Delaware | | | 7374 | | | 13-2740040 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Corey R. Chivers Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax) | | | Lesley Bolger Thryv Holdings, Inc. 2200 West Airfield Drive P.O. Box 619810 DFW Airport, Texas 75261 (972) 453-7000 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
• | significant competition for our Marketing Services solutions and SaaS offerings which include companies who use components of our SaaS offerings provided by third parties; |
• | our potential inability to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets; |
• | our potential failure to manage our growth effectively; |
• | our potential failure to successfully expand our current offerings into new markets or further penetrate existing markets; |
• | our clients potentially opting not to renew their agreements with us or renewing at lower spend; |
• | our potential failure to maintain profitability; |
• | our potential failure to provide new or enhanced functionality and features; |
• | our potential failure to identify and acquire suitable acquisition candidates; |
• | internet search engines and portals potentially terminating or materially altering their agreements with us; |
• | our reliance on third-party service providers for many aspects of our business and our potential inability to maintain our strategic relationships with such third-party service providers; |
• | our, or our third-party providers’ potential inability to keep pace with rapid technological changes and evolving industry standards; |
• | our potential failure to maintain the compatibility of our Thryv platform with third-party applications; |
• | the effect of the COVID-19 pandemic on our business, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties; |
• | our inability to recover should we experience a disaster or other business-continuity problems; |
• | the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; |
• | the potential impact of future labor negotiations; |
• | our potential failure to comply with applicable privacy, security and data laws, regulations and standards; |
• | potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations; |
• | potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information or our client information; |
• | our potential failure to protect our intellectual property rights, proprietary technology, information, processes, and know-how; |
• | litigation and regulatory investigations aimed at us or resulting from our actions or the actions of our predecessors; |
• | adverse tax laws or regulations or potential changes to existing tax laws or regulations; |
• | our potential failure to meet service level commitments under our client contracts; |
• | our potential failure to offer high-quality or technical support services; |
• | aging software and hardware infrastructure; |
• | our, or our third-party service providers’ failure to manage our technical operations infrastructure; |
• | our Thryv platform and add-ons potential failure to perform properly; |
• | our outstanding indebtedness and our potential inability to generate sufficient cash-flows to meet our debt service obligations; |
• | the potential restriction of our future operations by restrictive covenants in the agreements governing our Senior Credit Facilities (as defined below); |
• | uncertainty related to the London interbank offered rate (“LIBOR”) and the potential discontinuation of LIBOR in the future; |
• | volatility and weakness in bank and capital markets; |
• | potential volatility in the public price of our shares of common stock or the failure of an active, liquid, and orderly market for our shares of common stock to be sustained; |
• | that none of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer, potentially resulting in sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, which could cause the market price of our common stock to decline; |
• | costs, obligations and liabilities incurred as a result of and in connection with being a public company; and |
• | additional factors as described in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the period ended June 30, 2021, as well as other risk factors described under the heading “Risk Factors” in any applicable prospectus supplement. |
• | Verticalized Platform. Thryv’s platform has been verticalized by industry to be a more powerful tool for SMBs through pre-set and tailored specifications, terminology and workflow most relevant to the needs of our clients. For instance, a lawyer can organize multiple cases for the same client, or a contractor can list several home-improvement jobs for the same homeowner. Tailoring the software around key vertical segments reduces friction at the point of sale, simplifies onboarding and allows the user to work smarter every day. The verticalization is integrated throughout the entire backend of Thryv’s end-to-end platform. Therefore, the verbiage, fields, tracking, services offered, labels, dropdown options, marketing campaign libraries, and all aspects of our Thryv platform are pre-configured and tailored for each industry. Thryv currently supports over 20 different industries. |
• | ThryvPay. We recently launched ThryvPay, our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service businesses that want to provide consumers safe, contactless, and fast online payment options. Less than six months after its initial launch, ThryvPay has exceeded $15 million in total payment volume with more than 30,000 transactions completed. Answering the need for a safe, contactless payments option designed for service-based businesses, ThryvPay offers competitive flat-rate processing fees and access to ACH payments, which not only saves business owners money, but provides peace of mind. It also allows users to schedule payments for ongoing services. In the G2 Spring 2021 Report, verified software users ranked Thryv as the No. 3 payment gateway for small businesses, narrowly behind Apple Pay, which holds the No. 2 position, and PayPal at No. 1. |
