Sec Form 13D Filing - Drahi Patrick filing for Outbrain Inc. (OB) - 2025-02-10

1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg

The principal business of each of Next Alt, Next Luxembourg and Next Luxembourg Management GP is to serve as a holding company in connection with Mr. Drahi's private investments. The principal business of each of Altice Teads, Altice International, Altice Luxembourg and Altice Group Lux is to serve as a holding company within the Altice group, a convergent leader in telecommunications.

None of the Reporting Persons nor, to the best of their knowledge, any of their Covered Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons nor, to the best of their knowledge, any of their Covered Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Set forth on Exhibit 99.6 attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the "Covered Persons"), and the business address and present title of each of the Covered Persons, and is incorporated herein by reference. Except as otherwise designated in Exhibit 99.6, none of the Covered Persons is a citizen of the United States of America. Except as otherwise disclosed herein, none of the Covered Persons beneficially own Common Stock.

On August 1, 2024, Outbrain, Altice Teads and TEADS, a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of Altice Teads ("Teads"), entered into a Share Purchase Agreement (as amended by Amendment No. 1 on February 3, 2025, the "Share Purchase Agreement"), pursuant to which Outbrain agreed to acquire, via certain of its subsidiaries, all of the issued and outstanding share capital of Teads, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (the "Transaction").In accordance with the Share Purchase Agreement, on February 3, 2025 (the "Closing Date"), at the closing of the Transaction (the "Closing") and as consideration for the shares of Teads held by Altice Teads, Outbrain paid to Altice Teads $625 million, subject to certain customary adjustments, and issued 43.75 million shares of Common Stock to Altice Teads.The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement and Amendment No. 1 to the Share Purchase Agreement, copies of which are attached as Exhibit 99.2 and 99.3, respectively, to this Schedule 13D and incorporated by reference into this Item 3.

The Reporting Persons acquired the securities described in this Schedule 13D at the Closing as described in Item 3. The information in Item 3 and Item 6 of this Schedule 13D is incorporated by reference into this Item 4.The Reporting Persons hold the securities of the Issuer for general investment purposes. Subject to the terms of the agreements referenced in this Schedule 13D, the Reporting Persons may, at any time and from time to time, retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law and other restrictions, including the terms of the agreements referenced in this Schedule 13D, at any time and from time to time, to dispose of some or all of the shares of the Common Stock or other securities of the Issuer that they may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs).Except as otherwise disclosed in this Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any of such actions as any of them may deem necessary or appropriate in the future.

For each Reporting Person, see the comment section and row (13) for the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned. The percentage used in this Schedule 13D is calculated based on the quotient obtained by dividing (a) the 43,750,000 shares of Common Stock issued at the Closing on February 3, 2025 by (b) the sum of (i) the 43,750,000 shares of Common Stock issued at the Closing on February 3, 2025 and (ii) the 49,649,359 shares of Common Stock outstanding as disclosed in the Quarterly Report on Form 10-Q of the Issuer filed with the SEC on November 7, 2024.The securities reported on this Schedule 13D are held directly by Altice Teads. Altice Teads is a direct, wholly owned subsidiary of Altice International (except for one share that is held by Altice Luxembourg). Altice International is a direct, wholly owned subsidiary of Altice Luxembourg. Altice Luxembourg is a direct, wholly owned subsidiary of Altice Group Lux. Next Alt owns 91.33% of the outstanding shares of Altice Group Lux. Next Luxembourg owns all of the outstanding share capital of Next Alt. Patrick Drahi owns all of the outstanding limited partnership units of Next Luxembourg. Next Luxembourg Management GP is the general partner of Next Luxembourg. Finally, Patrick Drahi owns all of the outstanding share capital of Next Management GP. Consequently, Altice International, Altice Luxembourg, Altice Group Lux, Next Alt, Next Luxembourg, Next Luxembourg Management GP and Patrick Drahi may be deemed to share beneficial ownership of all of the securities of the Issuer beneficially owned by Altice Teads.

See rows (7) through (10) for each Reporting Person for the number of shares of Common Stock to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

Except as described in Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. The transaction described in this Item 5(c) will be reported on a Form 3 filed on or about the date hereof with the SEC pursuant to Section 16 of the Act and will be available on the SEC's website at www.sec.gov. The information reported in the filing is expressly incorporated herein.

No other person is known by the Reporting Persons or by the Reporting Persons' executive officers or directors as listed on Schedule I hereto to have the right to receive or the power to direct the receipt from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.

