8-K

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) (January 6, 2021)

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 DFW Airport, Texas	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	Nasdaq Capital Market

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 7.01. Regulation FD Disclosure.

On January 6, 2021, Thryv Holdings, Inc. (the “Company”) issued a press release announcing that it is in discussions to acquire Sensis Holding Limited, a provider of marketing solutions serving small and medium-sized businesses in Australia. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. The Company is also furnishing other information provided to potential debt financing sources regarding the potential transaction, attached hereto as and incorporated herein by reference to Exhibit 99.2.

The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the 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 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. The following exhibits are filed with this document:

Exhibit Number Description

99.1	Press release, dated January 6, 2021, issued by Thryv Holdings, Inc.
99.2	Financing Presentation, dated January 6, 2021.

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: January 6, 2021	By:	/s/ Paul D. Rouse
	Name:	Paul D. Rouse
	Title:	Chief Financial Officer, Executive Vice
		President and Treasurer

EX-99.1

Exhibit 99.1

Thryv, Inc. to expand international footprint with intent to acquire Australia’s Sensis Holdings

Provides access to 2.3 million small businesses

Sensis is Australia’s leading small business digital solution provider

DALLAS, January 6, 2021 Thryv Holdings, Inc. (NASDAQ:THRY), the provider of Thryv^® software, the end-to-end client experience platform for small businesses, today announced it is in discussions to acquire Sensis Holding Limited, Australia’s leading provider of marketing solutions serving small to medium-sized businesses (SMBs).

“Sensis represents an extraordinary international expansion opportunity,” said Thryv CEO and President Joe Walsh. “Sensis is a highly respected national player that has long helped Australia’s small businesses to market themselves successfully.”

The acquisition will allow Australia’s entrepreneurs to run their businesses smarter by using Thryv.  Australia is experiencing a digital revolution and SMBs are embracing tools to adapt to a rapidly changing landscape. Australia boasts 2.3 million SMBs, which Thryv will target with its small business software. The acquisition will also bring more than 100,000 existing Sensis clients under the Thryv Inc. banner, many of which are ideal candidates for the Thryv SaaS platform.

“Our success in the U.S. in helping small businesses optimize their operations, coupled with an Australian market that is digitizing, gives us confidence that expanding internationally is a natural step in our long-term growth strategy,” Walsh said. “As we work with ‘unclouded’ businesses, those who have yet to adopt cloud-based software, we know we can create great value for small businesses. The pandemic has hampered small businesses, which are vital to the global economy and local communities, particularly in Australia where many small businesses are just beginning to invest in technology.

“This is a tremendous opportunity to deploy our Thryv SaaS platform and ensure businesses are staying connected with their end customers. Sensis is a world class company with a seasoned and savvy management team led by CEO John Allan, and we are confident that this team, as our partners, will deliver tremendous value to Australia’s SMBs. We believe purchasing companies such as Sensis represents an efficient way for us to scale rapidly and will result in enhanced value for our stakeholders.”

Other SaaS companies are not experienced in maximizing cash flow and profitability of a business like Sensis, but Thryv is uniquely qualified in this arena because of its prior experience in delivering accretive acquisitions, and moving clients to Thryv’s SaaS platform will further maximize the value of the Australian assets. The Thryv team has demonstrated how to manage an existing business while reducing debt, methodically delivering SaaS solutions, and converting customers. This provides an attractive Customer Acquisition Cost for our software offering.

Sensis CEO John Allan said the potential acquisition benefits both companies from a financial, customer and organizational alignment perspective.

“Businesses in Australia know they have to build a better and more integrated presence, including contactless transactions,” said Allan. “There is strong community support to see small businesses succeed and we believe Thryv’s software will be a critical component for local businesses across Australia.

“The scale, knowledge and proven offerings Thryv software brings will enable us to set ourselves apart in servicing the Australian SMB market. A greater take-up of technology is good for the Australian economy as a whole.”

Joe Walsh added, “Partnering with John and his team as Thryv expands into Australia ensures local market knowledge and the world class execution for which his team is known.”

 The company’s previously issued outlook for fiscal year 2020 remains unchanged.

Other Information

The Company furnished today on Form 8-K other information that is being provided to potential debt financing sources regarding the potential transaction.

No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement or other binding commitment, that any proposed transaction will be consummated, or as to the terms of any such proposed transaction, which may differ from the terms disclosed herein. Any transaction would be subject to the approval of the two companies’ boards, regulatory and other approvals as well as other customary conditions.

