--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-070243" form_type: "8-K" ticker: "TBCH" cik: "0001493761" company_name: "Turtle Beach Corp" filed_at: "2024-03-18T23:59:59+00:00" generated_at: "2026-06-04T15:01:30.858473+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Turtle Beach acquires PDP for $118M; announces $30M tender offer at $13.75-$15.00/share ## Summary - Acquired PDP, a gaming accessories leader, for $118M enterprise value (3.45M shares + ~$79.9M cash). - Transaction closed immediately; expected to be accretive; combined revenues $390-$410M in first 12 months. - Pro forma combined Adj. EBITDA for 2024 expected $51-$54M; post-synergy PDP EBITDA multiple 4.7x. - Commences modified Dutch auction tender offer for up to $30M of stock at $13.75-$15.00/share (25% premium). - Appoints Cris Keirn as permanent CEO; adds David Muscatel (Diversis Capital) to board. ## SEC filing metadata - accession: 0001193125-24-070243 - form_type: 8-K - ticker: TBCH - cik: 0001493761 - company_name: Turtle Beach Corp - filed_at: 2024-03-18T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 5.02, 2.01, 2.03, 3.02, 3.03, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/d806415d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-070243 - JSON: https://secwatch.observer/filing/0001193125-24-070243.json - Plain text: https://secwatch.observer/filing/0001193125-24-070243.txt ## Key facts - Debt Financings Turtle Beach Corp incurred term loan of $50 million with Blue Torch Finance, LLC at SOFR plus 8.25% per annum for SOFR Loans if the total net leverage ratio is grea maturing March 13, 2027. - Instrument: term loan - Principal: $50 million - Counterparty: Blue Torch Finance, LLC - Rate: SOFR plus 8.25% per annum for SOFR Loans if the total net leverage ratio is grea - Maturity: March 13, 2027 - Event: incurrence source text: On March 13, 2024, the Company entered into a new financing agreement (the “Term Loan Financing Agreement”) by and among the Company, Voyetra Turtle Beach, Inc., a Delaware corporation, as borrower (“VTB”), VTB Holdings, Inc., a Delaware corporation, each subsidiary of the Company listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto, and Blue Torch Finance, LLC, a Delaware limited liability company (“the “Term Agent”), as administrative agent and collateral agent (“Blue Torch”), pursuant to which Blue Torch made a loan to VTB in the aggregate amount of $50 million (the “Term Loan Facility”) evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - Executive change Cris Keirn was appointed as Chief Executive Officer at Turtle Beach Corp. - Action: appointed - Role: Chief Executive Officer source text: the Board appointed Cris Keirn, the Company’s Interim Chief Executive Officer and principal executive officer, to serve as the Company’s Chief Executive Officer and as a director on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - Executive change David Muscatel was appointed as Director at Turtle Beach Corp. - Action: appointed - Role: Director source text: the Board increased the size of the Board from eight (8) to nine (9) members and appointed David Muscatel to serve as a director on the Board, effective immediately evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - Governance Changes Turtle Beach Corp: Adopted amended and restated bylaws to implement majority voting for uncontested director elections, change advance notice periods for stockholder proposals, update disclosure requirements for nominations, conform to universal proxy rules, and make technical changes (effective 2024-03-12). - Change: bylaw amendment - Effective: 2024-03-12 source text: On March 12, 2024, the Board approved amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day, that reflect amendments intended to, among other things: (i) implement a majority voting standard for uncontested elections of directors to the Board; (ii) for annual meetings of stockholders held after January 1, 2025, change the notice period for stockholders delivering notice of a proposal to the Company to not later than the close of business on the 90 th day nor earlier than the close of business on the 120 th day prior to the first anniversary of the preceding year’s annual meeting; (iii) update the disclosure requirements for stockholders making nominations to the Board; (iv) conform to the SEC’s universal proxy card rules; and (v) make certain other technical and clarifying changes. evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - M&A Transactions Turtle Beach Corp completed an acquisition involving FSAR Holdings, Inc. for consideration valued at $118 million, consisting of the issuance of 3.45 million shares of the Company’s common stock and approximately $79.9 million in cash, s (closed 2024-03-13). - Action: