Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2024

THRYV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35895	13-2740040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 West Airfield Drive, P.O. Box 619810 D/FW Airport, TX		75261
(Address of Principal Executive Offices)		(Zip Code)

(972) 453-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	THRY	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 29, 2024, Thryv Holdings, Inc. (the “Company”) entered into a definitive merger agreement (the “Keap Merger Agreement”) to acquire all of the outstanding capital stock of Infusion Software, Inc. d/b/a Keap (“Keap” and the acquisition of Keap, the “Keap Acquisition”). Pursuant to the terms of the Keap Merger Agreement, the Company will pay $80 million in cash for Keap, subject to customary adjustments. The Company expects to finance a portion of the purchase price with the net proceeds of the Offering (as defined below).

The Keap Merger Agreement contains customary representations and warranties and covenants, provides for representation and warranty insurance and is subject to certain customary closing adjustments and termination provisions. The obligations of the parties to complete the transactions contemplated by the Keap Merger Agreement are subject to the satisfaction or waiver of customary closing conditions, including the receipt of net proceeds in the Offering.

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2024, Company issued a press release containing the Company’s preliminary unaudited financial results for the three months ended September 30, 2024. These preliminary financial results are unaudited, based on currently available information and do not present all necessary information for a complete understanding of the Company’s financial condition as of September 30, 2024, or its results of operations for the quarter ended September 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 2.02 and Exhibit 99.1 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Exhibit 99.1 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 7.01. Regulation FD Disclosure.

Equity Offering

On October 29, 2024, the Company issued a press release announcing the commencement of the offer and sale by the Company of $75.0 million of shares (the “Offering”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering. A copy of the Company’s press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Non-Cash Impairment Charge

Based on the initial success of client conversions from the Company’s digital Marketing Services solutions to SaaS solutions, the Company made a strategic decision during the third quarter of 2024 to terminate its Marketing Services solutions by the end of 2028. This strategic decision resulted in an accelerated decline in estimated future cash flows from the Company’s Marketing Services business, and the Company concluded that a triggering event had occurred in its Thryv Marketing Services reporting unit during the third quarter of 2024. As a result, the Company recorded a non-cash impairment charge of $83.1 million during the third quarter 2024, fully reducing goodwill in the Thryv Marketing Services reporting unit to zero.

Regulatory Matter

On October 17, 2024, the Company received a subpoena from the Division of Enforcement of the SEC requesting documents and information related to the Company’s previously publicly announced strategic conversion of its clients from its digital marketing services solutions platform to its SaaS solutions platform (the “Subpoena”). The Company is cooperating fully. The SEC noted that the investigation is a fact-finding inquiry and does not mean that it has concluded that anyone has violated the law nor that the SEC has a negative opinion of any person, entity or security.

The information in Item 7.01 and Exhibit 99.2 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 and Exhibit 99.2 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

99.1		Press release, dated October 29, 2024, issued by Thryv Holdings, Inc.
99.2		Press release, dated October 29, 2024, issued by Thryv Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	THRYV HOLDINGS, INC.

Date: October 29, 2024	By:	/s/ Paul D. Rouse
	Name: Paul D. Rouse
	Title: Chief Financial Officer, Executive Vice President and Treasurer

Exhibit 99.1

Thryv Provides Preliminary, Unaudited Third Quarter 2024 Results

–

Company Exceeds Third Quarter SaaS Revenue and SaaS Adjusted EBITDA Guidance

DALLAS, October 29, 2024 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of Thryv(R), based on information available as of October 29 2024, is providing preliminary, unaudited results for the third quarter of 2024 in conjunction with the proposed Keap acquisition announced today. The Company plans to release its full third quarter 2024 results before the market opens on November 7, 2024.

Based on preliminary, unaudited results for the third quarter ended September 30, 2024 compared to the 2023 third quarter:

•

SaaS Revenue is expected to be in the range of $86 million to $88 million, compared to $67 million in the prior period.

•

SaaS Gross Margin is expected to be in the range of 69% to 70%, compared to 64% in the prior period. SaaS Adjusted Gross Margin is expected to be in the range of 72% to 73%, compared to 67% in the prior period.

•

Net Income (Loss) is expected to be in the range of ($95) million to ($97) million, which includes an $83 million non-cash goodwill impairment charge related to our Marketing Services segment, compared to ($27) million in the prior period.

•

SaaS Adjusted EBITDA is expected to be in the range of $10 million to $11 million, compared to ($1) million in the prior period.

•

Seasoned Net Dollar Retention¹ is expected to be approximately 100%, compared to 92% in the prior period.

Thryv's Chairman and CEO Joe Walsh commented, “We are pleased to share our preliminary, unaudited third quarter results and look forward to providing more details about our strong third quarter results on November 7th.”