Non-GAAP Measures

In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains non-GAAP financial measures including Adjusted EBITDA. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects 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 provides an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry.

Forward Looking Information

Some statements included in this release constitute forward-looking statements. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “project”, “outlook” and similar statements of a future or forward-looking nature identify forward-looking statements. Statements regarding the potential acquisition are forward-looking statements. You should not relyon forward-looking statements, as they are not guarantees of future performance. Forward-looking statements provide current expectations with respect to our financial performance and future events with respect to our business and industry in general. Forward-looking statements are based on certain assumptions and include any statement that does not directly relate to any historical or current fact. 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: risks that no agreement will be reached regarding the potential acquisition, that we will not be able to raise financing for the transaction or that if a transaction is reached the conditions will not be satisfied; risks related to the COVID-19 pandemic, the Company’s ability to maintain adequate liquidity to fund operations; the Company’s future operating and financial performance; 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. 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. 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.For additional information regarding known material factors that could cause our results to differ from its projected results, please see our filings with the SEC, including our Quarterly Report on Form 10-Q. Copies of filings made with the SEC are available at www.sec.gov.

About Sensis

Sensis, whilst being well known for its White Pages and Yellow Pages, has been transitioning to digital platforms and marketing under the leadership of CEO John Allan for the past 6 years. Whilst Sensis still publishes print directories, which are particularly strong in regional markets, it’s the move into digital platforms and marketing services that are the growth engine of the Company. Connect, which helps enterprise, mid-market and SMBs manage their content across over 30 digital publishers was introduced two years ago is now the leading SaaS platform for over 10,000 Australian businesses. Sensis also boasts a significant digital marketing services capability and in 2019 was Microsoft Advertising Asia Pacific Channel Partner of the Year and winner of the Growing Businesses Online category at the Google Premier Partner Awards and was Microsoft Advertising Global Partner of the Year for 2020. Find out more at sensis.com.au.

About Thryv Holdings, Inc.

The company owns the easy-to-use Thryv® end-to-end customer experience software built for small business that helps over 40,000 SaaS clients with the daily demands of running a business. With Thryv, they can get the job, manage the job and get credit. Thryv’s award-winning platform provides modernized business functions, allowing small-to-medium-sized businesses (SMB) to reach more customers, stay organized, get paid faster and generate reviews. These include building a digital customer database, automated marketing through email and text, updating business listings across the internet, scheduling online appointments, sending notifications and reminders, managing ratings and reviews, generating estimates and invoices and processing payments.

Thryv supports franchise operators and multi-location business owners with Hub by Thryv™, a software console that enables businesses managers to oversee their operations using the Thryv software.

Thryv also connects local businesses to consumer services through our search, display and social media management products, our print directories featuring The Real Yellow Pages® tagline, and our local search portals, which operate under the DexKnows.com®, Superpages.com® and Yellowpages.com URLs and reach some 35 million monthly visitors. For more information about the company, visit thryv.com.

Thryv delivers business services to more than 300,000 SMBs across America that enable them to compete and win in today’s economy.

Learn more about Thryv on LinkedIn and Medium.

Media Contact:

Chris Fogarty

FMC

+61 (0) 420 928 824

Chris@fmcchange.com

Paige Blankenship

Thryv, Inc.

972.453.3012

paige.blankenship@thryv.com

Investor Contact:

Cameron Lessard

Thryv, Inc.

214.773.7022

cameron.lessard@thryv.com 

KJ Christopher

Thryv, Inc.

