8-K
filed June 21, 2024, 7:59 PM ET
CIK 0001838672
M&A
confidence high
sentiment neutral
materiality 0.95
AdTheorent Holding Company, Inc.: M&A transaction — AdTheorent acquired by Cadent for $3.21/share; stock delisted from Nasdaq
AdTheorent Holding Company, Inc.
- Merger completed June 21, 2024; shareholders receive $3.21 per share all-cash, total consideration ~$324M.
- AdTheorent common stock ceased trading and delisted from Nasdaq; Form 15 filed to suspend SEC reporting.
- Board replaced: eight prior directors removed; Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano, Gregory Coleman appointed.
- CEO James Lawson signed Transition Services Agreement to remain President of AdTheorent through Dec 31, 2024.
- Company warrants: exercise price temporarily reduced to $2.74 for 30 days post-close, then reverts to $11.50.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alexandre Goulet was appointed as Director at AdTheorent Holding Company, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shuangxiu Yu departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vineet Mehra departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric Tencer departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas Troiano was appointed as Director at AdTheorent Holding Company, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Brassard was appointed as Director at AdTheorent Holding Company, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Samuel Nasso was appointed as Director at AdTheorent Holding Company, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ben Tatta departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Black departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kihara Kiarie departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory Coleman was appointed as Director at AdTheorent Holding Company, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Danielle Qi departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Lawson departed as Director at AdTheorent Holding Company, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AdTheorent Holding Company, Inc. underwent a change of control involving Cadent, LLC for approximately $324 million (closed 2024-06-21).
- Action
- change of control
- Counterparty
- Cadent, LLC
- Consideration
- approximately $324 million
- Closing
- 2024-06-21
Exact text from the filing
corporation and a wholly-owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $324 million. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions and subordinated debt financing provided by certain
View on SEC.gov
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