The following financial results are preliminary, unaudited estimates and are subject to change until the filing of the Company’s Form 10-Q for the quarter ended September 30, 2024. The Company is currently finalizing its third quarter 2024 results, and as a result, these preliminary estimates are based solely on information available to management as of the date of this press release. The Company’s actual results may differ from these estimates due to the completion of its quarter-end closing procedures, final adjustments and developments that may arise or information that may become available between now and the time the Company’s financial results are finalized and included in its Form 10-Q for the quarter ended September 30, 2024.

¹ Seasoned Net Dollar Retention is calculated by dividing the recurring revenue of all SaaS clients as of the last month of the quarter (net of expansions, downsell, and churns) by the same customer's recurring revenue one year ago, removing clients acquired over the last 12 months.

	Three Months Ended September 30,
	2024		2023	% Change
Consolidated Results (in millions)	(Low)	(High)		(Low)	(High)
Revenue	$178	$182	$184	(3)%	(1)%
Gross Profit	$111	$113	$104	7%	9%
Adjusted Gross Profit²	$116	$118	$111	4%	6%
Net (Loss)*	($97)	($95)	($27)	NM	NM
Adjusted EBITDA	$19	$21	$7	160%	188%
*Net Income (Loss) impacted by ~$83 million non-cash goodwill write-down related to our Marketing Services segment. Excluding the impact of this goodwill write-down, Net Income (Loss) would have been a loss of approximately $12 million to approximately $14 million.

	Three Months Ended September 30,
	2024		2023	% or bps Change
SaaS Results (in millions, except margin data)	(Low)	(High)		(Low)	(High)
Revenue	$86	$88	$67	28%	31%
Gross Profit	$60	$62	$43	39%	43%
Gross Margin	69%	70%	64%	560 bps	630 bps
Adjusted Gross Profit²	$62	$64	$45	38%	42%
Adjusted Gross Margin	72%	73%	67%	530 bps	590 bps
Adjusted EBITDA	$10	$11	($1)	NM	NM
Adjusted EBITDA Margin	12%	13%	(1)%	1,230 bps	1,320 bps
Rule of 40³	40%	44%	18%	2,140 bps	2,530 bps

	Three Months Ended September 30,
	2024		2023	% or bps Change
SaaS Metrics	(Low)	(High)		(Low)	(High)
Clients	96,000	97,000	66,000	45%	47%
Seasoned Net Dollar Retention⁴	100%	101%	92%	800 bps	900 bps
Clients with 2 or More Paid Centers	12%	13%	5%	700 bps	800 bps

	Three Months Ended September 30,
	2024		2023	% Change
Marketing Services Results (in millions)	(Low)	(High)		(Low)	(High)
Revenue	$92	$94	$116	(21)%	(19)%
Adjusted EBITDA	$9	$10	$8	15%	28%

² Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.

³ Rule of 40 is defined as year-over-year revenue growth plus Adjusted EBITDA Margin.

⁴ Seasoned Net Dollar Retention is calculated by dividing the recurring revenue of all SaaS clients as of the last month of the quarter (net of expansions, downsell, and churns) by the same customer's recurring revenue one year ago, removing clients acquired over the last 12 months.

	September 30,
Consolidated Balance Sheet (in millions)	2024	2023
Debt⁵	$320	$392
Cash	$13	$15
Net Debt⁶	$307	$377
Satisfied Term Loan Amortization Payments until 6/30/25.

	September 30,
	2024		2023
Leverage Ratio	(Low)	(High)
Total Net Leverage Ratio⁷	1.6x	1.7x	1.8x

Non-GAAP Measures

Our results included in this press release include Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin and Net Debt, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables below for a reconciliation of Adjusted EBITDA to Net income (loss) and Adjusted Gross Profit to Gross profit. Net income (loss) and Gross profit are the most comparable GAAP financial measures to Adjusted EBITDA and Adjusted Gross Profit, respectively. Debt is the most directly comparable GAAP financial measure to Net Debt.

We have included Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit and Adjusted Gross Margin because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA provides useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit and Adjusted Gross Margin are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit and Adjusted Gross Margin provide investors with the financial measures that closely align with our internal processes.

We define Adjusted EBITDA as Net income (loss) plus Interest expense, Income tax expense, Depreciation and amortization expense, Restructuring and integration expenses, Transaction costs, Stock-based compensation expense, and non-operating expenses, such as, Other components of net periodic pension cost, Loss on early extinguishment of debt, Non-cash loss from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to Net income (loss) as a performance measure. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We define Adjusted Gross Profit as Gross profit adjusted to exclude the impact of Depreciation and amortization expense and Stock-based compensation expense. We define Adjusted Gross Margin as Adjusted Gross Profit divided by revenue.

