Business
Direct Digital Holdings Announces Commencement of an Offer to Purchase and Consent Solicitation Relating to its Warrants
HOUSTON, Aug. 29, 2023 /PRNewswire/ -- Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and
About this update from Direct Digital Holdings, Inc.
[{"type":"text","content":"HOUSTON, Aug. 29, 2023 /PRNewswire/ -- Direct Digital Holdings, Inc. (Nasdaq: DRCT) (\"Direct Digital Holdings\" or the \"Company\"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC (\"Colossus SSP\"), Huddled Masses LLC (\"Huddled Masses\") and Orange142, LLC (\"Orange142\"), today announced that the Company has commenced an offer to purchase (the \"Offer\") all of its outstanding publicly traded warrants (the \"Warrants\") to purchase shares of its Class A common stock, par value $0.001 per share, at a purchase price of $1.20 in cash, without interest. The purpose of the Offer is to reduce the number of shares of Class A common stock that would become outstanding upon the exercise of Warrants, thus simplifying, and providing investors and potential investors with greater certainty as to, Direct Digital Holdings' capital structure. \nDirect Digital Holdings is also soliciting consents (the \"Consent Solicitation\") to amend the Warrant Agreement, dated as of February 15, 2022 (the \"Warrant Agreement\"), by and between Direct Digital Holdings and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC (the \"Transfer Agent\"), which governs all of the Warrants, to permit Direct Digital Holdings to redeem each outstanding Warrant for $0.35 in cash, without interest, which is approximately 71% less than the price applicable to the Offer (such amendment, the \"Warrant Amendment\"). Pursuant to the terms of the Warrant Agreement, the adoption of the Warrant Amendment will require the consent of holders of at least a majority of the outstanding Warrants. In order to tender the Warrants in the Offer and receive $1.20 in cash for each of their Warrants, holders of the Warrants are required to consent to the Warrant Amendment. The Offer will be open until one minute after 11:59 p.m., Eastern Time, on September 26, 2023, unless extended or earlier terminated by Direct Digital Holdings (the \"Expiration Date\"). Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date. The Company's obligation to complete the Offer is conditioned on the tender of more than 50% of the outstanding Warrants.\nThe Offer and Consent Solicitation are being made pursuant to an Offer to Purchase dated August 29, 2023, and Schedule TO, dated August...