Not applicable.

The information contained in Item 3 and Item 4 of this Schedule 13D is incorporated by reference into this Item 6. The following contracts or arrangements are also in place with respect to the securities of the Issuer.Stockholders AgreementOn the Closing Date, in connection with the Closing and as contemplated by the Share Purchase Agreement, Outbrain and Altice Teads entered into a stockholders agreement (the "Stockholders Agreement") and, in accordance with the Stockholders Agreement, the size of Outbrain's Board of Directors was increased by two persons. As promptly as practicable following the Closing, two designees of Altice Teads - Dexter Goei and Mark Mullen - will be appointed to the Outbrain Board, subject to the completion of customary designation and confirmation procedures (the "Altice Designees").The Stockholders Agreement provides, subject to certain limitations and procedures, that (i) until Altice Teads and its affiliates cease to hold at least 25% of the total voting power of the outstanding capital stock of Outbrain, Altice Teads has the right to nominate two directors to the Outbrain Board (one of which must be unaffiliated with Altice Teads and must qualify as an independent director pursuant to the requirements of the Nasdaq Stock Market) and (ii) for so long as Altice Teads and its affiliates hold at least 10% (but less than 25%) of the total voting power of the outstanding capital stock of Outbrain, Altice Teads will have the right to nominate one director to the Outbrain Board. Additionally, commencing on the three-year anniversary of the Closing Date, Altice Teads will have the right to nominate three directors to the Outbrain Board until such time as it and its affiliates cease to own at least 30% of the total voting power of the outstanding capital stock of Outbrain.Subject to certain exceptions, the Stockholders Agreement provides that, for so long as Altice Teads and its affiliates hold in the aggregate at least 15% of the total voting power of the outstanding capital stock of Outbrain, Altice Teads and each of its affiliates shall take such action at each meeting of the stockholders of the Company or any class thereof as may be required so that all of the Common Stock beneficially owned by Altice Teads and/or by any of its affiliates is voted in the same manner as recommended by the Outbrain Board.Under the terms of the Stockholders Agreement, for so long as Altice Teads and any of its affiliates that hold Common Stock hold in the aggregate at least 15% of the total voting power of the outstanding capital stock of Outbrain, each of Altice Teads and such of its affiliates will be subject to customary standstill restrictions with respect to Outbrain. The Stockholders Agreement also provides for certain restrictions on the transfer of the Common Stock acquired by Altice Teads at the Closing.Registration Rights AgreementOn the Closing Date, in connection with the Closing and as contemplated by the Share Purchase Agreement, Altice Teads and Outbrain entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which Outbrain agreed to provide the holders of Altice Registrable Securities (as defined in the Registration Rights Agreement), including all shares of Common Stock held by Altice Teads, with customary demand and piggyback registration rights.Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships with respect to the securities of the Issuer between any of the Reporting Persons and any other person or entity.The foregoing description of the Stockholders Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement and Registration Rights Agreement, copies of which are attached as Exhibits 99.4 and 99.5, respectively, to this Schedule 13D and incorporated by reference into this Item 6.

24.1: Power of Attorney for Altice Teads S.A., Altice International S.a r.l., Altice Luxembourg S.A., Altice Group Lux S.a r.l., Next Alt S.a r.l., Next Luxembourg S.C.Sp, Next Luxembourg Management GP S.a r.l. and Patrick Drahi, dated as of February 10, 2025.99.1: Joint Filing Agreement, dated as of February 10, 2025.99.2: Share Purchase Agreement, dated as of August 1, 2024, by and among Altice Teads S.A., Teads S.A. and Outbrain Inc. (incorporated by reference to Exhibit 2.01 of the Issuer's Current Report on Form 8-K filed on August 1, 2024).99.3: Amendment No. 1 to Share Purchase Agreement, dated as of February 3, 2025, by and among Altice Teads S.A. and Outbrain Inc. (incorporated by reference to Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed on February 3, 2025).99.4: Stockholders Agreement, dated as of February 3, 2025, by and between Altice Teads S.A. and Outbrain Inc. (incorporated by reference to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed on February 3, 2025).99.5: Registration Rights Agreement, dated as of February 3, 2025, by and between Altice Teads S.A. and Outbrain Inc. (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed on February 3, 2025).99.6: Citizenships of Covered Persons, dated as of February 10, 2025.