DEFA14A: Eventbrite to be Acquired by Bending Spoons for $4.50/Share

Eventbrite, Inc. has entered into a definitive merger agreement to be acquired by Bending Spoons US Inc. for $4.50 per share in an all-cash transaction.

Summary

• Eventbrite, Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Bending Spoons US Inc. (Parent) and Everest Merger Sub Inc. on December 1, 2025.
• Merger Sub will merge with and into Eventbrite, with Eventbrite surviving as a wholly-owned subsidiary of Parent.
• The Company's Board of Directors unanimously approved the Merger and the other transactions contemplated thereby.
• Each share of Class A and Class B common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $4.50 in cash, without interest and subject to applicable withholding taxes (the Merger Consideration).
• Outstanding Company Options will be cancelled and converted into a cash amount equal to the product of the total number of shares underlying the option multiplied by the excess of the Merger Consideration over the exercise price. Options with an exercise price equal to or greater than the Merger Consideration will be treated based on a Black-Scholes model.
• Time-based Company Restricted Stock Units (RSUs) will be cancelled and converted into a cash amount equal to the total number of shares underlying the RSU multiplied by the Merger Consideration.
• Performance-based Company Restricted Stock Units (PSUs) will be cancelled and converted into a cash amount equal to the total number of shares underlying the PSU (with performance assessed at target, or actual if higher for completed periods) multiplied by the Merger Consideration.
• The Company Employee Stock Purchase Plan will cease new offerings after December 1, 2025, and outstanding purchase rights will be exercised no later than one business day prior to the Effective Time, with the plan terminating immediately prior to the Effective Time.
• Consummation of the Merger is subject to customary conditions, including approval by a majority of Eventbrite's stockholders, the absence of any restraining law or order, and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
• Certain stockholders, including Julia Hartz and Kevin Hartz, entered into a Voting and Support Agreement to vote their shares in favor of the Merger.
• A termination fee of $14,400,000 is payable by the Company under specific circumstances, such as a Company Board Recommendation Change or termination to enter into a Superior Proposal.

Sentiment

Score: 7

Explanation: The sentiment is positive due to the definitive nature of the all-cash acquisition, unanimous board approval, and support from key shareholders, providing certainty and liquidity. However, it's not a 'strong buy' as the company is being acquired, limiting future upside for current shareholders. The fixed price means no participation in future growth.

Positives

• The Eventbrite Board of Directors unanimously approved the Merger, indicating strong internal support for the transaction.
• The all-cash consideration of $4.50 per share provides immediate liquidity and certainty of value for Eventbrite stockholders.
• Key stockholders, including CEO Julia Hartz and Kevin Hartz, have entered into a Voting and Support Agreement, increasing the likelihood of stockholder approval.
• The definitive agreement outlines a clear path to closing, subject to customary conditions and regulatory processes.

Negatives

• The fixed cash consideration means Eventbrite stockholders will not participate in any potential future upside or growth of the company under Bending Spoons' ownership.
• Eventbrite will cease to be an independent publicly traded company, removing its stock from public exchanges.
• A termination fee of $14,400,000 could deter other potential bidders from making a superior offer.

Risks

• The completion of the transaction on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the transaction.
• Any potential litigation relating to the transaction that could be instituted against Bending Spoons, Eventbrite, or their respective directors, managers, or officers.
• The risk that disruptions from the transaction will harm Eventbrite's business, including current plans and operations and employee retention.
• Potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction.
• Legislative, regulatory, and economic developments affecting Eventbrite's business.
• General macroeconomic and geopolitical environment and market developments and conditions.
• Potential business uncertainty, including changes to existing business relationships, during the pendency of the transaction.
• Certain restrictions during the pendency of the transaction that may impact Eventbrite's ability to pursue certain business opportunities or strategic transactions.
• Unpredictability and severity of catastrophic events, including acts of terrorism, pandemics, outbreaks of war or hostilities.
• Significant transaction costs associated with the transaction.
• The possibility that the transaction may be more expensive to complete than anticipated.
• The occurrence of any event, change, or other circumstance that could give rise to the termination of the transaction, including in circumstances requiring Eventbrite to pay a termination fee.
• The ability of Bending Spoons to successfully integrate Eventbrite's operations, product lines, and services.
• The risks and uncertainties pertaining to Eventbrite's business, including those set forth in its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Future Outlook

The merger is expected to be completed, subject to customary closing conditions including stockholder and regulatory approvals. Upon completion, Eventbrite will become a wholly-owned subsidiary of Bending Spoons US Inc. and will cease to be a publicly traded company. The company anticipates responding to SEC comments on the Proxy Statement and holding a stockholder meeting to obtain approval.