• | Google Integration. Our Thryv platform makes it seamless for SMBs to maximize and manage their exposure on Google by designing a single dashboard for their Google My Business listings, Google Posts, Reserve with Google, insights and analytics, incoming Google Reviews and more. Thryv also serves business owners where they spend most of their time: in their Gmail inbox. With Thryv’s Gmail email service add-on, business owners can continue using the email tool they prefer while benefiting from a more seamless business experience by syncing their Gmail and Thryv contact information. This enhancement allows Thryv clients direct access to Thryv data from within their Gmail account, so all contact information, correspondence, appointments, payments, and other information are viewable in one place. |
Issuer | | | Thryv Holdings, Inc. |
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Selling stockholders | | | The selling stockholders identified in “Selling Stockholders.” |
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Common stock offered by the selling stockholders | | | Up to 17,272,825 shares. |
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Use of proceeds | | | We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders in this offering. See “Use of Proceeds.” |
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Risk factors | | | Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 and the other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before investing in our common stock. |
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Listing | | | Our common stock is listed on The Nasdaq Capital Market under the symbol “THRY.” |
• | the number of shares of our common stock publicly owned and available for trading; |
• | overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions; |
• | actual or anticipated fluctuations in our revenue or other operating metrics; |
• | our actual or anticipated operating performance and the operating performance of our competitors; |
• | changes in the financial projections we provide to the public or our failure to meet these projections; |
• | failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors; |
• | any major change in our Board, management, or key personnel; |
• | the economy as a whole and market conditions in our industry; |
• | rumors and market speculation involving us or other companies in our industry; |
• | announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; |
• | new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber-security in the U.S. or globally; |
• | lawsuits threatened or filed against us; |
• | other events or factors, including those resulting from war, incidents of terrorism, civil unrest, or responses to these events; and |
• | sales or expected sales of our common stock by us and our officers, directors and principal stockholders, including Mudrick Capital. |
| | Number of Shares of our Common Stock Beneficially Owned Prior to This Offering | | | Number of Shares of our Common Stock that May Be Sold in This Offering | | | Number of Shares of our Common Stock Beneficially Owned After This Offering | ||||||||||
Name and address of Selling Stockholders: | | | Number | | | % | | | Number | | | % | | | Number | | | % |
Affiliates of Mudrick Capital Management, L.P.(1) | | | 9,819,040 | | | 28.9% | | | 9,819,040 | | | 28.9% | | | — | | | — |
Affiliates of GoldenTree Asset Management LP(2) | | | 3,012,595 | | | 8.9% | | | 3,012,595 | | | 8.9% | | | — | | | — |
Affiliates of Paulson & Co. Inc.(3) | | | 2,636,475 | | | 7.8% | | | 2,636,475 | | | 7.8% | | | — | | | — |
Yosemite Sellers Representative LLC(4) | | | 1,804,715 | | | 5.3% | | | 1,804,715 | | | 5.3% | | | — | | | — |
* | Represents beneficial ownership of less than 1% of total shares of common stock outstanding. |
(1) | Consists of 1,143,414 shares of common stock held of record by Blackwell Partners LLC Series A, 1,507,413 shares of common stock held of record by Boston Patriot Batterymarch St. LLC, 1,323,740 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 2,924,062 shares of common stock held of record by Mudrick Distressed Opportunity Fund Global, L.P., 285,346 shares of common stock held of record by P. Mudrick LTD, 93,414 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 2,521,409 shares of common stock held of record by Verto Direct Opportunity II, L.P. The foregoing also includes currently exercisable options held by one or more affiliates of Mudrick Capital to purchase 20,242 shares of common stock. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital Management, L.P. (“Mudrick Capital”). Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022. |
(2) | Consists of 5,678 shares of common stock held of record by Crown Managed Accounts SPC - Crown/GT Segregated Portfolio, 11,257 shares of common stock held of record by Ginkgo Tree, LLC, 79,285 shares of common stock held of record by GN3 SIP Limited, 273,952 shares of common stock held of record by GoldenTree Distressed Fund 2014 LP, 1,582,486 shares of common stock held of record by GoldenTree Distressed Master Fund 2014 Ltd., 19,020 shares of common stock held of record by GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P., 536,447 shares of common stock held of record by GoldenTree Master Fund, Ltd., 349,915 shares of common stock held of record by GoldenTree NJ Distressed Fund 2015 LP, 12,263 shares of common stock held of record by GoldenTree V1 Master Fund, L.P., 15,898 shares of common stock held of record by GT NM, L.P., 10,778 shares of common stock held of record by GTAM TS Investment LLC, 10,832 shares of common stock held of record by High Yield And Bank Loan Series Trust, 4,941 shares of common stock held of record by Louisiana State Employees Retirement System, 3,648 shares of common stock held of record by MA Multi-Sector Opportunistic Fund, LP, and 96,195 shares of common stock held of record by San Bernardino County Employees Retirement Association. |
