SCHEDULE: M&C Proposes $17.25/Share Cash Buyout of MarketWise

Monument & Cathedral Holdings, LLC has proposed to acquire all outstanding equity interests of MarketWise, Inc. not already owned by M&C for $17.25 per share in cash.

Summary

• Monument & Cathedral Holdings, LLC (M&C) has submitted a preliminary and non-binding proposal to acquire all outstanding equity interests of MarketWise, Inc. and Marketwise, LLC not owned directly or indirectly by M&C.
• The proposed cash consideration for the acquisition is $17.25 per share.
• This offer represents a premium of approximately 21% to the 1-year volume-weighted average price per share and an 18% premium to the closing price on October 27, 2025.
• M&C, as MarketWise's largest shareholder, beneficially owns and has proxy voting rights representing approximately 43% of total voting power.
• The proposal is contingent upon the termination of the tax receivable agreement concurrent with the closing of the transaction, with no payments or liabilities due thereunder.
• M&C intends to finance the transaction with equity capital provided from cash on hand and states that the proposal does not depend on any financing contingencies.
• M&C is only interested in pursuing this specific transaction and does not intend to sell its stake in MarketWise to any third party, nor would it support MarketWise soliciting other third-party acquirors.
• The proposal requires negotiation and approval by a Special Committee of independent and disinterested directors appointed by MarketWise's Board, advised by independent legal and financial advisors.

Sentiment

Score: 8

Explanation: The acquisition proposal offers a substantial premium to shareholders amidst the company's struggles, indicating a strong positive for existing investors. The certainty of financing and M&C's commitment to the deal further enhance the positive sentiment, despite the underlying negative performance of MarketWise as a standalone entity.

Positives

• The proposed acquisition price of $17.25 per share offers a significant premium to MarketWise shareholders.
• The offer represents a 21% premium to the 1-year volume-weighted average price per share and an 18% premium to the previous day's closing price.
• M&C's proposal is fully financed with equity capital from cash on hand, with no financing contingencies, indicating a high likelihood of funding.
• M&C, as the largest shareholder, is committed to the transaction and will not sell its stake to third parties, providing stability to the offer and reducing uncertainty from competing bids.

Negatives

• MarketWise has faced sustained operational and market headwinds since its listing in 2021.
• The company experienced a significant share price decline and a reverse stock split to maintain listing compliance, indicating past performance issues.
• The proposal is non-binding and preliminary, with no assurance that a definitive agreement will be reached or that the transaction will be consummated.
• M&C reserves the right to modify or withdraw the proposal at any time, introducing uncertainty for shareholders.

Risks

• No assurances can be given that a definitive agreement will be reached or that the proposed transaction will be consummated.
• M&C reserves the right to modify or withdraw the proposal at any time, which could negatively impact MarketWise's share price.
• The transaction could result in an acquisition of additional securities, an extraordinary corporate transaction (such as a merger), delisting of the Class A Common Stock from Nasdaq, and other material changes in MarketWise's business or corporate structure.
• The proposal is contingent on the termination of the tax receivable agreement with no payments or liabilities due, which could be a point of negotiation or failure.

Future Outlook

M&C expects to engage in discussions with MarketWise's management, Board, and a newly formed Special Committee regarding the proposed transaction. They anticipate responding to inquiries, negotiating terms, and conducting due diligence. M&C also plans to engage with certain equityholders about rolling over their shares. No further disclosures are intended until a definitive agreement is reached or required by U.S. securities laws.

Management Comments

• MarketWise is better suited to achieving its strategic objectives as part of a larger family of digital media platforms than as a standalone public company.
• Our proposal of $17.25 per share represents an extremely attractive value to MarketWise's shareholders, considering recent share price volatility.
• M&C is only interested in pursuing the transaction contemplated by our proposal, and does not intend to sell M&C's stake in MarketWise to any third party.
• M&C would not be supportive of MarketWise conducting any process to solicit other third-party acquirors.
• We will not move forward with our proposal unless it is negotiated and approved by such a Special Committee, as advised by independent legal and financial advisors.

Industry Context

MarketWise operates in the digital media and independent financial research sector. The proposal from M&C, a larger network of publishing businesses specializing in similar content, suggests a strategic move to integrate MarketWise into a broader portfolio. MarketWise's struggles as a standalone public company, including a significant share price decline and a reverse stock split, indicate challenges within its specific market positioning or broader industry headwinds affecting smaller public entities in this space.

Comparison to Industry Standards

• MarketWise has faced sustained operational and market headwinds since its listing in 2021, resulting in a significant share price decline and a reverse stock split to maintain listing compliance. This suggests underperformance compared to industry peers that may have maintained listing compliance and stronger share price performance.
• The proposal highlights that MarketWise is 'better suited to achieving its strategic objectives as part of a larger family of digital media platforms than as a standalone public company,' implying that its current structure or scale is not optimal for competitive performance within the industry.
• While no specific comparable companies are named, the context suggests MarketWise's performance has been below general industry expectations for publicly traded digital media or financial research companies, making the acquisition offer attractive in light of its standalone challenges.

Management Changes

Corporate Governance

Related Party Transactions

• Monument & Cathedral Holdings, LLC (M&C) is the largest shareholder of MarketWise, Inc. and is proposing to acquire the remaining outstanding equity interests.
• Certain former equityholders of Monument, including the current Chairman of MarketWise's Board, entered into voting proxies giving Monument voting power over their Common Units and corresponding Class B Common Stock.
• The Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two is the majority shareholder of Cobblestone Publishing, Inc., which is the sole manager of Monument.

Stakeholder Impact

• **Shareholders**: Potential to receive $17.25 per share in cash, representing a significant premium, offering an exit opportunity amidst the company's struggles.
• **Employees**: Potential changes in management, corporate structure, and strategic direction post-acquisition, which could impact roles and employment.
• **Customers**: Integration into M&C's larger network of publishing businesses, potentially leading to changes in content offerings, platforms, or services.
• **Creditors**: The proposal is contingent on the termination of the tax receivable agreement with no payments or liabilities, which could impact certain financial obligations or liabilities.

Next Steps

• MarketWise's Board of Directors is expected to form a Special Committee of independent and disinterested directors.
• The Special Committee, advised by independent legal and financial advisors, will consider and negotiate the proposal.
• M&C and its advisors will conduct due diligence on MarketWise.
• M&C intends to engage in discussions with certain equityholders regarding the possibility of rolling over their shares.
• A definitive, binding agreement governing the transaction may be executed if negotiations are successful.

Key Dates

Recommendation

While the proposed acquisition price offers a substantial premium to MarketWise shareholders, the proposal is preliminary and non-binding. There is no guarantee that a definitive agreement will be reached, or that the transaction will be consummated. Shareholders should hold their positions to await further developments, including the Special Committee's review and any potential revisions to the offer, before making a final decision. Selling now would lock in the current market price, which may be below the offer, while buying now carries the risk that the deal falls through or a lower offer is accepted.

Keywords

MarketWise, acquisition, tender offer, Schedule 13D, M&A, private equity, common stock, voting power, beneficial ownership, digital media, financial research