HOUSTON, Sept. 29,
2023 /PRNewswire/ -- Direct Digital Holdings, Inc.
(Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a
leading advertising and marketing technology platform operating
through its companies Colossus Media, LLC ("Colossus SSP"), Huddled
Masses LLC ("Huddled Masses") and Orange142, LLC ("Orange142"),
today announced that the Company's offer to purchase (the "Offer")
all of its outstanding publicly traded warrants (the "Warrants") to
purchase shares of its Class A common stock, par value $0.001 per share, at a purchase price of
$1.20 in cash, without interest,
expired one minute after 11:59 p.m., Eastern
Time, on September 28, 2023.
According to information provided by Equiniti Trust Company,
LLC, the Depositary for the Offer, 2,229,263 Warrants, including
36,242 Warrants through guaranteed delivery, representing
approximately 69.3% of the outstanding Warrants, were validly
tendered and not withdrawn prior to the expiration of the Offer.
The tender of 2,229,263 Warrants satisfies the Minimum Tender
Condition (as defined in the Offer to Purchase) for the Offer.
Pursuant to the terms of the Offer and assuming the Warrants
through guaranteed delivery are properly submitted before the end
of the guaranteed delivery period on October
2, 2023, the Company expects to pay an aggregate of
$2.7 million in cash in exchange for
such Warrants. Such payment will be made promptly. Holders of
Warrants that were validly tendered and not validly withdrawn prior
to the expiration of the Offer and Consent Solicitation, and upon
the successful completion of any guaranteed delivery, will receive
$1.20 per share for each Warrant
tendered by the holder and exchanged pursuant to the Offer. The
Company expects to accept all validly tendered Warrants for
exchange and settlement on or before October
4, 2023 (the "Settlement").
Direct Digital Holdings also solicited consents (the "Consent
Solicitation") to amend the Warrant Agent Agreement, dated as of
February 15, 2022 (the "Warrant
Agreement"), by and between Direct Digital Holdings and Equiniti
Trust Company, LLC (formerly American Stock Transfer & Trust
Company, LLC (the "Transfer Agent"), which governs all of the
Warrants, to permit Direct Digital Holdings to redeem each
outstanding Warrant for $0.35 in
cash, without interest, which is approximately 71% less than the
price applicable to the Offer (such amendment, the "Warrant
Amendment"). Pursuant to the terms of the Warrant Agreement, the
adoption of the Warrant Amendment will require the consent of
holders of at least 50.1% of the outstanding Warrants. In order to
tender the Warrants in the Offer and receive $1.20 in cash for each of their Warrants, holders
of the Warrants are required to consent to the Warrant Amendment.
The 2,193,021 Warrants that were validly tendered and not withdrawn
prior to the expiration of the Offer (excluding those Warrants
being delivered through guaranteed delivery) exceeds the 50.1 %
required to effect the Warrant Amendment. The Company expects to
execute the Warrant Amendment concurrently with the Settlement.
The Offer and Consent Solicitation are being made pursuant to a
Second Amended and Restated Offer to Purchase dated September 21, 2023, and Schedule TO, originally
filed on August 29, 2023, as amended
and supplemented, each of which has been filed with the SEC and
more fully set forth the terms and conditions of the Offer and
Consent Solicitation.
The Company's Class A common stock and Warrants are listed on
The Nasdaq Stock Market LLC under the symbols "DRCT" and "DRCTW,"
respectively.
Stifel, Nicolaus & Company, Incorporated has been appointed
as the Dealer Manager for the Offer and Consent Solicitation, D.F.
King, Co., Inc. ("D.F. King") has been appointed as the Information
Agent for the Offer and Consent Solicitation, and Equiniti Trust
Company, LLC has been appointed as the Depositary for the Offer and
Consent Solicitation. All questions concerning tender procedures
and requests for additional copies of the offer materials,
including the letter of transmittal and consent should be directed
to D.F. King.
Disclaimer
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants. The Offer and Consent Solicitation are being
made only through the Schedule TO and Offer to Purchase, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Offer to Purchase.
