Cravath, Swaine & Moore LLP

09/26/2024 | Press release | Distributed by Public on 09/26/2024 09:42

Citi’s $25 Billion Private Credit, Direct Lending Program with Apollo

On August 1, 2024, Outbrain, a technology platform that drives business outcomes through engagement, announced it has entered into a definitive agreement to acquire Teads, the global omnichannel video platform, from Altice. Total estimated consideration for the Teads acquisition is approximately $1 billion, on a cash free, debt free basis, including an upfront payment of $725 million, subject to standard adjustments, and a deferred cash payment of $25 million. Outbrain intends to finance the transaction with existing cash resources and $750 million in committed debt financing, subject to customary funding conditions. Outbrain will also issue to Altice 35 million shares of common stock, valued at approximately $169 million based on a one-month volume-weighted average price of Outbrain's common stock as of July 30, 2024, of $4.82, and $105 million in convertible preferred equity. Additionally, Outbrain obtained commitments for a $100 million revolving credit facility, a portion of which will be available to pay a portion of the cash consideration for the transaction and related fees and expenses, and which will otherwise be available for working capital and general corporate purposes. Cravath is representing Outbrain in connection with the financing of the transaction.