via
NewMediaWire -- Troika Media Group, Inc.
(Nasdaq:TRKA) ("TMG" or "Company"), a brand consultancy and
marketing innovations company that provides
integrated branding and marketing solutions for global
brands today announced that it has completed the Company’s
previously-announced definitive purchase agreement to acquire
Converge Direct LLC and its affiliates (collectively, “Converge”),
a leading digital and offline performance media and marketing
company. This acquisition marks a significant step forward in TMG’s
ongoing transformation into a global, end-to-end brand solutions
platform, with significant financial benefits.
Converge is a leading independent performance
marketing and managed services business. Since its formation
in 2006, Converge and its affiliates have grown to approximately
$300 million in annualized revenue, $23 million in adjusted EBITDA,
and approximately $21 million of net income for the year ending
December 31, 2021.
“The addition of Converge
adds a highly complementary, market-leading performance marketing
portfolio to our already strong business, significantly expanding
our scale and reach,” said Robert
Machinist, Troika’s Chairman and CEO. “We continue to be
impressed by the depth of talent and value-creation potential of
Converge, and will leverage its extensive network, expertise and
strong customer relationships to offer a wider range of tailored,
innovative solutions to address our clients’ digital content, data
and digital media needs. Furthermore, we are confident that adding
Converge to our portfolio, with its attractive high-growth SaaS
platform, is the best way to drive continued long-term growth and
accelerate profitability going forward. This is a very exciting day
for both companies and we welcome Converge people to the TMG team,
and look forward to working together to create more value for our
clients, our people, and our shareholders.”
Tom Marianacci, Converge
Founder and CEO, said, "We’re extremely proud to achieve this
milestone and begin the next chapter in TMG’s growth story. As a
leading digital media and branding services company, TMG was the
perfect match for Converge. Their focus on building trust and
driving customer and fan engagement with major global brands
combined with our performance-based marketing, proven technology
platforms, and scale will allow us to combine our capabilities and
provide our mutual customers with greatly expanded and improved
offerings.”
Converge’s management
team have entered into long-term Employment Agreements and will
take an active leadership role in the combined business. Sid Toama,
Chief Operating Officer of Converge, will join Troika’s Board of
Directors, and serve as President of Troika. Tom Marianacci,
Founder and Chief Executive Officer of Converge will remain CEO of
the Converge entities and be a board advisor to Troika. Other
members of Converge’s Executive Leadership Team have also entered
into long term employment agreements with Troika.
Cantor Fitzgerald &
Co. acted as sole debt placement agent to Troika Media Group in
connection with the transaction. Blue Torch Capital, a direct
lender having experience providing bespoke credit solutions, is the
senior secured credit facility lender to the Company. EF Hutton, a
division of Benchmark Investments, LLC, acted as exclusive
placement agent in respect of certain financing. Davidoff Hutcher
& Citron LLP served as legal counsel to Troika.
About Converge Direct
LLC
Converge Direct, LLC and
affiliates is a media managed-service, performance marketing and
customer acquisition business. The Company provides complementary
services such as advertising strategy and customized advertising
campaigns utilizing their proprietary attribution analytics SaaS
technology platform, HELIX. The Company is headquartered in Bedford
Hills, New York with branch offices in New York, New York and San
Diego, California. The Company serves customers in various end
markets: financial services, consumer products, healthcare &
insurance, travel and leisure, education, media and entertainment,
home improvement, fitness and wellbeing, and legal
services. Visit: www.convergemarketing.com
About Troika Media
Group
Troika Media Group is an
end-to-end brand solutions company that creates both near-term and
long-term value for global brands in entertainment, sports and
consumer products. Applying emerging technology, data science, and
world-class creative, TMG helps brands deepen engagement with
audiences and fans throughout the consumer journey and builds brand
equity. Clients include Apple, Hulu, Riot Games, Belvedere Vodka,
Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn Resorts and Casinos,
Tiffany & Co., IMAX, Netflix, Sony, Yahoo and Coca-Cola. For
more information, visit www.thetmgrp.com
Forward-Looking
Statements
Certain statements in
this press release that are not historical facts are
forward-looking statements that reflect management's current
expectations, assumptions, and estimates of future performance and
economic conditions, and involve risks and uncertainties that could
cause actual results to differ materially from those anticipated by
the statements made herein. Forward-looking statements are
generally identifiable by the use of forward-looking terminology
such as "believe," "expects," "may," "looks to," "will," "should,"
"plan," "intend," "on condition," "target," "see," "potential,"
"estimates," "preliminary," or "anticipates" or the negative
thereof or comparable terminology, or by discussion of strategy or
goals or other future events, circumstances, or effects. Moreover,
forward-looking statements in this release include, but are not
limited to, the impact of the current COVID-19 pandemic, which may
limit access to the Company's facilities, customers, management,
support staff, and professional advisors, and to develop and
deliver advanced voice and data communications systems, demand for
the Company's products and services, economic conditions in the
U.S. and worldwide, and the Company's ability to recruit and retain
management, technical, and sales personnel. Further information
relating to factors that may impact the Company's results and
forward-looking statements are disclosed in the Company's filings
with the SEC. The forward-looking statements contained in this
press release are made as of the date of this press release, and
the Company disclaims any intention or obligation, other than
imposed by law, to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Contact:
Troika Media Group
Kevin Aratari
kevin@troikamedia.com
Investor Relations
TraDigital IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com
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