972.453.7068

KJ.Christopher@thryv.com

###

EX-99.2

Exhibit 99.2

 InvestorPresentation  January 2021 

 Important Disclosures  2  This Presentation (the "Presentation") is being furnished with respect to a potential acquisition (the "Potential Transaction”) by Thryv Holdings, Inc. and its subsidiaries and/or affiliates (“Thryv” or the "Company") of Sensis Pty Limited and its subsidiaries. This Presentation has been assembled by the management of the Company. The sole purpose of this Presentation is to provide background on the Company to potential investors. The Company expressly disclaims any liability to any recipient in connection with such information or any transaction with the Company, including the Potential Transaction. This Presentation includes certain forward-looking statements, including, without limitation, statements concerning the Potential Transaction, the conditions of our industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as ‘‘anticipates,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘seeks,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘expects,’’ and similar projections to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties and risks (some of which are beyond the Company’s control) and changes in circumstances or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Please see our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and our subsequent reports filed with the U.S. Securities and Exchange Commission for further description of such uncertainties and risks. Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of any such changes, new information, subsequent events or otherwise.Market data and industry information used throughout this Presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources. All of the market data and industry information used in this Presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the information included in this presentation is generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation to take (or refrain from taking) any particular action. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein.None of Wells Fargo Securities, LLC, the Company, their respective affiliates or respective employees, directors, officers, contractors, advisors, members, successors, representatives or agents makes any representation or warranty (expressed or implied) in respect of the accuracy, completeness or fair presentation of any information or any conclusion contained herein, and none shall have any liability for any such representations contained in, or for any omissions from, this Presentation or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Company. The information contained in this Presentation should not be assumed to have been updated at any time subsequent to the date shown.This Presentation is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities of Thryv Holdings, Inc. or Sensis Pty Limited in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this Presentation contains non-GAAP financial measures including: adjusted EBITDA, adjusted EBITDA margin, and Free Cash Flow. The non-GAAP financial information is presented for supplemental informational purposes and is 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 Appendix for reconciliations of the non-GAAP financial measures used in this Presentation to the most comparable GAAP financial measures.We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects 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 an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. 

 Management Team  3  Joe WalshCEO and President  Gordon HenryChief Strategy Officer  Paul Rouse Chief Financial Officer  KJ ChristopherAsst. VP - Investor Relations, Treasury & Tax 

 4  Agenda  Key Investment Highlights  2  3  Financial Overview  4  Appendix  5  Thryv Snapshot  1  Transaction Overview 

 5  Transaction Overview  1 

 Transaction Overview  6  Thryv Holdings, Inc., NASDAQ: THRY, (“Thryv” or the “Company”) is in discussions to acquire Sensis Pty Ltd, a leading Australian print and digital marketing services company (“Sensis” or the “Target”), for a purchase consideration of AU$ 260 million (Approx. US$ 195 million)1The Company is currently in discussions with various financing sources to fund the acquisitionThe Sensis acquisition would expand Thryv’s international presence through the simple integration of a well-run, high-margin asset with a proven Australian management teamCurrently, the acquisition is anticipated to close in Q1’2021  Based on AUD / USD exchange rate of 0.75; subject to customary purchase price adjustments 

 7  Thryv Snapshot  2 

 Thryv – Leading SMB Marketing Solutions Provider   8  Leading provider of local small and medium business (“SMB”) marketing services and management softwareThe Company’s solutions include:Marketing Services: lead generation tools comprising branded print yellow pages, digital directories and a portfolio of search-based marketing solutions SaaS: Small business management software platform that offers an all-inclusive, flexible operating solutionThryv is a nationwide platform, and has one of the largest physical sales forces in the country with long-standing relationships in thousands of local communities  LTM 9/30 Revenue by Business  Coast-to-Coast Footprint      54%FCF conversion    ~1,150Total Sales Related Employees 2    48States of operation    Dallas, TXHQ    ~2,350Employees 2    $1.2bnLTM Revenue     $423mmLTM Adj. EBITDA 1    35%LTM Adj. EBITDA Margin 1    ~350,000Clients  Thryv Standalone    Marketing ServicesSaaS    Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. See reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure in the AppendixAs of September 30, 2020Note: FCF conversion is UFCF as a % of Adj. EBITDA 

   2018 – Present  A Strong History Of Value Creation  9  Merger formed one of the largest local marketing solutions companies.Geographic focus on the Northeast, Midwest, Mountain and West regions.  Current management joined Dex Media.Strategic focus on controlling variable costs and building digital marketing.   Launched DexHub (now called Thryv Platform) – a local business automation platform. Restructured balance sheet, emerged 1.5x levered.     Note: On July 15, 2019, DexYP announced corporate name change to Thryv Holdings, Inc.Pro forma for acquisition of YP on June 30, 2017  2013 Super Media / DexOne Merger  2014 – 2015Management  2016Dex Hub  2017Acquisition  Acquisition of YP Holdings.Acquisition created a nation-wide platform and unlocked hundreds in millions of dollars of cost synergies.YP Holdings substantially integrated with significant cost synergies realized within 18 months.  Highly FCF generative business.Thryv has generated over $1.2bn1 in cumulative FCF from 2017 thru Q3 2020Fully integrated acquisitions.Built and grew SaaS products and services.~40% CAGR over last 4 yearsCurrent management team has led strong financial performance through business transition.Publicly listed equity on the NASDAQ Capital Market on October 1, 2020. 