acquisition - Counterparty: FSAR Holdings, Inc. - Consideration: consideration valued at $118 million, consisting of the issuance of 3.45 million shares of the Company’s common stock and approximately $79.9 million in cash, s - Closing: 2024-03-13 source text: On March 13, 2024, Turtle Beach Corporation (the “Company”) entered into a merger agreement (the “Merger Agreement”) by and among Tide Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Tide Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, FSAR Holdings, Inc. (“FSAR”), a Delaware corporation, and PDP Holdings, LLC, a Delaware limited liability company (the “Seller”). Pursuant to the Merger Agreement, the Company acquired all the issued and outstanding equity of Performance Design Products, LLC, a directly-held subsidiary of FSAR (“PDP”), for consideration valued at $118 million, structured as a merger between a subsidiary of the Company and FSAR, the parent of PDP (the “Transaction”). evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - Material Agreements Turtle Beach Corp amended Fourth Amendment with Bank of America, N.A. (effective 2024-03-13). - Action: amendment - Agreement: credit facility - Counterparty: Bank of America, N.A. - Effective: 2024-03-13 source text: On March 13, 2024, the Company entered into a Fourth Amendment, dated as of March 13, 2024 (the "Fourth Amendment") to the Amended and Restated Loan, Guaranty and Security Agreement, dated as of March 5, 2018 ("ABL Credit Agreement"), by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., TBC Holding Company LLC, Turtle Beach Europe Limited, VTB Holdings, Inc., the financial institutions party thereto and Bank of America, N.A. (the "ABL Agent"), as administrative agent, collateral agent and security trustee for the lenders to the credit facility (the "Credit Facility"). evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - Material Agreements Turtle Beach Corp entered into Term Loan Financing Agreement with Blue Torch Finance, LLC valued at $50 million (effective 2024-03-13). - Action: entry - Agreement: credit facility - Counterparty: Blue Torch Finance, LLC - Value: $50 million - Effective: 2024-03-13 source text: On March 13, 2024, the Company entered into a new financing agreement (the "Term Loan Financing Agreement") by and among the Company, Voyetra Turtle Beach, Inc., a Delaware corporation, as borrower ("VTB"), VTB Holdings, Inc., a Delaware corporation, each subsidiary of the Company listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto, and Blue Torch Finance, LLC, a Delaware limited liability company ("the "Term Agent"), as administrative agent and collateral agent ("Blue Torch"), pursuant to which Blue Torch made a loan to VTB in the aggregate amount of $50 million (the "Term Loan Facility") evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - Material Agreements Turtle Beach Corp entered into Stockholder Agreement with the holders of the Stock Consideration (effective 2024-03-13). - Action: entry - Agreement: equity purchase - Counterparty: the holders of the Stock Consideration - Effective: 2024-03-13 source text: In connection with the Merger Agreement, the Company simultaneously entered into a stockholder agreement (the "Stockholder Agreement") with the holders of the Stock Consideration (the "Stockholders") pursuant to which the Stockholders received two demand registration rights to request that the Company register with the Securities and Exchange Commission (the "SEC") the sale of all or part of the Stock Consideration following a lock-up period that expires nine months after the date of the Merger Agreement, and piggy-back registration rights in the event the Company proposes to register under the Act the issuance or sale of any of its securities. evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm - Material Agreements Turtle Beach Corp entered into Merger Agreement with Tide Acquisition Sub, Inc., Tide Acquisition Sub II, LLC, FSAR Holdings, Inc., PDP Holdings, LLC valued at $118 million (effective 2024-03-13). - Action: entry - Agreement: merger - Counterparty: Tide Acquisition Sub, Inc., Tide Acquisition Sub II, LLC, FSAR Holdings, Inc., PDP Holdings, LLC - Value: $118 million - Effective: 2024-03-13 source text: On March 13, 2024, Turtle Beach Corporation (the "Company") entered into a merger agreement (the "Merger Agreement") by and among Tide Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Tide Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, FSAR Holdings, Inc. ("FSAR"), a Delaware corporation, and PDP Holdings, LLC, a Delaware limited liability company (the "Seller"). evidence_url: https://www.sec.gov/Archives/edgar/data/1493761/000119312524070243/0001193125-24-070243-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.