Taboola.com Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
$TBLA
Computer Software: Programming Data Processing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
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| Item 1.01. |
Entry into a Material Definitive Agreement.
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(A) New Revolving Credit Facility
On March 18, 2025 (the “Closing Date”), Taboola.com Ltd. (“Taboola” or “Company”) entered into a revolving credit facility (the “Credit Agreement”), among Taboola, its
wholly-owned subsidiary Taboola, Inc., as borrower (the “Borrower”), the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent. The Credit Agreement provides for borrowings in an aggregate principal amount of up
to $270 million (the “Revolving Facility”, the loans thereunder, the “Revolving Loans” and the commitments thereunder, the “Revolving Commitments”). The proceeds of the Revolving Facility can be used to finance working capital needs and general
corporate purposes.
The Revolving Facility replaced Taboola’s existing undrawn $90 million revolving credit facility under Taboola’s Credit Agreement dated as of September 1, 2021, as
amended by that Incremental Facility Amendment No. 1, dated as of August 9, 2022 (and as further amended, supplemented or otherwise modified, the “Existing Credit Agreement”) by and among Taboola, Taboola, Inc., as borrower, the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Borrowings under the Revolving Facility are subject to customary borrowing conditions and will bear interest at a variable annual rate based on term SOFR or base rate
plus a fixed margin. Term SOFR is defined as the forward-looking SOFR term rate published by CME Group Benchmark Administration Limited subject to a floor of zero. Revolving Loans repaid may be reborrowed prior to maturity of the Revolving Facility
pursuant to customary conditions and restrictions. The Revolving Facility will mature on the fifth anniversary of the Closing Date.
Subject to the following sentence, the Revolving Facility is voluntarily prepayable from time to time without premium or penalty. The Borrower shall pay a prepayment
premium in connection with any repricing transaction consummated on or before the first anniversary of the Closing Date. The Revolving Facility is mandatorily prepayable at any time that the outstanding Revolving Loans exceeds the Revolving
Commitments. The Revolving Facility is guaranteed by Taboola and its wholly-owned material subsidiaries, subject to certain exceptions set forth in the Credit Agreement (collectively, the “Guarantors”). The obligations of the Borrower and the
Guarantors are secured by substantially all the assets of the Borrower and the Guarantors including stock of subsidiaries, subject to certain exceptions set forth in the Credit Agreement.
The Credit Agreement also contains customary representations, covenants and events of default as well as a financial covenant, which places a limit on Taboola’s
allowable net leverage ratio. Failure to meet the covenants beyond applicable grace periods could result in acceleration of the Revolving Loans and/or termination of the Revolving Facility.
(B) Yahoo Repurchase Agreement Update
As previously reported, the Company and Yahoo, Inc. (“Yahoo”) entered into a Share Repurchase Agreement under which the Company conducts weekly repurchases from Yahoo
of the Company’s Non-voting Ordinary shares. The parties corrected that agreement on March 14, 2025 to modify the number shares the Company may repurchase each week from 25% to up to 1/3rd of the weekly
applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934. The prior agreement limited the amount of shares the Company could repurchase in the open market. The correction enables the Company to repurchase up to the
maximum allowable Rule 10b-18 limit while keeping Yahoo’s ownership of Taboola’s outstanding shares from reaching 25% or more.
| Item 1.02. |
Termination of a Material Definitive Agreement.
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On the Closing Date, Taboola terminated the Existing Credit Agreement, including the undrawn $90 million revolving credit facility thereunder. The description of the
Existing Credit Agreement contained in the Current Report on Form 6-K filed with the Securities and Exchange Commission by Taboola on August 22, 2022, is incorporated herein by reference. Taboola incurred no early termination penalties in
connection with the termination of the Existing Credit Agreement.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 7.01 |
Regulation FD Disclosure.
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On March 19, 2025, Taboola issued a press release announcing the entry into the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and therefore shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934.
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Item 9.01.
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Financial
Statement and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description |
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Press Release dated March 19, 2025
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104
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Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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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, thereunto duly authorized.
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TABOOLA.COM LTD.
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By:
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/s/ Stephen Walker
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Name:
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Stephen Walker
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Title:
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Chief Financial Officer
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Date: March 19, 2025
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