Form 4: Taboola Repurchases Shares from College Top Holdings to Maintain Ownership Threshold

Taboola.com Ltd. repurchased shares from College Top Holdings to prevent Apollo Management's ownership from exceeding 25%, as part of a share repurchase agreement.

Summary

• Taboola.com Ltd. filed a Form 4 indicating changes in beneficial ownership.
• Apollo Management Holdings GP, LLC, along with related entities, is the reporting person.
• On March 31, 2025, Taboola repurchased 1,185,242 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $3.01 per share.
• The repurchase is part of a Share Repurchase Agreement initiated on February 24, 2025, and amended on March 14, 2025.
• The agreement aims to prevent Apollo Management's ownership of Taboola's outstanding shares from reaching 25% or more.
• The Share Repurchase Agreement terminates on the earlier of regulatory approval allowing College Holdings' equity ownership to exceed 25%, a determination that no such approval is required, or December 31, 2025.
• The maximum amount of Non-Voting Ordinary Shares that may be repurchased each week will be 25% of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
• On March 14, 2025, the Issuer and College Holdings entered into that Amendment No. 1 to the Stock Repurchase Agreement (the Amendment No. 1), pursuant to which the Repurchase Agreement dated February 24, 2025 is modified and amended so that the quantity of shares for each repurchase transaction shall be modified to up to 1/3rd of the weekly applicable allowable Rule 10b-18 limit.

Sentiment

Score: 6

Explanation: The document describes a routine transaction (share repurchase) to maintain ownership structure. It's neither overwhelmingly positive nor negative.

Positives

• The share repurchase program provides liquidity to College Top Holdings.
• The repurchase agreement helps maintain a stable ownership structure for Taboola.

Risks

• The repurchase agreement is subject to termination under certain conditions, which could impact the ownership structure.
• The repurchase agreement is subject to regulatory approval allowing College Holdings' equity ownership to exceed 25%.

Future Outlook

The Share Repurchase Agreement will continue until the earlier of regulatory approval, a determination that no approval is required, or December 31, 2025.

Industry Context

Share repurchase programs are common strategies for companies to manage their capital structure and prevent dilution. This repurchase appears to be specifically designed to manage ownership percentages related to a major shareholder.

Comparison to Industry Standards

• Share repurchase programs are a common capital allocation strategy, with companies like Alphabet (Google) and Meta (Facebook) frequently engaging in large-scale buybacks.
• The specific structure of this repurchase agreement, designed to maintain a certain ownership threshold, is less common but can be seen in situations where companies have strategic investors or are managing potential takeover scenarios.
• The repurchase agreement is subject to regulatory approval allowing College Holdings' equity ownership to exceed 25%.

Related Party Transactions

• The share repurchase agreement between Taboola and College Top Holdings, Inc. constitutes a related party transaction due to College Holdings' relationship with Yahoo Inc. and Apollo Management.

Stakeholder Impact

• Shareholders may experience a slight increase in earnings per share due to the reduced number of outstanding shares.
• The repurchase helps maintain a stable ownership structure, which can be viewed positively by investors.

Key Dates

Keywords

Taboola, Share Repurchase, College Top Holdings, Apollo Management, Beneficial Ownership, Form 4, Ownership Threshold