IRONSOURCE LTD. Item 1.01 Entry into a Material Definitive Agreement.
The Merger Agreement
On
The Merger Agreement and the transactions contemplated thereby have been unanimously approved by the Board of Directors of TBA (the "Board") and the board of directors of the Company.
The pro forma equity valuation of the Company upon the consummation of the
transactions contemplated by the Merger Agreement (the "Transactions") is
expected to be approximately
On the Closing Date and immediately prior to the consummation of the Mergers and
the sale of shares to the
Following such recapitalization (but before the Mergers), if the Company
determines, after consulting with TBA, that the amount of freely usable cash
proceeds to be released to TBA from TBA's trust account is greater than the
Company's capital needs (such amount of freely usable cash to be no less than
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Following the recapitalization, (a) immediately prior to the First Merger, each Class B ordinary share of TBA will be cancelled automatically and converted into one Class A ordinary share of TBA and (b) after giving effect to the foregoing and in connection with the First Merger, each Class A ordinary share of TBA issued and outstanding will be converted automatically into one Company Class A Ordinary Share.
The Company Ordinary Shares to be received by Sponsor and certain directors and officers of TBA will be subject to the transfer restrictions described below under the heading "Sponsor Agreement". The Company Ordinary Shares held by certain of the Company's current shareholders, including Company Management, will be subject to the transfer restrictions described below under the heading "Shareholder Rights Agreement" and "Shareholder Support Agreements".
The Transactions are targeted to be consummated in the second quarter of 2021, after the required approval by the shareholders of TBA and the shareholders of the Company, as well as the fulfillment or waiver of certain other conditions as described below.
After the consummation of the Transactions, the current officers of the Company will remain officers of the Company. The size of the board of directors of the Company will be increased and one director will initially be designated by the Sponsor.
Representations, Warranties and Covenants
The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties contained in the Merger Agreement will not survive the closing of the Transactions, other than in the event of fraud.
The Merger Agreement contains additional covenants of the parties, including, among others, covenants providing for (a) the parties to carry on their respective businesses in the ordinary course consistent with past practice through the closing of the Transactions, (b) TBA and the Company being prohibited from soliciting or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative transactions, (c) TBA and the Company to cooperate to prepare (and for the Company to file with the Securities and . . .
Item 7.01 Regulation FD Disclosure.
On
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is the investor presentation dated
Furnished herewith as Exhibit 99.3 is a transcript of a webcast first posted on
Furnished herewith as Exhibit 99.4 is a transcript of an investor call first
posted on
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The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of TBA under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 or Exhibit 99.4.
Item 8.01 Other Events. PIPE Investment Agreements
On
As of the date hereof, issuance or sale of the Company Class A Ordinary Shares
in connection with the Investment Agreements and Secondary Purchase Agreements
has not been registered under the Securities Act. The Company has agreed, within
30 calendar days after the consummation of the Transactions, to file with the
The foregoing summary of the Investment Agreements is qualified in its entirety by reference to the text of the Investment Agreements, the form of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
Shareholder Rights Agreement
Upon the consummation of the Mergers, Sponsor will become a party to the Second Amended and Restated Shareholder Rights Agreement, by and among the Company and certain shareholders of the Company, pursuant to which Sponsor and such other shareholders will be entitled to certain customary registration rights, including, among other things, demand, shelf and piggy-back rights, subject to cut-back provisions. Pursuant to the Shareholder Rights Agreement, Sponsor and other shareholders of the Company will agree, in connection with the exercise of any registration rights, not to sell, transfer, pledge or otherwise dispose of Company Ordinary Shares or other securities exercisable therefor for certain time periods specified therein.
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The foregoing summary of the Shareholder Rights Agreement is qualified in its entirety by reference to the text of the Shareholder Rights Agreement, the form of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
Incentive Equity Plan
The Company has adopted an incentive equity plan reserving an initial pool of 7,300,000 Company Class A Ordinary Shares (subject to adjustment in connection with certain events described in the plan, include share splits and other recapitalization transactions) for grants thereunder. The Company will amend that plan in connection with the consummation of the Transactions.
Employee Share Purchase Plan
Prior to the effectiveness of the Registration Statement, the Company will adopt an employee share purchase plan to assist eligible employees of the Company and its subsidiaries to acquire Company Class A Ordinary Shares at a purchase price of not less than 85% of the fair market value of such shares, as determined pursuant to the plan. The employee share purchase plan reserves an initial pool of 1,352,460 Company Class A Ordinary Shares (subject to adjustment in connection with certain events described in the plan, include share splits and other recapitalization transactions) for issuance and sale thereunder.
Additional information
This Current Report on Form 8-K (this "Report") relates to a proposed
transaction between the Company and TBA. In connection with the proposed
transaction, the Company intends to file a registration statement on Form F-4
that will include a proxy statement of TBA in connection with TBA's solicitation
of proxies for the vote by TBA's shareholders with respect to the proposed
transaction and a prospectus of the Company. The proxy statement/prospectus will
be sent to all TBA shareholders and the Company and TBA will also file other
documents regarding the proposed transaction with the
Investors and security holders will be able to obtain free copies of the
registration statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
Participants in Solicitation
The Company and TBA and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from TBA's shareholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph.
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Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between TBA and ironSource. All statements other than statements of historical facts contained in this Report, including statements regarding ironSource's, TBA's or the combined company's future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, ironSource's or TBA's expectations concerning the outlook for their or the combined company's business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company. Forward-looking statements also include statements regarding the expected benefits of the proposed transaction between ironSource and TBA.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of TBA's securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the shareholders of TBA and ironSource, the satisfaction of the minimum trust account amount following redemptions by TBA's public shareholders and the receipt of certain governmental and regulatory approvals, (iii) the lack of a third party valuation in determining whether to pursue the . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofMarch 20, 2021 , by and amongThoma Bravo Advantage , ironSource Ltd., Showtime Cayman and Showtime Cayman II. 10.1 Shareholder Support Agreement, dated as ofMarch 20, 2021 , by and amongThoma Bravo Advantage , ironSource Ltd. and the shareholders of ironSource Ltd. party thereto. 10.2 Sponsor Support Agreement, dated as ofMarch 20, 2021 , by and amongThoma Bravo Advantage , ironSource Ltd.,Thoma Bravo Advantage Sponsor, LLC ,Leslie Brun ,James Cameron McMartin andPierre Naudé . 10.3 Form of Investment Agreement. 10.4 Form of Second Amended and Restated Shareholder Rights Agreement. 99.1 Joint Press Release, dated as ofMarch 21, 2021 . 99.2 Investor Presentation. 99.3 Webcast Transcript. 99.4 Investor Call Transcript. * The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). TBA agrees to furnish supplementally a copy of any omitted schedule to theSEC upon its request.
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