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Business Wire
7 days ago
- Business
- Business Wire
Murchinson Issues Letter to Fellow TaskUs Stockholders Detailing Opposition to the Pending Buyout Transaction
TORONTO--(BUSINESS WIRE)--Murchinson Ltd. (collectively with the funds it advises and/or sub-advises, 'Murchinson' or 'we'), a stockholder of the Class A common stock of TaskUs, Inc. (Nasdaq: TASK) ('TaskUs' or the 'Company'), today issued an open letter to fellow stockholders regarding its opposition to the Company's proposed "going-private" transaction (the 'Transaction') with an affiliate of Blackstone Inc., the Company's controlling stockholder, TaskUs Co-Founder and CEO Bryce Maddock and TaskUs Co-Founder and President Jaspar Weir (collectively, the 'Buyer Group'). *** August 12, 2025 Dear Fellow Stockholders, We are writing to you today to express our concern over the Buyer Group's proposed take-private transaction announced by TaskUs on May 9, 2025. Following our own analysis and review of the Company's proxy statement, filed with the SEC on August 8, 2025 (the "Proxy Statement"), we believe there are two key troubling aspects of the Transaction that stockholders should be aware of before voting on the Transaction at the special meeting of stockholders to be held on September 10, 2025 (the "Special Meeting"): The Transaction price of $16.50 per share drastically undervalues TaskUs , its future earnings power and growth trajectory. The Transaction appears to be the result of a flawed process , including a fairness opinion influenced by conflicts of interest. In our view, the Transaction rewards the controlling stockholders at the direct expense of the Company's minority stockholders. We therefore intend to vote AGAINST this Transaction. It is our position that stockholders deserve fair value for the Company's shares, which we believe should be at least $19.00 per share. The Transaction Drastically Undervalues TaskUs, Its Future Earnings Power and Growth Trajectory TaskUs is a high-growth, cash-generating business and has built a differentiated, premium position as the go-to partner for many of the world's most innovative companies, including Meta, DoorDash, Uber, Coinbase and Netflix. We believe the Company is uniquely positioned at the intersection of several market tailwinds: (1) the proliferation of user-generated content online, which drives demand for moderation and safety, (2) AI development and deployment, (3) digital customer experience outsourcing, and (4) increased regulatory pressure for higher levels of online safety, privacy and moderation. These tailwinds are structural drivers that we believe should support sustained high single-digit to double-digit revenue growth for the foreseeable future. The Company's recent performance clearly reflects this: The Company's earnings results for the first and second quarters indicate its business is inflecting. In the second quarter, the Company's revenue growth accelerated to 23.6% year-over-year, with every geography delivering double-digit growth. In the second quarter, the AI Operations segment achieved year-over-year revenue growth of 72.2% and sequential growth of 15.4%, demonstrating substantial momentum and no indication of a slowdown. Additionally, SG&A expense margin decreased by approximately 40 basis points year-over-year, while Adjusted EBITDA margin improved by approximately 70 basis points year-over-year. This year alone, the Company is projected to generate between $75 million to $120 million of free cash flow. According to the Proxy Statement, TaskUs will also utilize $100 million to $200 million of its own cash to partially fund the Transaction, meaning that the Buyer Group will recoup most of its 'equity check' using free cash flow and be made whole in under a year, while the rest of the Company's stockholders give up their shares at what we believe to be a depressed valuation. In other words, the sum of the cash on hand as of June 30, 2025 and the FY2025 Adjusted Free Cash Flow guidance provided by the Company on February 26, 2025 is likely to exceed the cost of acquiring the outstanding shares not currently owned by the Buyer Group at the proposed acquisition price of $16.50 per share. Interestingly, the Company's Proxy Statement attempts to justify the Transaction by painting a gloomy picture of TaskUs' future in the age of AI. The Buyer Group claimed that adapting to rapid advancements in AI, 'was [not] possible to successfully pursue … as a public company.' However, this justification does not hold up. With the Buyer Group effectively controlling the Company, TaskUs' Board of Directors (the 'Board') has leeway to weather uncertainty and carry out the implementation of the AI strategy as a public company. Further, the notion that the pivot to AI cannot be executed as a public company is undermined by the Proxy Statement itself. In forming the fairness opinion, an important factor was 'advancements in AI and increased adoption of AI by the Company's competitors.' This not only affirms that the pivot to AI is indeed possible for public companies in TaskUs' industry but also indicates that TaskUs would not fare any worse than its competitors who are already pursuing the same strategy. In closing, TaskUs is not a distressed business and should therefore not be selling itself at a discount to its base case valuation. The Company is on track to significantly exceed its FY2025 Adjusted EBITDA guidance.1 As such, selling a company with TaskUs' operational performance, cash flow and growth trajectory for less than 7.0x EV/2025E EBITDA, which is well below the Company's three-year trading average of ~8.0x, is unacceptable. By contrast, assuming an 8.0x base case multiple on FY2025E Adjusted EBITDA, the takeout price should be a minimum of ~$19.00 per share, reflecting the Company's true fair value before any control premium is even added to the purchase price. The Transaction Appears to Be the Result of Flawed Process and Fairness Opinion Once the Company and the controlling stockholders began deal negotiations, the controlling stockholders effectively blocked the Company from exploring any alternatives that could have delivered a higher price for