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Los Angeles, CA, February 24, 2022 (GLOBE NEWSWIRE) – via NewMediaWire – Troika Media Group, Inc. (Nasdaq: TRKA):
Converge Direct, LLC and its affiliates (collectively, “Converge”) generated $ 300 million in revenue and $ 23 million in the year ended December 31, 2021, adjusted for EBITDA.
Combined adjusted EBITDA of more than $ 27 million by 2022.
Significantly increases with adjusted earnings per share.Â
Following the close, the majority of combined business revenues are expected to be recurring.
Margins per customer relationship have increased without a significant increase in operating costs, with positive customer outcomes stemming from deeper customer engagement.
Consolidated cost synergies of more than $ 2 million are expected in the first year after closing.
Singer Fitzgerald & amp; Co. Troika Media Group, Inc. is acting as the sole debt settlement agent. related to the transaction for the company.
The troika is committed to the majority of the purchase price as a senior secured credit service.
Converge’s Purchasing (“Purchasing”) creates a global brand, marketing, digital advertising, experience, analytics-as-service (SAS) and SaaS technology company with a unique customer base. .
Purchasing adds a proprietary business intelligence platform, Helix, which gives customers an advantage in maximizing consumer interactions and customer engagement.
The acquisition significantly accelerates the Troika’s business model transformation strategy and positions the Company for future growth and expanding margins.
After-sales services and industry footprints provide a broader revenue base due to minimal customer overlap.
Troika Media Group, Inc. (Nasdaq: TRKA) (“TMG” or “Company”), a brand consulting and marketing innovation firm that provides integrated branding and marketing solutions for global brands, announced today that it has signed a definitive purchase. agreement (“Purchase Agreement”) for the acquisition of a major independent marketing and purchasing business by Converge Direct LLC and its affiliates (collectively, “Converge”) for $ 125 million (in the “Purchase” group). ). The purchase was unanimously approved by the Board of Directors and most of the shareholders in Troika and Converge. The transaction is expected to close on or before March 15th if you meet the usual closing requirements.
Since its inception in 2006, Converge and its affiliates have grown to $ 300 million in annual revenue and $ 23 million in adjusted annual EBITDA, which ended December 31, 2021. Converge provides customer acquisition services through a variety of interaction channels in the digital, offline, and emerging media sectors. Converge uses a business intelligence focus on its media strategy, planning and purchasing to achieve its customers ’purchasing goals and KPIs to achieve scale, efficiency and / or timely delivery. Converge’s proprietary solutions and HELIX’s smart business software provide customers with the best possible customer access. Converge’s 85 full-time employees are expected to join the Troika when the purchase closes, and the combined company will have about 200 full-time employees.
The troika has signed a binding purchase agreement to acquire Converge for a total of $ 125 million. The troika will finance the transaction with new debt financing, limited equity support and closing cash. The troika is committed to the majority of the purchase price as a senior secured credit service.
Upon completion, Converge’s senior management will enter into long-term employment agreements and take an active leadership role in the combined business. Tom Marianacci, Founder and CEO of Converge, will continue to be the CEO of Converge Entities and will be an advisor to the Troika Council. Other members of Converge’s Executive Leadership Group have agreed to join the Troika to monitor the Troika’s strategy, growth and leadership.
Singer Fitzgerald & amp; Co. he is acting as the sole agent for the debts.
EF Hutton is serving as financial advisor and Davidoff Hutcher & amp; Citron LLP is acting as legal counsel for the Troika.
“We are very pleased and excited to be able to combine our two great businesses and take advantage of our collective resources and specializations to accelerate profitable growth,” said Robert Machinist, President and CEO of the Troika. â € œTroika has a deep and long history with major global brands that build trust and promote the commitment of our customers and fans. Acquiring Converge will put us in a sweet spot for the growth of digital content, data and digital media, which is moving from brand awareness and testing to large-scale testing. With strong growth in growth, strong margins, and significant shareholder interest in combined entities, we believe this transaction will deepen and expand our digital customer offering.
Tom Marianacci, Founder and CEO of Converge, said: A common focus on digital transformation, focusing on performance-based marketing, proven data, technology and scaling, and leverage the Troika to build on the deep customer base and brand-building experience over the decades to offer companies a wide range of new revenue opportunities.
Credible strategic and financial benefits
Converge Direct, LLC and its affiliate media management service, is the business of performance marketing and customer acquisition. The company offers additional services, such as advertising strategy and personalized advertising campaigns, using its proprietary SaaS technology platform, HELIX. The company is headquartered in Bedford Hills, New York, with offices in New York, New York and San Diego, California. The company serves a wide range of end-market customers: financial services, consumer products, healthcare and amp; insurance, travel and leisure, education, media and entertainment, home improvement, fitness and welfare, and legal services.
Troika Media Group is an extreme branding solution company that creates near and long-term value for global brands in entertainment, sports and consumer products. By applying emerging technology, data science and global creativity, TMG helps brands deepen their relationship with their audience and fans during their consumer journey and build brand equity. Customers include Apple, Hulu, Riot Games, Belvedere Vodka, Unilever, UFC, Platoon, CNN, HBO, ESPN, Wynn Resorts and Casinos, Tiffany & amp; Co., IMAX, Netflix, Sony, Yahoo and Coca-Cola. For more information, visit www.thetmgrp.com
Some of the statements in this press release are non-historical, forward-looking statements that reflect current management expectations, assumptions, and calculations of future performance and economic conditions, with risks and uncertainties that could result in material results differing materially. statements made here. Forward-looking statements can generally be identified using forward-looking terminology, such as “think”, “expect”, “might”, “look”, “want”, “need”, “plan”, “intend”. “condition”, “purpose”, “see”, “potential”, “anticipate” or “predict” or its negative or comparable terminology, or discussion of strategy or objectives or other future events or circumstances. , or effects. In addition, forward-looking statements in this note include, but are not limited to, the impact of the current COVID-19 pandemic, which may restrict access to, and develop, the Company’s facilities, customers, management, support staff, and professional advisors. and the provision of advanced voice and data communication systems, the demand for the Company’s products and services, the ability to hire and retain management, technical, and sales personnel in the United States and around the world. Further information on the factors that may affect the Company’s results and future statements is provided in the documents prepared with the Company’s SEC. The forward-looking statements contained in this press release are effective as of the date of this press release, and the Company disclaims any intent or obligation other than that required by law to update or revise future statements as a result. new information, future events or other.