Cadent, LLC entered into a definitive agreement to acquire AdTheorent Holding Company, Inc. from H.I.G. Growth Partners, LLC and others for approximately $290 million.
March 12, 2024
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Cadent, LLC signed a terms heet to acquire AdTheorent Holding Company, Inc. (NasdaqCM:ADTH) from H.I.G. Growth Partners, LLC and others on January 23, 2024. Cadent, LLC entered into a definitive agreement to acquire AdTheorent Holding Company, Inc. from H.I.G. Growth Partners, LLC and others for approximately $290 million on April 1, 2024. Under the terms of the definitive merger agreement AdTheorent?s common stockholders will receive cash consideration of $3.21 per share. The definitive merger agreement also includes a 33-day ?go shop? period that will allow AdTheorent to affirmatively solicit alternative proposals from interested parties. Cadent entered into an equity commitment letter with the Novacap Equity Investors. The Novacap Equity Investors have committed to contribute to an aggregate amount in cash of up to $94,030,265, upon the terms and subject to conditions set forth in the equity commitment letter. Fully committed debt financing in support of the transaction is being provided by Royal Bank of Canada, in an amount of up to $80,000,000 and an additional $140,000,000 of debt financing. Upon closing of the transaction, AdTheorent will become a privately held company. In case of termination of the transaction under certain specified circumstances, AdTheorent will be required to pay a termination fee of $11.35 million.
The transaction is subject to completion of regulatory review, approval by AdTheorent?s stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions. The transaction is not subject to a financing condition. The transaction has been unanimously approved by AdTheorent?s Board of Directors. The board of directors of Cadent also approved the transaction. The transaction is expected to be completed by the third quarter of 2024. Canaccord Genuity LLC is acting as financial advisor and fairness opinion provider and Thomas P. Conaghan of McDermott Will & Emery LLP is acting as legal counsel to AdTheorent in connection with the proposed transaction. Moelis & Company LLC is acting as lead financial advisor, and Neil Torpey and Nicole Perez of Baker Botts LLP is providing legal counsel to Cadent. RBC Capital Markets, LLC also is acting as a financial advisor to Cadent. Pursuant to the terms of such engagement, AdTheorent agreed to pay Canaccord fees for its services in connection with the Merger in an aggregate amount of approximately $6.5 million, $500,000 payable upon delivery by Canaccord of its opinion and the remainder contingent upon consummation of the Merger.
AdTheorent Holding Company, Inc. uses advanced machine learning technology and privacy-forward solutions to deliver advertising campaigns for marketers. The Company's advanced machine learning-powered media buying platform powers its predictive targeting, predictive audiences, geo-intelligence, audience extension solutions and in-house creative capability. Leveraging only non-sensitive data and focused on the predictive value of machine learning models, the Company's product suite and flexible transaction models allow advertisers to identify the most qualified potential consumers coupled with the optimal creative experience to deliver superior results, measured by each advertiser's real-world business goals. Central to the Company's ad-targeting and campaign optimization methods, it builds custom machine learning models for each campaign using historic and real-time data to predict future consumer conversion actions for every digital ad impression.
Cadent, LLC entered into a definitive agreement to acquire AdTheorent Holding Company, Inc. from H.I.G. Growth Partners, LLC and others for approximately $290 million.
ADTHEORENT HOLDING COMPANY, INC. 