 Full Suite Of Marketing Solutions Today  10  Note: LTM ending Q3 2020 net revenue and client counts. Clients may purchase multiple products and therefore be counted multiple times   Marketing Services  SaaS  ;/  Revenue: $127mm (11% of total)Clients: 44k  Add-Ons  Small business management software platform that offers an all-inclusive, flexible operating solution  Platform  Add-ons such as integrated lead generation/management, SEO tools, and other services     Print LTM Revenue: $508mm (42% of total)Clients: 285kPaid placement in official telco-branded print yellow page directories tailored to each local market  Internet Yellow Pages (IYP) LTM Revenue: $294mm (24% of total)Clients: 145kSubscription-based display ads and online local business listings services  Search Engine Marketing (SEM)LTM Revenue: $184mm (15% of total)Clients: 21kPaid placement in search engine results  Presence/OtherLTM Revenue: $95mm (8% of total)Clients: 42kOnline Listings Management, Websites, Display Ads and Search Engine Optimization (SEO), along with Video and other legacy digital products 

     Sustained Demand For Yellow Pages  11  1,786 active directories50+ million in total distribution190 pages on average per directory285k print clients3.8bn references, representing over 90% of industry total  Only national branded print directory provider in USOfficially branded with telecommunication providersMain products are display ads, in-column ads, listings and awareness (cover advertising)Current management has simplified the offering (reducing SKUs from 1,681 to 7), re-designed directories to be more appealing in each local market, and begun long-lifing the book to manage churn/marginTargeted delivery through US mail and 3rd party vendorsOnly player of scale provides:Higher share of usageDeclining cost per leadImproved retentionHigher share of spend  Key Highlights  Overview  Revenue  Cost  Profits  $9.43  $1.21  $8.22 (87%)  Per Copy (9M 2020 Average)   Customers predominantly sign 15 month contracts for ads in The Real Yellow Pages 

 Las Vegas Case Study  Who Uses The Print Yellow Pages?  12  55+ age demographicSuburban and more rural areasSingle-family homeownersMotivated buyer / requires immediate services  Typical Users  Source: 2018 LSA Local Media Tracking Study, National Results, Dec. 2018An index of 100 respondents represents the average for the population. For example, based on the table above, Yellow Pages users are 15% more likely to be in the 55-64 age bracket  Targeted Distribution Strategy Reaches the Right Audience  

 Yellow Pages are Highly Relevant to Service BusinessesCater to consumers who are ready to spend money on a service Delivers coverage and purchase-ready audience at reasonable a priceStrong marketing strategy should include Print Yellow PagesOf those who reference an ad in the Print Yellow Pages and make a purchase, 32% are new customers to that business72% of consumers contact an advertiser after referencing the Print Yellow Pages. Of those, 87% made a purchase or were likely to do so and 50% made a purchase     Key Verticals  Vertical  % Billings  % Clients  Building Contractors  12.0%  11.3%  Legal Services  7.3%  5.7%  Auto Repair & Service  4.8%  5.1%  Dentists  4.2%  4.2%  Materials, Equipment & Supplies  4.0%  3.2%  Physicians & Surgeons  3.6%  3.3%  Home Repair & Maintenance  3.6%  4.0%  Heating & Air Conditioning Contractors  2.9%  2.2%  Financial Services  2.8%  2.9%  Pet & Animal Services  2.6%  2.8%  All Other  52.2%  55.2%  Why Companies Advertise In The Print Yellow Pages…  13  Source: Company ManagementTotal calls extrapolated based on 2019 print call tracking penetration at 12%    Calls Generated(12 Months Active)  184,904  CPL  $24.97  Calls Generated(12 Months Active)  13,072  CPL  $1.15  Calls Generated(12 Months Active)  116,253  CPL  $24.89  Case Study: Local Franchises Tangible Results From The Real Yellow Pages     Print OnlyJanuary 2019 – December 2019  Total Calls to Thryv Print Customers 1    38,048,104  Cost Per Lead(CPL)   $28  Known and Quantifiable Results  Thryv assigns unique phone number enabling tracking of leads generated from printProvides customers with quantifiable yield in adsLeads delivered by Print Yellow Pages ads are higher in qualityConsumers who call businesses from a Print Yellow Pages reference are ready to pay for a service, they are not browsing 

