Safeguard Scientifics, Inc. (NYSE:SFE) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01. Entry into a Material Definitive Agreement.
On July 2, 2018 (the “Effective Date”), Safeguard Delaware, Inc. (the “Seller”), a subsidiary of Safeguard Scientifics, Inc. (“Safeguard”), entered into a Stock Repurchase Agreement (the “Agreement”) with MediaMath Holdings, Inc. (“MediaMath”), to which the Seller agreed to sell to MediaMath, and MediaMath agreed to repurchase (the “Repurchase”) from the Seller, 39.13% of Seller’s ownership position in MediaMath, comprised of shares of MediaMath’s Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock, including any shares of MediaMath’s Class A Common Stock issuable upon the conversion of such preferred shares, for a purchase price of $45.0 million. The Repurchase was completed on the Effective Date.
The Seller also granted MediaMath an option to purchase an additional 10.87% of the Seller’s ownership position in MediaMath for $12.5 million (the "Option"), such that the Option (if exercised) and the Repurchase would collectively result in the sale of 50.0% of the Seller's ownership position in MediaMath as of the Effective Date. The Option is exercisable within 180 days after the Effective Date and may only be exercised in whole and not in part, unless the parties agree otherwise in writing. If the Option is exercised, the closing of the sale and repurchase to the Option would also be subject to customary closing deliverables and conditions. The Seller also is subject to customary transfer restrictions with respect to the remaining securities of MediaMath held by the Seller (subject to customary exceptions).
The Agreement includes representations, warranties, covenants and releases of the parties customary for a transaction of this nature.
The summary of the Agreement contained in this Item 1.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure under Item 1.01 above is incorporated herein by reference.
ITEM 7.01. Regulation FD Disclosure.
On July 9, 2018, Safeguard issued a press release announcing the execution of the Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this item 7.01 by this reference.
The information contained in this Item 7.01, including the information set forth in the press release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in the Item 7.01 shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, or into any filing or other document to the Exchange Act, except as otherwise expressly stated in any such filing.
| ITEM 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The following pro forma financial statements for Safeguard Scientifics, Inc. are set forth in Exhibit 99.2, which is incorporated herein by reference.
| Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2018 and related Notes. |
| Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2017 and related Notes. |
| Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2018 and related Notes. |
SAFEGUARD SCIENTIFICS INC ExhibitEX-10.1 2 tv497995_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 STOCK REPURCHASE AGREEMENT This STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of July 2,…To view the full exhibit click here
About Safeguard Scientifics, Inc. (NYSE:SFE)
Safeguard Scientifics, Inc. provides capital, as well as strategic, operational and management resources to growth-stage businesses. The Company participates in early- and growth-stage financings. The Company operates through two segments: Healthcare and Technology. The Healthcare segment’s companies focuses principally on medical technology (MedTech), including diagnostics and devices, and healthcare technology (HealthTech). The Technology segment’s companies focuses principally on digital media, financial technology (FinTech), and enterprise software, including mobile technology, cloud, Internet of Things (IoT) and big data. It holds interests in approximately 30 non-consolidated partner companies, which are included in the Healthcare and Technology segments. The Company provides management and operational support, as well as ongoing planning and development assessment. It provides mentoring, advice and guidance to develop partner company management.
