Thryv Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

 

Underwriting Agreement

 

On October 29, 2024, Thryv Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC (the “Underwriter”), providing for the offer and sale by the Company (the “Offering”) of 5,715,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $14.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 857,250 shares of Common Stock on the same terms.

 

The Offering closed on October 31, 2024. The Company received net proceeds of approximately $76.0 million (after deducting underwriting discounts and commissions and estimated offering expenses) from the Offering.

 

The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriter may be required to make because of any of those liabilities. The Offering is being made pursuant to a prospectus supplement dated October 29, 2024 and the prospectus dated August 4, 2022, relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-266542).

 

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated into this Item 1.01 by reference.

 

The Underwriter is a full service financial institution engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities.

The Underwriter and its affiliates have provided, and may in the future provide, various investment banking, financial advisory and other financial services to the Company and its affiliates for which they have received, and in the future may receive, advisory or transaction fees, as applicable, plus out-of-pocket expenses of the nature and in amounts customary in the industry for these financial services. In addition to investment banking services that the Underwriter and its affiliates provide from time to time, the Company has banking and brokerage transactions in the ordinary course of business with the Underwriter and its affiliates. It is expected that the Company will continue to use the Underwriter and its affiliates for various services in the future. The Underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

 

(d) Exhibits.

 

 

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 hereunto duly authorized.

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