TRAVELZOO (TZOO): M&A transaction — Travelzoo closes $15M stock sale to largest shareholder, triggering change of control

TRAVELZOO

Issued 3.41M shares at $4.40/share to Azzurro Capital (Ralph Bartel trust) raising $15M; shareholder approval Dec 28, closed Dec 30, 2022.
Consideration: $1M cash, $4.75M promissory note due June 30, 2023, and transfer of all MTE stock via merger.
Azzurro’s stake increased from 36.6% to 50.3%, giving the Ralph Bartel 2005 Trust control.
Ralph Bartel resigned as director of Travelzoo and its subsidiaries effective Closing Date.
Shares issued under Section 4(a)(2)/Reg D with restrictive legend; investor represented investment intent.

item 3.02 item 5.01 item 5.02 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Ralph Bartel

director

TZOO · TRAVELZOO

Effective: 2022-12-30
Filed: January 5, 2023, 6:59 PM ET

Ralph Bartel resigned as a director of the Company and its subsidiaries.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Ralph Bartel resigned as director at TRAVELZOO.

Action: resigned
Role: director

Exact text from the filing

Ralph Bartel resigned as a director of the Company and its subsidiaries.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TRAVELZOO underwent a change of control.

Action: change of control

Exact text from the filing

As a result of the consummation of the transactions stipulated by the SPA, a change of control of the Company occurred, whereby the Investor’s shareholdings in the Company increased from approximately 36.6% to 50.3%.

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TRAVELZOO filing history →

Source: SEC EDGAR

accession 0001140361-23-000631

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