TheStreet, Inc. (Nasdaq: TST), a leading financial news and information company, today announced that it has entered into a definitive purchase agreement (the “Agreement”) to sell its institutional business units, The Deal and BoardEx (the “B2B Business”), for $87.3 million to Euromoney Institutional Investor PLC (“Euromoney”), the global business information and events group. The Agreement was unanimously approved by TheStreet’s Board of Directors (the “Board”) upon recommendation of the special committee of independent directors. The decision to sell the institutional business is part of the Board’s ongoing review of strategic alternatives to enhance shareholder value.
The Company expects that a substantial portion of the net proceeds from the sale will be distributed to TheStreet’s stockholders. The Board is evaluating the various ways to complete this distribution, including, among other factors, the timing and amount of such distribution.
“The primary goal of our Board and management team has always been to maximize shareholder value, and the sale of our B2B business to Euromoney is a unique opportunity to do just that,” said David Callaway, President and Chief Executive Officer. “Our Board decided this was the best path to maximize value following our recent sale of RateWatch.”
The Deal and BoardEx, which reported revenue of $23.8 million in 2017, has offices located in New York, London, Wisconsin, Washington DC, San Francisco and Chennai, India. TheStreet acquired The Deal in 2012 and BoardEx in 2014.
Following the close of the sale of the B2B Business, the Company will continue to execute on its business plan of providing exceptional coverage of the financial markets with a focus on subscription revenue. The Company’s consumer businesses, led by its namesake website, TheStreet.com, houses premium subscription products that target varying segments of the retail investing public. The Company has reported improving metrics for its B2C subscription business over the last few quarters including an increase in new orders, average price, bookings, conversion and renewal rates. The Board will also continue to explore strategic alternatives for its consumer business.
The Company also expects to reduce its public company costs and corporate overhead following closing of the sale of its B2B Business given the reduction in overall headcount and operations. With that in mind, David Callaway, the Company’s current Chief Executive Officer, has announced his intention to resign following the completion of the transaction. The Company will then be led by Eric Lundberg as Chief Executive Officer, who will also continue his role as Chief Financial Officer, and Margaret de Luna, current President of the Company’s consumer business, who will assume the role of President and Chief Operating Officer.
Jim Cramer, Founder and Director, remarked, “The Company is in a better place since Dave took over and we thank him for his contributions and efforts. I have full confidence in Eric and Margaret’s ability to manage the consumer business on a standalone basis and I look forward to continuing to build upon our recent success while the Board explores strategic opportunities for the Company.”
The sale of the B2B Business is subject to the approval of a majority of the outstanding shares of common stock in TheStreet under Delaware law and is expected to be submitted for stockholder approval in the first quarter of 2019. No other regulatory approvals are expected to be required to complete the transaction and no dissenters or appraisal rights are triggered by the transaction.
Moelis & Company LLC acted as the sole financial advisor to TheStreet on the transaction. Orrick, Herrington & Sutcliffe LLP acted as legal advisor to TheStreet.
Conference Call
TheStreet management will hold a conference call for investors this morning, Thursday, December 6, 2018 at 9:00 a.m. EST. To participate in the call, please dial 877-830-2649 (domestic) or 785-424-1824 (international). The conference code is 4291735.