(3) | Consists of 2,636,475 shares of common stock held of record by funds affiliated with Paulson & Co. Inc. (“Paulson”). Paulson manages the funds. In its role as manager, Paulson possesses voting and investment power over the securities that are owned by the funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the funds. The address of each of the entities and individuals explicitly named in this footnote is c/o Paulson & Co. Inc., 1133 Avenue of the Americas, New York, NY 10036. |
(4) | Mr. Stephen A. Feinberg indirectly controls Yosemite. Mr. Feinberg disclaims any beneficial ownership of the shares held by Yosemite, except to the extent of his pecuniary interest therein. Pursuant to a Pledge Agreement, dated as of June 30, 2017 (the “Indemnification Agreement”), Yosemite has granted a pledge over the shares to secure payment of certain taxes relating to UTPs for which Yosemite has indemnified the Company pursuant to the Indemnification Agreement. If Yosemite is required to pay the Company any amounts pursuant to the Indemnification Agreement, Yosemite may elect to pay such amounts in cash and/or shares. The address of the entity explicitly named in this footnote is c/o Cerberus Capital Management L.P, ATTN: Office of the General Counsel, 875 Third Ave., 11th Floor, New York, NY 10022. |
• | on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale, including Nasdaq; |
• | in the over-the-counter market; |
• | in transactions otherwise than on these exchanges or services or in the over-the-counter market; |
• | through the writing or settlement of options or other hedging transactions, whether the options are listed on an options exchange or otherwise; |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | a debt-for-equity exchange; |
• | privately negotiated transactions; |
• | settlement of short sales entered into after the effective date of the registration statement of which this prospectus forms a part; |
• | broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021; |
• | Our Quarterly Reports on Form 10-Q for the quarters ended March, 31, 2021 and June 30, 2021, filed with the SEC on May 13, 2021 and August 11, 2020, respectively; |
• | Our Current Reports on Form 8-K, filed with the SEC on March 2, 2021, May 13, 2021 and May 19, 2021; |
• | Our Definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Stockholders filed with the SEC on April 28, 2021; and |
• | The description of our common stock contained in our Form 8-A filed on September 22, 2020, including any amendment to that form that we may file in the future for the purpose of updating the description of our common stock. |
Item 14. | Other Expenses of Issuance and Distribution. |
| | Amount Paid or to be Paid | |
SEC registration fee | | | $67,120 |
FINRA filing fee | | | 92,782 |
Printing fees and expenses | | | 10,000 |
Legal fees and expenses | | | 200,000 |
Accounting fees and expenses | | | 50,000 |
Transfer agent and registrar fees and expenses | | | 5,000 |
Miscellaneous expenses | | | 75,098 |
Total | | | $500,000 |
Item 15. | Indemnification of Officers and Directors. |
Item 16. | Exhibits and Financial Statement Schedules |
(a) | Exhibits: |
Exhibit No. | | | Description |
| | Share Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on March 2, 2021) | |
| | Fourth Amended and Restated Certificate of Incorporation of Thryv Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on September 24, 2020) | |
| | Second Amended and Restated Bylaws of Thryv Holdings, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed the SEC on September 24, 2020) | |
| | Warrant Agreement, dated August 15, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 1, 2020). | |
| | Officer’s Certificate delivered pursuant to the Warrant Agreement, dated November 17, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 1, 2020). | |
| | Pledge Agreement, dated June 30, 2017, by and between Yosemite Sellers’ Representative LLC and Thryv Holdings, Inc. (incorporated by reference to Exhibit 4.13 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 1, 2020). | |
| | Opinion of Weil, Gotshal & Manges LLP (incorporated by reference to Exhibit 5.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 19, 2021). | |
| | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Thryv Holdings, Inc. | |
| | Consent of Ernst & Young LLP, Independent Auditors for Sensis Holdings Limited. | |
| | Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). | |
| | Power of Attorney (included on signature to the Company’s Registration Statement on Form S-1, filed with the SEC on May 19, 2021). |
* | Filed herewith. |
(b) | Financial Statement Schedules |
Item 17. | Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act, as amended, or the Securities Act. |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date |
(5) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | THRYV HOLDINGS, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Joseph A. Walsh | ||||
| | | | Name: | | | Joseph A. Walsh | ||
| | | | Title: | | | Chief Executive Officer |
Signature | | | Title |
/s/ Joseph A. Walsh | | | Chief Executive Officer, President and Director (Principal Executive Officer) |
Joseph A. Walsh | | ||
| | ||
/s/ Paul D. Rouse | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Paul D. Rouse | | ||
| | ||
* | | | Chairman and Director |
Jason Mudrick | | ||
| | ||
* | | | Director |
Amer Akhtar | | ||
| | ||
* | | | Director |
Bonnie Kintzer | | ||
| | ||
* | | | Director |
Ryan O’Hara | | ||
| | ||
* | | | Director |
John Slater | | ||
| | ||
* | | | Director |
Lauren Vaccarello | | ||
| | ||
* | | | Director |
Heather Zynczak | |
*By: | | | /s/ Joseph A. Walsh | | ||
| | Joseph A. Walsh | | | ||
| | Attorney-In-Fact | | |
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