   Internet Yellow Pages (IYP) Overview  14  Clients  OverviewOwns and operates three branded web and mobile properties (dexknows.com, superpages.com, and yp.com)Generates revenue by charging SMBs for advertisements and priority placements~35 million monthly visitsVast majority of visitors are accessed through Google, Yahoo, and other search enginesAlthough all print customers get free placement on IYP, majority of clients (~60%) pay for priority placement and ads on IYPExtended Search Solutions (ESS) enables SMBs to buy ads on an extended network of over 50 directory websitesExtended distribution allows for greater scale and better organic Google visibility at a lower CPL  Vertical  % Billings  % Clients  Building Contractors  12.0%  11.3%  Legal Services  7.3%  5.7%  Auto Repair & Service  4.8%  5.1%  Dentists  4.2%  4.2%  Materials, Equipment & Supplies  4.0%  3.2%  Physicians & Surgeons  3.6%  3.3%  Home Repair & Maintenance  3.6%  4.0%  Heating & Air Conditioning Contractors  2.9%  2.2%  Financial Services  2.8%  2.9%  Pet & Animal Services  2.6%  2.8%  All Other  52.2%  55.2%  Note: Visitors based on July 2020 through October 2020    Product  Extended Distribution  Owned & Operated      ~335m Monthly Visits  ~35m Monthly Visits  Thyrv IYP Cost Per Lead vs. Google1   Thryv IYP CPL Discount to Google CPL                88%  88%  91%  82%  90%  79%  72%  86%  Est Google CPL2    YP IYP CPL    Significantly more cost effectiveIYP offers an attractive value propositionHigh quality leads because consumers who search on IYPs are deep in the “purchase funnel” and are ready to buyCompetitive relative cost per lead given niche, local-business focus  Google cost per lead (CPL) can be 5−10x higher than IYP  Source: Google, WordStreamNumbers represent a proxy using a blended average of Denver, Salt Lake City, Los Angeles, Raleigh, and San Antonio as the sample cities in May 2019.Includes management fee of 50%-markup to Google wholesale CPL reflecting the typical vendor markup charged to the SMB client. 

 Organic Search Traffic  How Does IYP Generate Value For SMBs?  15  SEM Spend (TAC 1)  ESS Ad Spend (TAC)  SEM Driven IYP Traffic    Organic Traffic    Purchased Traffic    Leads Marketplace  Leads from ESS Spend  Leads From YP.com  Leads  Leads  TAC: Traffic Acquisition Costs  Enhanced Visibility On Major Search Engines  Direct Page Views  Partner Network  In 2020, Thryv was Yelp’s largest channel partner  

 SaaS Product Overview  16  Fast Growing Local Business Management SoftwareThryv is an End-to-End Client Experience Platform 

 Thryv vs. CompetitorsSaaS  17  We believe Thryv is the most comprehensive solution on the market and is tailored to work effectively for a diverse set of industry verticals.  Flexible technology stack leveraging proprietary code and best-of-breed 3rd party vendors 

 Thryv Is The Category Leader Of An Early Stage But Rapidly Developing Market  18  Add-ons range from $99 to $10,000+ Note: Average pricing shown 

 COVID-19 Business Impact  19        Financial  Industry  Current Situation  Small business America will see impactsContinue to position Thryv as trusted SMB partnerGrants issued via our Thryv Foundation  Marketing Services holding steady Print insulated by LT contractsSaaS sales accelerating during pandemic  Anticipate relatively minor impact to overall financial performance in 2020Cash collections monitored weekly and tracking to plan for 9M 2020 periodExpect significant positive free cash flow for 2020  Thryv 

 20  Key Investment Highlights  3 

 21  Key Investment Highlights  High Growth & Profitable Proprietary SaaS Platform  Predictable Print Industry With Significant Runway Despite Headwinds  Strong Free Cash Flow Generation With History Of Deleveraging  Attractive Accretive Acquisition  Flexible Cost Structure Supports Sustainable Margins   Experienced Management Team With Proven Track Record Of Execution   1  2  3  4  5  6 

   22  Local sales canvass generally close 60 to 90 days prior to publicationCanvass lengths run from a few weeks up to multiple monthsSales cycle 12−15 monthsProvide protection in economic downturn  Percent of Expected Print Revenue Under Contract for Calendar Year 2021    Note: As of November 2020  Predictable Print Industry With Significant Runway Despite Headwinds  1  Sales canvass process allows for strong visibility into future revenues. 