⁵ Outstanding balances on our Term Loan and ABL Facility excluding unamortized original issue discount and debt issuance costs.

⁶ Defined as debt outstanding, excluding any unamortized original issue discount and debt issuance costs, less cash balance as of the end of the quarter.

⁷ Net Leverage Ratio is calculated based on trailing twelve-month EBITDA as defined in our term loan credit agreement to Net Debt.

Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with U.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.

	Three Months Ended September 30,
	2024					2023
(in millions)	(Low)		(High)
Reconciliation of Adjusted EBITDA
Net (loss)	$	(97.0)	$	(95.0)	$	(27.0)
Interest expense		11.5		11.5		15.1
Depreciation and amortization expense		12.5		12.5		15.8
Stock-based compensation expense ⁽¹⁾		6.0		6.0		5.5
Restructuring and integration expenses ⁽²⁾		4.9		4.9		3.6
Income tax (benefit)		(5.4)		(5.4)		(10.2)
Transaction costs⁽³⁾		1.7		1.7		—
Other components of net periodic pension cost ⁽⁴⁾		1.6		1.6		1.9
Impairment charges ⁽⁵⁾		83.1		83.1		—
Other ⁽⁶⁾		(0.2)		(0.2)		2.7
Adjusted EBITDA	$	19.0	$	21.0	$	7.3

(1)	We record stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards.

(2)	For the three months ended September 30, 2024 and 2023, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation.

(3)	Expenses related to the Yellow acquisition and other transaction costs.

(4)

Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of Other components of net periodic pension cost relates to periodic mark-to-market pension remeasurement.

(5)	During the third quarter of 2024, Thryv recognized a non-cash goodwill impairment related to its Marketing Services segment.

(6)	Other primarily represents foreign exchange-related expense (income).

	Three Months Ended September 30, 2024
	SaaS						Consolidated
(in millions)	(Low)			(High)			(Low)			(High)
Reconciliation of Adjusted Gross Profit
Gross profit	$	59.5		$	61.5		$	111.0		$	113.0
Plus:
Depreciation and amortization expense		2.2			2.2			4.7			4.7
Stock-based compensation expense		0.1			0.1			0.2			0.2
Adjusted Gross Profit	$	61.8		$	63.8		$	115.9		$	117.9
Gross Margin		69.2	%		69.9	%		62.4	%		62.1	%
Adjusted Gross Margin		71.9	%		72.5	%		65.1	%		64.8	%

	Three Months Ended September 30, 2023
(in millions)	SaaS			Consolidated
Reconciliation of Adjusted Gross Profit
Gross profit	$	42.9		$	103.6
Plus:
Depreciation and amortization expense		1.9			6.8
Stock-based compensation expense		0.1			0.2
Adjusted Gross Profit	$	44.8		$	110.6
Gross Margin		63.6	%		56.4	%
Adjusted Gross Margin		66.6	%		60.2	%

Supplemental Financial Information

The following supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses and (ii) SaaS businesses. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables below for a reconciliation of these non-GAAP financial measures to the corresponding segment financial measures presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.

	Three Months Ended September 30, 2024
	Marketing Services
(in millions)	(Low)			(High)
Revenue	$	92.0		$	94.0
Adjusted EBITDA		9.0			10.0
Adjusted EBITDA Margin		9.8	%		10.6	%

	Three Months Ended September 30, 2024
	SaaS
(in millions)	(Low)			(High)
Revenue	$	86.0		$	88.0
Adjusted EBITDA		10.0			11.0
Adjusted EBITDA Margin		11.6	%		12.5	%

	Three Months Ended September 30, 2024
	Consolidated
(in millions)	(Low)			(High)
Revenue	$	178.0		$	182.0
Net (Loss)		(97.0)			(95.0)
Net (Loss) Margin		(54.5)	%		(52.2)	%
Adjusted EBITDA		19.0			21.0
Adjusted EBITDA Margin		10.7	%		11.5	%

	Three Months Ended September 30, 2023
(in millions)	Marketing Services			SaaS			Total
Revenue	$	116.5		$	67.4		$	83.8
Net (Loss)								(27.0)
Net (Loss) Margin								(14.7)	%
Adjusted EBITDA ⁽¹⁾		7.8			(0.5)			7.3
Adjusted EBITDA Margin		6.7	%		(0.7)	%		4.0	%

(1)	Total Adjusted EBITDA equals the sum of Marketing Services Adjusted EBITDA and SaaS Adjusted EBITDA.

