Form 4: Taboola.com Ltd. Share Repurchase: Apollo Management Holdings GP, LLC Reduces Stake

Apollo Management Holdings GP, LLC reports a transaction involving the repurchase of Taboola.com Ltd. shares as part of a share repurchase agreement, aimed at maintaining ownership below 25%.

Summary

• On May 12, 2025, Apollo Management Holdings GP, LLC reported a transaction related to Taboola.com Ltd. shares.
• The transaction involved the repurchase of 770,383 Non-Voting Ordinary Shares from College Top Holdings, Inc. at a price of $3.20 per share.
• This repurchase is part of a Share Repurchase Agreement between Taboola.com Ltd. and College Top Holdings, Inc.
• The agreement aims to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• The Repurchase Agreement allows for weekly repurchases, with a maximum amount of 25% of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, but was amended to 1/3rd of the weekly applicable allowable Rule 10b-18 limit.
• The agreement terminates upon regulatory approval for College Holdings' equity ownership exceeding 25%, a determination that no such approval is required, or on December 31, 2025.
• College Top Holdings, Inc. holds securities of the Issuer on behalf of Yahoo Inc., its indirect wholly owned subsidiary.
• Multiple entities are associated with the ownership structure, including College Parent, L.P., College Parent Holdings GP, LLC, AP IX College Holdings, L.P., and others, all ultimately connected to Apollo Management.
• These entities disclaim beneficial ownership of the Issuer's ordinary shares owned by College Holdings, except to the extent of any pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document describes a routine transaction within a pre-existing agreement. There are no explicit positive or negative implications for the company's financial health or future prospects.

Positives

• The share repurchase program demonstrates a proactive approach to managing ownership structure.
• The repurchase agreement includes a market-based pricing formula, which could be seen as fair to both parties.

Risks

• The share repurchase agreement could be interpreted as a sign that the company anticipates difficulty in obtaining regulatory approval for College Holdings' equity ownership to exceed 25%.

Future Outlook

The share repurchase agreement will continue until December 31, 2025, unless terminated earlier based on regulatory approval or a determination that no approval is required for College Holdings' equity ownership to exceed 25%.

Industry Context

Share repurchase programs are often used by companies to return value to shareholders, manage ownership structure, or signal confidence in the company's future prospects. In this case, the repurchase appears to be driven by a specific need to manage ownership levels below a certain threshold.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially those with significant cash reserves or a desire to increase earnings per share.
• The specific terms of the agreement, such as the weekly repurchase limits and the termination conditions, are tailored to the specific circumstances of Taboola and its relationship with College Top Holdings.
• Comparable companies in the tech or advertising space, such as Outbrain or Criteo, may also engage in share repurchase programs, but the details of those programs would likely differ based on their individual financial situations and strategic goals.

Related Party Transactions

• The share repurchase agreement between Taboola and College Top Holdings, Inc. is a related party transaction, as College Top Holdings is affiliated with Yahoo Inc., a significant shareholder of Taboola.

Stakeholder Impact

• The share repurchase program could have a minor positive impact on shareholders by potentially increasing earnings per share.
• The agreement is designed to maintain a specific ownership structure, which could impact the influence of certain stakeholders.

Key Dates

Keywords

Taboola, Share Repurchase, Apollo Management, College Top Holdings, Ownership, Securities, Transaction