 23  Even as revenue per copy declines beyond 2019, cost per copy is expected to remain relatively stableHighly variable cost structure ~87% variable margin per copy printedProvides a long runway of highly profitable print operationsProfitability preserved as distribution scope is narrowedManagement has decades of experience and a proven track record of optimizing the print business  Revenue & Cost Per Printed Copy1  Revenue and cost per copy reflect economics on books. Costs include paper, printing, and distribution for directories  Print Yellow Pages EBITDA Margins  84.2%  % Margin Per Copy  86.3%  87.1%  Predictable Print Industry With Significant Runway Despite Headwinds  1 

 24        Flexible Cost Structure With Sustainable Margins  Not adjusted for ASC 606Pro forma for YP acquisition that occurred on June 30, 2017Note: For non-GAAP reconciliation please see AppendixSource: Public Filings, Moody’s Credit Reports, S&P Credit Reports  46.8%  39.9%  Thryv has a highly variable cost structure which enables management to balance profitability with investment in SaaSSince the YP acquisition, Thryv has been able to expand marginsManagement believes it can continue generating strong EBITDA margins for many years (even while investing in SaaS)Competitors’ financial performance demonstrates that high margins are achievable in this industry even at much smaller scale (closest competitors generate higher margins despite being roughly one-fourth the size of Thryv)There is no structural difference between Thryv’s business and competitors’ businesses (except SaaS)Thryv generates lower margins than certain peers (despite much greater scale) due to conscious investment in SaaS  1, 2   Thryv Historical Margin Expansion  Long Runway for Continued Strong Margins  2  EBITDA Margin  1, 2  

 25        Resilient Cash Flows Amidst Global Pandemic  Despite the economic shutdown and uncertainty caused by COVID-19, monthly free cash flow remained strong as a result of the geographic and industry diversity of the Company’s customer base and highly variable cost structureConsistent cash flow generation in the first nine months of 2020Two months of negative cash flow due to timing of select annual contract payments, pension contributions, bonuses and quarterly interest payments paid in January 2020 and April 2020  2 

 26  Realization of steady growth in quarterly SaaS billings   Note: Actual billings from Q1 2016 to Q3 2020   Quarterly Billings ($MM) (FY2016 – FY2020)  Market migration towards cloud servicesEstablished customer base that we believe is ripe for upsellingOnly ~10% of legacy customers have converted thus far~40% CAGR (2016-2020E)Strategically positioned to resume growthBrief period of stagnation driven by decision to introduce (then discontinue) introductory level offerings at low pricesDiscontinuation of low price offerings has resulted in ARPU expansion and stabilization of baseQ3’20 represents an inflection point as billings have resumed growth  3  High Growth & Profitable Proprietary SaaS Services 

 27  3  Mix shift towards upmarket SaaS clients driving higher engagement and lower churn  High Growth & Profitable Proprietary SaaS Services 

 28  3  Despite its recent launch, Thryv has achieved comparable scale to more established and higher profile competitors.  Note (a): Thryv clients presented as of Q2 2020Note (b): Peer information is based on publicly available informationNote (c): Horizontal axis reflects years since launch; vertical axis reflects number of current subscribers based on recent publicly available information  High Growth & Profitable Proprietary SaaS Services  10 Years  8 Years  19 Years  5 Years  14 Years  19 Years  6 Years 

 29  Significant free cash flow generation provides company with the flexibility to prudently manage businessCapital structure managed through emphasis on use of free cash flow towards debt repaymentSince 2017, the company has generated cumulative free cash flow of $1.2 billion through Q3’20Free Cash Flow as a % of Net Revenue consistently in high-teen % range  Free Cash Flow, a non-GAAP measure, is defined as net cash provided by operating activities less cash expenditures for additions to fixed assets and capitalized software. See reconciliation of Free Cash Flow to its most directly comparable GAAP measure in the AppendixPro forma for YP acquisition that occurred on June 30, 2017  4  Strong Free Cash Flow Generation With History Of DeleveragingAll Data In US$ In Millions   2 

 30    Thryv has repaid ~$1 billion of debt since 2016  Note: Net Leverage as defined in the Thryv Inc. Credit Agreement  4  Stock buyback  YP Acquisition  ($453)  ($411)  Debt Payments  Strong Free Cash Flow Generation With History Of Deleveraging  Thryv has a history of responsibly using its excess balance sheet capacity to pursue strategic actions for the benefit of its stakeholdersIn December 2016, entered into an ABL revolving credit facility to reduce cost of capitalIn June 2017, executed the transformative and highly synergistic acquisition of YP HoldingsIn December 2018, recapitalized the balance sheet to fund a buyback of the Company’s equityWhenever the Company elects to bring leverage up in connection with a transaction, management’s focus is on deleveraging quickly thereafter 

