SCHEDULE: Grindr Take-Private Bid Withdrawn; Zage to Buy More Shares

A major shareholder group has withdrawn its proposal to take Grindr Inc. private, citing financing uncertainty, but plans to increase its stake and advocate for enhanced shareholder returns.

Summary

• Reporting persons, including Tiga Investments Eighty-Eight Pte Ltd, Tiga Investments Pte. Ltd., Big Timber Holdings, LLC, and G. Raymond Zage, III, filed an Amendment No. 8 to Schedule 13D regarding Grindr Inc. Common Stock.
• G. Raymond Zage, III beneficially owns 94,720,123 shares of Grindr's Common Stock, representing approximately 51.3% of the issued and outstanding shares.
• The Proposing Shareholders (Mr. Zage and Mr. Lu) have formally withdrawn their proposal to take Grindr private.
• The Special Committee of Grindr's board of directors ceased engagement on the proposal due to uncertainty around its financing.
• The Proposing Shareholders had secured significant expressions of interest, including multiple highly confident letters, for acquisition financing.
• The proposed acquisition price was $18.00 per share.
• Grindr recently reported outstanding performance in its most recent third quarter financial results and maintains one of the lowest net debt to EBITDA ratios in the Proposing Shareholders' history of ownership, with significant free cash flow growth.
• Investment banks have published price targets for Grindr that are significantly higher than the proposed $18.00 per share acquisition price.
• Grindr's board approved and completed a considerable volume of share repurchases during 2025 at prices exceeding the proposed $18.00 per share.
• Senior management of Grindr has expressed a preference for the Issuer to remain a public company.
• Mr. Zage intends to continue purchasing additional shares of Grindr in the market, subject to the Issuer's existing trading policies and windows.
• Mr. Zage will strongly recommend to Grindr's management and board of directors to materially increase the size of the Issuer's share repurchase plans and consider initiating dividends.
• The Proposing Shareholders will engage constructively with management on ongoing growth and development, including announced initiatives like telemedicine and future vertical opportunities such as travel, media, AI, and cryptocurrency.

Sentiment

Score: 5

Explanation: The withdrawal of a take-private offer, especially one below market expectations, is a negative event. However, the major shareholder's continued commitment, intention to increase holdings, and push for enhanced shareholder returns (repurchases, dividends) provide a balancing positive outlook for the company's future as a public entity, resulting in a neutral to slightly negative sentiment.

Positives

• Grindr reported outstanding performance in its most recent third quarter financial results.
• The Issuer has one of the lowest ratios of net debt to EBITDA in the Proposing Shareholders' history of ownership, coupled with significant free cash flow growth.
• Mr. Zage, a major shareholder, intends to continue purchasing additional shares of the Issuer in the market.
• Mr. Zage will strongly recommend to management and the board to materially increase share repurchase plans and potentially initiate dividends, indicating a commitment to shareholder returns.
• The Proposing Shareholders plan to engage constructively with management on growth and development, including exploring new vertical opportunities like telemedicine, travel, media, AI, and cryptocurrency.

Negatives

• The proposal to take Grindr private at $18.00 per share has been withdrawn.
• The Special Committee ceased engagement on the take-private proposal due to uncertainty around its financing.
• The proposed acquisition price of $18.00 per share was significantly lower than recent investment bank price targets and the prices at which Grindr repurchased shares in 2025.

Risks

• The Special Committee cited uncertainty around the financing for the take-private proposal as the reason for ceasing engagement.

Future Outlook

Mr. Zage intends to continue purchasing additional shares of Grindr in the market and will strongly recommend to management and the board to materially increase share repurchase plans and potentially initiate dividends. The Proposing Shareholders also plan to engage constructively on the ongoing growth and development of the 'Global Gayborhood in your Pocket,' including announced initiatives like telemedicine and future vertical opportunities such as travel, media, AI, and cryptocurrency.

Management Comments

• "The Issuer recently reported outstanding performance in its most recent third quarter financial results, as noted by the Special Committee, and that they feel, as the Proposing Shareholders do, very confident in the Issuer's ability to create significant value for shareholders."
• "The Issuer currently has one of the lowest ratios of net debt to EBITDA in the Proposing Shareholders' history of ownership, with significant free cash flow growth."
• "Mr. Zage's intention, in lieu of a bid to privatize the Issuer, is to continue to purchase additional shares of the Issuer in the market."
• "Mr. Zage will also strongly recommend to the Issuer's management and board of directors to take all necessary steps to materially increase the size of the Issuer's share repurchase plans and more broadly its commitment to providing returns for shareholders, which at some point may also include dividends."
• "The Proposing Shareholders will also look to engage constructively with management on the ongoing growth and development of the Global Gayborhood in your Pocket, including the already announced initiatives such as tele-medicine, but also in additional vertical opportunities that might be considered in the future including travel, media, AI, cryptocurrency and more."

Industry Context

The filing highlights Grindr's strong financial performance, including outstanding Q3 results and a low net debt to EBITDA ratio, suggesting robust health within its sector. The mention of expanding into 'Global Gayborhood in your Pocket' initiatives and future vertical opportunities like telemedicine, travel, media, AI, and cryptocurrency indicates a strategic move towards platform diversification and ecosystem building, aligning with broader trends in the technology and social media industries.

Comparison to Industry Standards

• Investment banks have published price targets for Grindr that are significantly higher than the proposed $18.00 per share acquisition price, suggesting a market valuation above the withdrawn offer.
• Grindr has one of the lowest ratios of net debt to EBITDA in the Proposing Shareholders' history of ownership, indicating strong financial health relative to its own historical performance.
• The Issuer completed a considerable volume of share repurchases during 2025 at prices in excess of the proposed $18.00 per share, implying the company's shares were valued higher than the offer price by the market and the company itself.
• No specific comparable companies or projects are named in the filing for direct industry-wide comparison.

Stakeholder Impact

• Shareholders will not receive the $18.00 per share premium from the take-private offer, but may benefit from Mr. Zage's commitment to increasing his stake and advocating for enhanced shareholder returns (repurchases, dividends).
• Grindr's senior management, who preferred the company to remain public, will see this preference realized.
• Grindr Inc. will continue as a public company, focusing on its current strategic path with potential for increased shareholder returns and exploration of new vertical opportunities.

Next Steps

• Mr. Zage intends to continue purchasing additional shares of Grindr in the market, subject to trading policies and windows.
• Mr. Zage will strongly recommend to Grindr's management and board to materially increase share repurchase plans and consider dividends.
• The Proposing Shareholders will engage constructively with management on ongoing growth and development, including telemedicine and future vertical opportunities (travel, media, AI, cryptocurrency).

Key Dates

Recommendation

The withdrawal of the take-private proposal at $18.00 per share, particularly when investment banks have higher price targets and the company has repurchased shares at higher prices, removes a potential near-term premium for shareholders. However, Grindr's continued strong financial performance, coupled with a major shareholder (Mr. Zage) expressing a strong commitment to increasing his stake and advocating for enhanced shareholder returns through increased share repurchases and potential dividends, suggests a stable long-term outlook. The focus on continued growth and exploration of new vertical opportunities also provides a positive strategic direction. Therefore, a 'hold' recommendation is appropriate, as the immediate upside from a take-private offer is gone, but the underlying company fundamentals and major shareholder support remain strong.

Keywords

Grindr, GRND, Schedule 13D, Take-private, Shareholder, G. Raymond Zage, Share repurchase, Dividends, Corporate governance, Investment, Common Stock, SEC filing