revenues or
profitability despite quarterly fluctuations in our results,
whether due to seasonality, large cyclical events, or other causes;
the risk that our research and development efforts may not meet the
demands of a rapidly evolving technology market; any failure of our
recommendation engine to accurately predict user engagement, any
deterioration in the quality of our recommendations or failure to
present interesting content to users or other factors which may
cause us to experience a decline in user engagement or loss of
media partners; limits on our ability to collect, use and disclose
data to deliver advertisements; our ability to extend our reach
into evolving digital media platforms; our ability to maintain and
scale our technology platform; our ability to meet demands on our
infrastructure and resources due to future growth or otherwise;
significant fluctuations in currency exchange rates; failures or
loss of the hardware, software and infrastructure on which we rely,
or security breaches; political and regulatory risks in the various
markets in which we operate; the challenges of compliance with
differing and changing regulatory requirements; the risks described
in the section entitled “Risk Factors” and elsewhere in the Annual
Report on Form 10-K filed for the year ended December 31, 2022 and
in subsequent reports filed with the SEC. Accordingly, you should
not rely upon forward-looking statements as predictions of future
events. We cannot assure you that the results, events and
circumstances reflected in the forward-looking statements will be
achieved or occur, and actual results, events or circumstances
could differ materially from those projected in the forward-looking
statements. We undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events. We do not assume any obligation
to update any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
About Outbrain
Outbrain (Nasdaq: OB) is a leading
recommendation platform for the open web. Our technology enables 10
billion daily recommendations to consumers across more than 7,000
online properties and connects advertisers to these audiences to
grow their business. Founded in 2006, Outbrain is headquartered in
New York with offices in 17 cities worldwide.
Media Contact
press@outbrain.com
Investor Relations Contact
IR@outbrain.com (332) 205-8999
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