     31  Annual Net RevenueAU$ 343 million (US$ 247 million) for fiscal year ended June 2020Adjusted EBITDAAU$ 161 million (US$ 116 million); margin 47% for fiscal year ended June 2020 (AU$ 162 million or US$ 107 million2 for LTM ended September 30, 2020)  Sensis is a leading provider of digital and print directories, digital marketing services, information management and data services to more than 130,000 businesses in Australia.Headquartered in Melbourne with 600 employees, and sales presence in all states and territories.  Note: U.S. and Australia equivalents as of 6/30/2020 (Converted to USD utilizing spot AUD / USD exchange rate of 0.72)Based on AUD / USD exchange rate of 0.75; subject to customary purchase price adjustmentsConverted to USD utilizing monthly average AUD / USD exchange rate of 0.66  Proposed Transaction    Transaction Structure & Considerations  Total Value of AU$ 260 million (Approx. US$ 195 million), on a cash free, debt free basis1  Management   John Allan (current CEO of Sensis) will remain as country manager and report to Joe Walsh  Remaining Process Milestones  Finalization of purchase agreementCompletion of debt financing  Company Overview  5  Attractive Accretive AcquisitionSensis Acquisition Overview 

 32  Source: FY June 2020 Financial Reports.Gross revenue (before deducting customer credits)Net of Yellow Pages and White Pages Claims  Products & Services:Approx. 6.4 million print directories in circulation into ~60% of Australian householdsDigital directory platforms with approx. 6 million unique visitors per monthPresence management tools with 13,000 locationsData Solution business with over 250 customers and data on 13 million consumers  Selected Highlights:Strong business overlapWhite Pages represents stickier customer base than Print Yellow PagesOpportunity to sell SaaS products and platform internationally    Revenue  AU$166m  AU$65m  AU$111m  ~ AU$7m  AU$343m  Parent Company  Divisions  Business Units  Products & Services  Total 2  1  5  Attractive Accretive Acquisition 

         33  Expands Thryv InternationallyProvides access to market of 130k SMBsLess highly-penetrated market than U.S.  Simple IntegrationSensis is already a well-run asset with mid 40’s% marginsEnglish-speaking countryAustralian business is substantially similar to Thryv’s Marketing Services business  Favorable purchase price of approximately 1.6x FY2020 EBITDA based on Audited Financials  Initial cost savings of AU$10 millionSignificant revenue synergy opportunity from SaaS cross-sell (upside from Thryv’s investment case model that assumes only modest benefits)  5  Attractive Accretive AcquisitionSensis Transaction Rationale 

 34  Transformed Yellowbook (now Hibu) from a small telephone directory publisher to nation’s premier provider of SMB solutions Grew revenue from $38 million to $2 billionLed sale of Yellowbook to BT in 1999 for $665 millionLed turn around of Cambium, an educational technology company, increasing share price from ~$0.70 to greater than $14.50Generated 2x increase in enterprise value at Apple and Eve, resulting in successful sale to Lassonde Industries Transformed Deluxe Corp into a provider of internet marketing services for 700K+ SMBsSuccessfully integrated YP Holdings and increased company’s EBITDA margins by ~20 pointsRapidly grew Thryv and Thryv Marketing revenue from inception to $137 million in less than five yearsHistorical track record of achieving or exceeding targets for EBITDA generation and deleveragingSuccessfully executed Direct Listing on NASDAQ exchange  Joe walsh  Gordon henry  Paul rouse  Kj christopher  Chief Executive Officer & President  Chief Strategy Officer  Chief Financial Officer  Assistant Vice President – Investor Relations, Treasury & Tax  CEO since October 2014Previously, served as CEO and chairman of Walsh PartnersPrior President and CEO of YellowbookCo-founded IYP Publishing and served as vice president of sales at DataNational until joining Yellowbook in 1987  Previously was the vice president and general manager at Deluxe CorpChief marketing officer for YellowbookReceived his Bachelor of Arts from Yale University and his MBA from the Wharton School at the University of Pennsylvania   Previously was the Chief Financial Officer for Apple and EvePrior to Apple and Eve, Paul was the vice president of finance, corporate and business development and treasurer of YellowbookBegan his career at JP Morgan in international internal audit and at Ernst & Young in public accounting   Previously was a Director at PwC leading teams on multi-million dollar engagementsKJ has twenty years of experience in finance, tax, M&A in the technology, financial services and consumer markets industries  Accomplishments  6  Experienced Management With Proven Track Record Of Execution  