About Direct Digital Holdings
Direct Digital Holdings (Nasdaq: DRCT), owner of operating
companies Colossus SSP, Huddled Masses, and Orange 142, brings
state-of-the-art sell- and buy-side advertising platforms together
under one umbrella company. Direct Digital Holdings' sell-side
platform, Colossus SSP, offers advertisers of all sizes extensive
reach within general market and multicultural media properties. The
Company's subsidiaries Huddled Masses and Orange142 deliver
significant ROI for middle market advertisers by providing
data-optimized programmatic solutions at scale for businesses in
sectors that range from energy to healthcare to travel to financial
services. Direct Digital Holdings' sell- and buy-side solutions
manage on average over 136,000 clients monthly, generating
approximately 250 billion impressions per month across display,
CTV, in-app and other media channels.
Forward Looking Statements
This press release may contain forward-looking statements
within the meaning of federal securities laws and which are subject
to certain risks, trends and uncertainties.
As used below, "we," "us," and "our" refer to the Company. We
use words such as "could," "would," "may," "might," "will,"
"expect," "likely," "believe," "continue," "anticipate,"
"estimate," "intend," "plan," "project" and other similar
expressions to identify forward-looking statements, but not all
forward-looking statements include these words. All statements
contained in this press release that do not relate to matters of
historical fact should be considered forward-looking
statements.
All of our forward-looking statements involve estimates and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the forward-looking
statements. Our forward-looking statements are based on assumptions
that we have made in light of our industry experience and our
perceptions of historical trends, current conditions, expected
future developments and other factors we believe are appropriate
under the circumstances. Although we believe that these
forward-looking statements are based on reasonable assumptions,
many factors could affect our actual operating and financial
performance and cause our performance to differ materially from the
performance expressed in or implied by the forward-looking
statements, including, but not limited to: our dependence on the
overall demand for advertising, which could be influenced by
economic downturns; any slow-down or unanticipated development in
the market for programmatic advertising campaigns; the effects of
health epidemics; operational and performance issues with our
platform, whether real or perceived, including a failure to respond
to technological changes or to upgrade our technology systems; any
significant inadvertent disclosure or breach of confidential and/or
personal information we hold, or of the security of our or our
customers', suppliers' or other partners' computer systems; any
unavailability or non-performance of the non-proprietary
technology, software, products and services that we use;
unfavorable publicity and negative public perception about our
industry, particularly concerns regarding data privacy and security
relating to our industry's technology and practices, and any
perceived failure to comply with laws and industry self-regulation;
restrictions on the use of third-party "cookies," mobile device IDs
or other tracking technologies, which could diminish our platform's
effectiveness; any inability to compete in our intensely
competitive market; any significant fluctuations caused by our high
customer concentration; our limited operating history, which could
result in our past results not being indicative of future operating
performance; any violation of legal and regulatory requirements or
any misconduct by our employees, subcontractors, agents or business
partners; any strain on our resources, diversion of our
management's attention or impact on our ability to attract and
retain qualified board members as a result of being a public
company; our dependence, as a holding company, on receiving
distributions from Direct Digital Holdings, LLC to pay our taxes,
expenses and dividends; the satisfaction of the conditions to the
Offer, including the minimum tender condition; and other factors
and assumptions discussed in the "Risk Factors," "Management's
Discussion and Analysis of Financial Conditions and Results of
Operations" and other sections of our filings with the Securities
and Exchange Commission that we make from time to time. Should one
or more of these risks or uncertainties materialize or should any
of these assumptions prove to be incorrect, our actual operating
and financial performance may vary in material respects from the
performance projected in these forward-looking statements. Further,
any forward-looking statement speaks only as of the date on which
it is made, and except as required by law, we undertake no
obligation to update any forward-looking statement contained in
this press release to reflect events or circumstances after the
date on which it is made or to reflect the occurrence of
anticipated or unanticipated events or circumstances, and we claim
the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Contacts:
Investors:
Brett
Milotte, ICR
Brett.Milotte@icrinc.com
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SOURCE Direct Digital Holdings