MarketWise, Inc. (NASDAQ: MKTW) (“MarketWise” or the “Company”), a
leading multi-brand digital subscription services platform
providing premium financial research, software, education, and
tools for self-directed investors, today announced that it has
commenced an exchange offer (the “Offer”) and consent solicitation
(the “Consent Solicitation”) relating to its outstanding (i) public
warrants to purchase shares of Class A common stock of the Company,
par value $0.0001 per share (the “Class A common stock”), which
warrants trade on The Nasdaq Global Market under the symbol
“MKTWW”(the “public warrants”), and (ii) private placement warrants
to purchase shares of Class A common stock (the “private placement
warrants” and, together with the public warrants, the “warrants”).
The purpose of the Offer and Consent Solicitation is to simplify
the Company’s capital structure and reduce the potential dilutive
impact of the warrants, thereby providing the Company with more
flexibility for financing its operations in the future.
Exchange Offer and Consent Solicitation
Relating to Warrants
The Company is offering to all holders of the
warrants the opportunity to receive 0.1925 shares of Class A common
stock in exchange for each outstanding warrant tendered by the
holder and exchanged pursuant to the Offer. Pursuant to the Offer,
the Company is offering up to an aggregate of 5,963,648 shares of
its Class A common stock in exchange for the warrants.
Concurrently with the Offer, the Company is also
soliciting consents from holders of the warrants to amend the
warrant agreement that governs all of the warrants (the “Warrant
Agreement”) to permit the Company to require that each warrant that
is outstanding upon the closing of the Offer be exchanged for
0.17325 shares of Class A common stock, which is a ratio 10% less
than the exchange ratio applicable to the Offer (such amendment,
the “Warrant Amendment”). Pursuant to the terms of the Warrant
Agreement, all except certain specified modifications or amendments
require the vote or written consent of holders of at least 50% of
each of the outstanding public warrants and the outstanding private
placement warrants. Parties representing approximately 57.9% of the
outstanding public warrants and approximately 52.4% of the
outstanding private placement warrants have agreed to tender their
public warrants and private placement warrants (as applicable) in
the Offer and to consent to the Warrant Amendment in the Consent
Solicitation, pursuant to a tender and support agreement.
Accordingly, because holders of approximately 57.9% of the
outstanding public warrants and approximately 52.4% of the private
placement warrants have agreed to consent to the Warrant Amendment
in the Consent Solicitation, if the other conditions of the Offer
are satisfied or waived, then the Warrant Amendment will be
adopted. The offering period will continue until 11:59 p.m.,
Eastern Time, on September 14, 2022, or such later time and date to
which the Company may extend (the “Expiration Date”), as described
in the Company’s Schedule TO and Prospectus/Offer to Exchange (each
as defined below). Tendered warrants may be withdrawn by holders at
any time prior to the Expiration Date.
The Offer and Consent Solicitation are being
made pursuant to a prospectus/offer to exchange, dated August 17,
2022 (the “Prospectus/Offer to Exchange”), and Schedule TO, dated
August 17, 2022 (the “Schedule TO”), each of which have been filed
with the U.S. Securities and Exchange Commission (the “SEC”) and
more fully set forth the terms and conditions of the Offer and
Consent Solicitation.
The Company’s Class A common stock and public
warrants are listed on The Nasdaq Global Market under the symbols
“MKTW” and “MKTWW,” respectively. As of August 17, 2022, there were
(i) 27,933,763 shares of Class A common stock outstanding, (ii)
291,092,303 shares of the Company’s Class B common stock, par value
of $0.0001 per share (the “Class B common stock”), outstanding, and
(iii) a total of 30,979,993 warrants outstanding, including
20,699,993 public warrants and 10,280,000 private placement
warrants. Assuming all warrant holders tender their warrants for
exchange in the Offer, the Company would expect to issue up to
5,963,648 shares of Class A common stock, resulting in 33,897,411
shares of Class A common stock outstanding (an increase of
approximately 21%) and 291,092,303 shares of Class B common stock
outstanding for a total issued share capital of 324,989,714 shares
of common stock (an increase of approximately 2%), and no public or
private placement warrants outstanding.