 35  Financial Overview  4 

 Thryv Historical Financials − Marketing Services Net RevenueAll Data In US$ In Millions  36  Marketing Services segment declining due to industry headwinds in Print and increased competition in DigitalPrint remains strong within target demographicIYP is a highly profitable and unique digital asset, which management is working to stabilizeTraffic has already rebounded and is posting year-over-year growth in September and October across the Thryv IYP platformsSEM is a highly competitive service with low margins. Thryv provides the service, but it is not an emphasis for managementFocus on maintaining profitability, extracting maximum cash flow, and migrating users onto ThryvExpected to result in stickier and more recurring revenue streams 

 Thryv Historical Financials − SaaS Net RevenueAll Data In US$ In Millions  37  SaaS segment growing rapidly due to industry tailwinds and product innovationRecurring revenue stream with increasing penetration of an underpenetrated TAMSome fluctuation in 2019 driven by strategic move to introduce lower-priced SaaS products. However, these products have since been discontinuedThe impact of these strategic shifts was felt in 2020 as the lower-value Thryv units remain in the subscriber base (though are a decreasing share each month)As these lower-value units decline and Thryv sells higher value units, churn has been stabilizing and ARPU has risen throughout 2020SaaS revenue grew low single digits in Q3. Management publicly guided to SaaS revenue growth in Q4Positive momentum is being built in 2021 and beyond  ~40% CAGR FY16 – LTM 9/30/20 

 Thryv Historical Financials − Adjusted EBITDA 1All Data In US$ In Millions  38  Print and IYP business’s high, sustained Adjusted EBITDA margins, driven through variable cost structure of the businessSaaS business benefits from a combination of shifted focus to uptier clients and scaling of operationsCommoditized SEM business largely shifting towards proprietary Thryv Marketing platform  Marketing Services  25.8%  35.8%  36.3%  38.1%  SaaS  (9.0%)  (5.6%)  9.5%  8.9%  Thryv Inc.  24.7%  31.3%  33.9%  35.0%  Adjusted EBITDA Margin  2, 3  Adjusted EBITDA is a non-GAAP measure. See reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure in the AppendixNot adjusted for ASC 606Pro forma for YP acquisition that occurred on June 30, 2017 

     46.8%  Sensis Financial Overview  39  Net Revenue  Revenue trends in-line with industry, with White Pages outperforming Print Yellow PagesHigher Adjusted EBITDA margins in-line with industry trendsLow capital expenditure supports significant free cash flow generation  Note: FYE June 30. Net Revenues inclusive of Yellow Pages and White Pages Claims and does not total gross segment revenues; Financial metrics converted to USD on a historical basisDigital Marketing Services includes SEM, SEO, Websites, Social Advertising and Digital DisplayAdjusted EBITDA is EBITDA excluding redundancy costs, restructuring costs and sponsor related expenses. Adjusted EBITDA is a non-GAAP measure. See reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure in the Appendix  1  2  $347  $282  $247 

 40  Appendix  5 

 Thryv Adjusted EBITDA ReconciliationAll Data In US$ In Millions  41  Not adjusted for ASC 606Pro forma for YP acquisition that occurred on June 30, 2017 

 Thryv Key Credit SummaryAll Data In US$ In Millions  42  Not adjusted for ASC 606Includes pro forma impact of YP acquisition that occurred on June 30, 2017Adj. EBITDA as a % of total net revenue 

 Sensis Adjusted EBITDA ReconciliationAll Data In US$ In Millions  43  Note: Financials converted to USD based on historical exchange ratesSource: PwC QoE and Due Diligence Report as of December 21, 2020; Sensis Audited Financial Statements; Sensis Management  

 Sensis Key Credit SummaryAll Data In US$ In Millions  44  Note: Financials converted to USD based on historical exchange ratesSource: PwC QoE and Due Diligence Report as of December 21, 2020; Sensis Audited Financial Statements; Sensis Management  

 45  Quarterly Billings vs. Reported Revenue 

 Organizational Structure  46  Note: Pro forma for Sensis acquisition  Thryv, Inc.(Delaware)  Thryv International Holding, LLC (Delaware)  Thryv Holdings, Inc. (Delaware)(NASDAQ: THRY)  Thryv Small Business Foundation(Delaware)  Thryv Australia Pty Ltd (Australia)  Thryv Parabolica Limited (Malta)       81.66%  18.34%  Thryv International Treasury Limited (Malta)     Thryv Becketts Limited (Malta)  Sole Member  LEGEND          Corporation/LLC/Partnership  Disregarded Entity  Wholly Owned (100%)  Partially Owned (as specified)  Sensis Pty Ltd(Australia)