THESTREET, INC. (NASDAQ:TST) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
On February 14, 2019, TheStreet, Inc. (the “Company”) completed the previously announced sale (the “Sale”) of the Company’s institutional business units, which include The Deal and BoardEx (the “B2B Business”), to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 6, 2018, between the Company and Euromoney Institutional Investor PLC (“Euromoney”) for a purchase price of $87.3 million in cash, subject to adjustment, including based on the working capital, cash and the outstanding indebtedness of the B2B Business as of the closing. In connection with the closing, Euromoney assigned all of its rights and obligations under the Purchase Agreement to its wholly owned subsidiary, Internet Securities, Inc. (“Purchaser”). The Sale was structured as a purchase by Purchaser of all of the membership interests of The Deal, L.L.C., a Delaware limited liability company and wholly owned subsidiary of the Company. At the closing of the Sale, $100,000 of the purchase price was deposited into an escrow account to cover potential purchase price adjustment payments in Purchaser’s favor under the Purchase Agreement, if any, and $520,000 of the purchase price was deposited into an escrow account as security for Purchaser’s right to indemnification under the Purchase Agreement for any tax loss. Any remaining escrowed funds of the tax escrow amount will be released to the Company on the first business day following January 31, 2020, subject to any pending tax loss claims.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 6, 2018, and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported, and in connection with the completion of the Sale, David Callaway stepped down as the Company’s Chief Executive Officer given the reduced size of the Company’s operations following the Sale. Mr. Callaway also resigned from the Company’s board of directors (the “Board”), concurrent with the completion of the Sale.
On February 11, 2019, the Board appointed Eric Lundberg to serve as a Class II director of the Company to fill the vacancy created by the resignation of Mr. Callaway, effective upon the closing of the Sale. Mr. Lundberg will not serve on any committees and will not receive any compensation in connection with his service on the Board. There are no related party transactions with Mr. Lundberg that are reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Lundberg and any other person to which Mr. Lundberg was selected as a director of the Company. Also effective upon the completion of the Sale, Mr. Lundberg ceased to act in the role of the Company’s principal accounting officer.
On February 11, 2019, the Board appointed Robert Kondracki to serve as the Company’s Chief Accounting Officer, effective upon the completion of the Sale and he will serve as Company’s principal accounting officer. Mr. Kondracki, age 61, joined the Company in June 2016 as Vice President of Finance and previously served as Vice President of Finance for ALM Media, LLC from October 1999 to June 2016. Mr. Kondracki holds a B.S. degree in accounting from Kean University. There are no family relationships between Mr. Kondracki and any of the officers or directors of the Company. There are no related party transactions with Mr. Kondracki that are reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Kondracki and any other person to which Mr. Kondracki was selected as the Company’s Chief Accounting Officer.
| Item 7.01 | Regulation FD Disclosure. |
On February 14, 2019, the Company issued a press release announcing the closing of the Sale. A copy of that press release is attached hereto as Exhibit 99.1.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information of the Company for the nine months ended September 30, 2018, and the years ended December 31, 2017 and 2016, included in the Company’s definitive proxy statement filed with the SEC on January 11, 2019, beginning on page 65 thereof, is incorporated herein by reference.
(d) Exhibits
THESTREET, INC. Exhibit
EX-99.1 2 g081763_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TheStreet,…
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About THESTREET, INC. (NASDAQ:TST)
TheStreet, Inc. (TheStreet) is a digital financial media company focused on the financial, and mergers and acquisitions environment. The Company’s collection of digital services provides users, subscribers and advertisers with a range of content and tools through a range of online, social media, tablet and mobile channels. With a suite of digital services, TheStreet offers the tools and insights needed to make informed decisions about earning, investing, saving and spending money. TheStreet provides interactive multimedia coverage of the financial markets, economy, industry trends, investment and financial planning. Its subscription products are designed to address the needs of investors with various areas of interest, including fledgling investors, day and swing traders, and fundamental, technical and options traders. Its RateWatch business publishes bank rate market information on a subscription basis to financial institutions and government agencies.