The Company has engaged BofA Securities as the
dealer manager for the Offer and Consent Solicitation (the “Dealer
Manager”). Any questions or requests for assistance concerning the
Offer and Consent Solicitation may be directed to BofA Securities
at:
BofA SecuritiesNC1-004-03-43200 North College
Street, 3rd floorCharlotte NC 28255-0001Attn: Prospectus
DepartmentEmail: dg.prospectus_requests@bofa.com
D.F. King & Co., Inc. has been appointed as
the information agent for the Offer and Consent Solicitation (the
“Information Agent”), and Continental Stock Transfer &
Trust Company has been appointed as the exchange agent (the
“Exchange Agent”).
Important Additional Information Has
Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer
to Exchange will be available free of charge at the website of the
SEC at www.sec.gov. Requests for documents may also be directed to
the Information Agent at (888) 605-1958 (for warrant holders) or
(212) 269-5550 (for banks and brokers) or via the following email
address: marketwise@dfking.com. A registration statement on Form
S-4 relating to the securities to be issued in the Offer has been
filed with the SEC but has not yet become effective. Such
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a
solicitation of an offer to sell the warrants or an offer to sell
or a solicitation of an offer to buy any shares of Class A common
stock in any state in which such offer, solicitation, or sale would
be unlawful before registration or qualification under the laws of
any such state. The Offer and Consent Solicitation are being made
only through the Schedule TO and Prospectus/Offer to Exchange, and
the complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Schedule TO and Prospectus/Offer
to Exchange.
Holders of the warrants are urged to read the
Schedule TO and Prospectus/Offer to Exchange carefully before
making any decision with respect to the Offer and Consent
Solicitation because they contain important information, including
the various terms of, and conditions to, the Offer and Consent
Solicitation.
None of the Company, any of its management or
its board of directors, or the Information Agent, the Exchange
Agent, or the Dealer Manager makes any recommendation as to whether
or not holders of warrants should tender warrants for exchange in
the Offer or consent to the Warrant Amendment in the Consent
Solicitation.
About MarketWise
Founded with a mission to level the playing
field for self-directed investors, today MarketWise is a leading
multi-brand subscription services platform providing premium
financial research, software, education, and tools for
investors.
With more than 20 years of operating history,
MarketWise is currently comprised of 11 primary customer facing
brands, offering more than 180 products, and serving a community of
approximately 16 million free and paid subscribers. MarketWise’s
products are a trusted source for high-value financial research,
education, actionable investment ideas, and investment software.
MarketWise is a 100% digital, direct-to-customer company offering
its research across a variety of platforms including mobile,
desktops, and tablets. MarketWise has a proven, agile, and scalable
platform and our vision is to become the leading financial
solutions platform for self-directed investors.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws,
including statements regarding the expected timing of the Offer and
Consent Solicitation. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions, but
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this press release, including, but not limited to
those described under the section entitled “Risk Factors” in the
Company’s Registration Statement on Form S-4, filed August 17,
2022, as such factors may be updated from time to time in the
Company’s periodic filings with the SEC, which are accessible on
the SEC’s website at www.sec.gov.
New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements we may make. In light of these risks, uncertainties and
assumptions, the forward-looking events and circumstances discussed
in this press release may not occur and actual results could differ
materially and adversely from those anticipated.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and we assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise.
We do not give any assurance that we will achieve our
expectations.
MarketWise Investor Relations ContactJonathan
Shanfield - MarketWise Investor RelationsJamie Lillis - Solebury
Trout(800) 290-4113ir@marketwise.com
MarketWise Media
ContactEmail: media@marketwise.com
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