Management Comments

• The Board of Directors of Eventbrite, Inc. unanimously approved the Merger and the other transactions contemplated thereby.
• The Board determined that the Merger Agreement, the Voting and Support Agreement, and the Transactions are advisable, fair to, and in the best interests of the Company and its stockholders.
• The Board directed that the Merger Agreement be submitted to the Company Stockholders for its adoption and recommended that the Company Stockholders adopt this Agreement and the Transactions.

Industry Context

The filing does not provide explicit industry context or trends, focusing solely on the terms and conditions of the specific merger transaction. This acquisition represents a take-private transaction for Eventbrite, moving it from a publicly traded entity to a privately held subsidiary of Bending Spoons.

Management Changes

Corporate Governance

Legal Proceedings

• The filing identifies potential litigation relating to the transaction that could be instituted against Bending Spoons, Eventbrite, or their respective directors, managers, or officers as a risk factor.
• Eventbrite is obligated to promptly provide written notice to Parent of any Transaction Litigation and give Parent the opportunity to participate reasonably in the defense, settlement, or resolution of such proceedings.
• Eventbrite shall not settle, compromise, or resolve any Transaction Litigation without Parent's prior written consent.

Related Party Transactions

• Julia Hartz, Kevin Hartz, and their respective trusts and holding entities entered into a Stockholder Voting and Support Agreement with Bending Spoons US Inc., agreeing to vote their shares in favor of the Merger.

Stakeholder Impact

• **Shareholders**: Will receive $4.50 cash per share, providing immediate liquidity and certainty of value, but will no longer hold equity in Eventbrite or participate in its future growth.
• **Employees**: Continuing employees will receive base salary/wages and target/maximum short-term cash incentive compensation opportunities no less favorable for 12 months post-closing. Other employee benefits (excluding equity, retention, etc.) will be no less favorable until December 31, 2026. Severance benefits for qualifying terminations during the 12-month post-closing period will be no less favorable. Service with Eventbrite will be recognized for eligibility, benefits, and vesting in Parent's plans (with certain exceptions).
• **Directors/Officers**: Current and former directors, officers, and managers will be indemnified and covered by D&O insurance for at least six years post-merger.
• **Customers/Suppliers/Vendors**: Eventbrite will use commercially reasonable efforts to preserve goodwill and current relationships. However, potential adverse reactions or changes to business relationships are listed as a risk factor.

Next Steps

• Eventbrite will prepare and file a preliminary Proxy Statement with the SEC as promptly as practicable (within 20 business days).
• Eventbrite will respond to SEC comments and mail the definitive Proxy Statement to stockholders as promptly as practicable.
• Eventbrite will establish a record date and duly call, give notice of, convene, and hold a Stockholder Meeting no later than 30 days following the mailing of the definitive Proxy Statement to obtain Company Stockholder Approval.
• Parent and Merger Sub will work to obtain all necessary regulatory approvals, including under the HSR Act, within 20 business days after the date of the agreement.
• Eventbrite will cooperate with Parent for the delisting of Class A Common Stock from NYSE and deregistration under the Exchange Act as promptly as practicable after the Effective Time.
• Eventbrite will deliver a duly executed payoff letter for the Company Credit Agreement prior to the Closing Date and comply with all obligations under the Convertible Notes Indentures.
• Parent will cause the Surviving Corporation to indemnify directors and officers and maintain D&O insurance for at least six years post-merger.

Key Dates

Recommendation

The definitive all-cash merger agreement at $4.50 per share provides certainty for current shareholders. With the Board's unanimous approval and key shareholder support, the likelihood of the deal closing is high. Investors currently holding shares should hold to realize the cash consideration. New investors would find limited upside given the fixed price, unless the current market price is significantly below $4.50, which would then present an arbitrage opportunity. The 'hold' recommendation reflects the expectation of the deal closing at the stated price.

Keywords

Merger, Acquisition, Eventbrite, Bending Spoons, Cash Deal, Stockholder Approval, Corporate Governance, Equity Awards, HSR Act, Take-private, EB