Forward-Looking Statements

Certain statements contained herein are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “target”, “project”, “outlook”, “future”, “forward”, “guidance” and similar statements of a future or forward-looking nature identify forward-looking statements. These statements are not guarantees of future performance. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: the Company’s ability to maintain adequate liquidity to fund operations; the Company’s future operating and financial performance; the Company’s ability to consummate acquisitions, or, if consummated, to successfully integrate acquired businesses into the Company’s operations, the Company’s ability to recognize the benefits of acquisitions, or the failure of an acquired company to achieve its plans and objectives; limitations on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit facilities; our ability to retain existing business and obtain and retain new business; general economic or business conditions affecting the markets we serve; declining use of print yellow page directories by consumers; our ability to collect trade receivables from clients to whom we extend credit; credit risk associated with our reliance on small and medium sized businesses as clients; our ability to attract and retain key managers; increased competition in our markets; our ability to obtain future financing due to changes in the lending markets or our financial position; our ability to maintain agreements with major Internet search and local media companies; reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue; and our ability to anticipate or respond effectively to changes in technology and consumer preferences as well as the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such cautionary statements.

If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. For these reasons, we caution you against relying on forward-looking statements. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. These forward-looking statements speak only as of the date hereof and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Thryv

Thryv Holdings, Inc. (NASDAQ:THRY) is the provider of the leading do-it-all small business software platform that empowers small businesses to modernize how they work. It offers small business owners everything they need to communicate effectively, manage their day-to-day operations, and grow — all in one place — giving up to 20 hours back in their week. Thryv’s customizable platform features three centers: Thryv Command Center, a freemium central communications hub, Business Center(TM) and Marketing Center(TM). Approximately 300,000 businesses globally use Thryv to connect with local customers and take care of everything they do, start to finish. For more information, visit thryv.com.

Media Contact:

Julie Murphy

Thryv, Inc.

617.967.5426

julie.murphy@thryv.com

Investor Contact: 

Cameron Lessard

Thryv, Inc.

214.773.7022

cameron.lessard@thryv.com 

Exhibit 99.2

Thryv Holdings Announces Public Offering of Common Stock

DALLAS, TX., PRNewswire/ -- Thryv Holdings, Inc. (“Thryv” or the “Company”) (NASDAQ: THRY) announced today that it has commenced an underwritten public offering of $75.0 million of shares of its common stock, subject to market and other conditions. In connection with the proposed offering, Thryv intends to grant the underwriter a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering.

Thryv intends to use the net proceeds from this offering to fund a portion of the purchase price for its previously announced acquisition of Infusion Software, Inc. (d/b/a Keap).

RBC Capital Markets, LLC is acting as sole book-running manager for the offering. RBC Capital Markets may offer the shares of common stock from time to time for sale in one or more transactions on the Nasdaq exchange, in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The offering is being conducted as a public offering pursuant to Thryv’s effective shelf registration statement on Form S-3ASR under the Securities Act of 1933, as amended. The offering is being made only by means of a preliminary prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available free of charge on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to this offering of securities may also be obtained from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Equity Capital Markets, Facsimile: (212) 428-6260.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.

ABOUT THRYV HOLDINGS

Thryv is the provider of the leading do-it-all small business software platform that empowers small businesses to modernize how they work. It offers small business owners everything they need to communicate effectively, manage their day-to-day operations, and grow — all in one place — giving up to 20 hours back in their week. Thryv’s customizable platform features three centers: Thryv Command Center, a freemium central communications hub, Business Center™ and Marketing Center™. Approximately 300,000 businesses globally use Thryv to connect with local customers and take care of everything they do, start to finish.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements regarding the Company’s expectations relating to the proposed offering, the intended use of proceeds therefrom and the Pending Acquisition. These forward-looking statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as we, Thryv or management “expects,” “anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears” or other similar words or phrases. These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Results may be materially affected by factors such as: potential volatility in the capital markets and their impact on the ability to complete the proposed offering; risks associated with the Pending Acquisition, including its consummation or the successful integration of Keap with the Company; future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the Pending Acquisition by customers, competitors, suppliers and employees; conditions affecting the industry generally; and conditions in the securities market that are less favorable than expected. Except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise.

View source version on businesswire.com:

Media Contact:

Julie Murphy

Thryv, Inc.

617.967.5426

julie.murphy@thryv.com

Investor Contact:

Cameron Lessard

Thryv, Inc.

214.773.7022

cameron.lessard@thryv.com

Source: Thryv Holdings

Document and Entity Information	Oct. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2024
Entity File Number	001-35895
Entity Registrant Name	THRYV HOLDINGS, INC.
Entity Central Index Key	0001556739
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-2740040
Entity Address, Address Line One	2200 West Airfield Drive
Entity Address, Address Line Two	P.O. Box 619810
Entity Address, City or Town	D/FW Airport
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75261
City Area Code	972
Local Phone Number	453-7000
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	THRY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false