minority stockholders. This is evident in the Proxy Statement: 'Blackstone stated that it would not consider potential alternative opportunities involving a sale of Company securities by Blackstone to a third party or entertaining bids for assets held by the Company. In addition, Mr. Maddock stated that he and Mr. Weir were only interested in working with Blackstone and were not open to working with an alternative financial sponsor.' This closed-door approach essentially deprived stockholders of a fair, competitive process. Additionally, the fairness opinion that was prepared by Evercore likely relied on information and projections provided by 'Company management' – Messrs. Maddock and Weir – who stand to benefit most as controlling stockholders and as members of the Buyer Group (as well as other executives who, we assume, will likely continue to work under them after the Transaction is completed). In other words, Evercore likely relied on representations made by members of the Buyer Group in preparing an opinion meant to objectively judge the fairness the Buyer Group's proposal. Further, we find it concerning that the Company appeared to have deliberately timed the Transaction announcement to suppress the stock's fair value. According to the Proxy Statement, on April 21, 2025, management was aware that first quarter earnings results would beat analyst expectations – yet the Buyer Group pushed to finalize and announce the Transaction before the market could absorb that positive news.2 As a result, the Buyer Group secured a takeover price that does not reflect the potential market reaction to TaskUs' strong first quarter performance, exceeding consensus estimates for revenue and Adjusted EBITDA. We question why the Company would not leverage this positive news to extract a higher buyout price that would have benefitted the Company's minority stockholders. Additionally, we find the timing of share repurchases disclosed in the Company's 10-Q filings for the first and second quarters to be highly suspect. The Company did not repurchase any shares in January or February of 2025. However, in March 2025, the Company repurchased over 750,000 shares, and in April 2025, the Company repurchased ~1.2 million shares, totalling approximately $25 million in share repurchases.3 According to our analysis, these repurchases reduced the effective price paid by the Buyer Group to $16.14. The timing of these repurchases – coinciding with ongoing negotiations between the Company and the Buyer Group – raises questions about whether the controlling stockholders were attempting to minimize the number of shares not owned by the Buyer Group by using the Company's own cash reserves. A review of the Company's quarterly reports from 2024 reveals a similar pattern: when the Buyer Group was reportedly contemplating a transaction to buy the Company in the second quarter of 2024, the Company repurchased shares in the market at disproportionately greater quantities relative to other months. Minority Stockholders: Our Vote Counts Despite owning over 97% of the Company's voting power through its Class B voting shares, the controlling stockholders need the approval of a majority of the shares they do not own to get the Transaction done ('Majority of the Minority Vote'). It is our opinion that the current offer price does not reflect the Company's future earnings power and growth trajectory – and we believe Messrs. Maddock and Weir, who built TaskUs, know this better than anyone. That is why we intend to vote AGAINST this Transaction at the Special Meeting and demand that the Company fulfill its obligations to all stockholders to pursue a value-maximizing deal that would, at the very least, result in fair value for the Company's shares. We encourage fellow stockholders to make their views on the Transaction known to the Board. If the Board hears from enough stockholders with concerns, hopefully, it will reconsider selling a company with TaskUs' potential for such a discount. Sincerely, Murchinson Ltd. *** About Murchinson Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson's multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words 'anticipates', 'believes', 'expects', 'intends', 'plans', 'will', 'would', and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation. Disclaimer The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to stockholders described herein. The information is not tailored to specific investment objectives, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson's rights, demands, grounds and/or remedies under any contract and/or law. ________________________________________________ Expand 1 Based on the FY2025 Adjusted EBITDA guidance of $229.95 million to 236.25 million (calculated using the FY2025 guidance range for revenue of $1.095 to 1.125 billion and a ~21% Adjusted EBITDA margin, provided on February 26, 2025). Estimated FY2025 Adjusted EBITDA calculated using reported results for the first half of FY2025 (equates to a run rate of $124 million for Adjusted EBITDA). Given the business is not impacted by seasonality, we estimate FY2025 Adjusted EBITDA to be at least ~$248.5 million. 2 Note the sequence of events as detailed in the Proxy Statement: 'On April 22, 2025, ... Company management informed Evercore that the preliminary first quarter earnings results would slightly exceed analyst top- and bottom-line expectations...' On the same day, 'The Buyer Group also told representatives of Evercore (i) that the Buyer Group would like to announce the Potential Transaction by May 8, 2025, which was the planned date for the Company to publicize its earnings results for the first quarter of 2025.' On May 1, 2025 'Representatives of Evercore and the Special Committee discussed their view on how the market would likely perceive the Company's earnings results,' yet, on the following day, 'the Special Committee directed Cravath to tell the Company that the Special Committee was comfortable with the Company announcing an earnings date of May 12, 2025.' 3 Quarterly reports filed with the SEC on May 12, 2025 and August 7, 2025.
Yahoo
13-06-2025
- Business
- Yahoo
Hooters Makes Big Announcement After Abruptly Closing Over 30 Locations
On June 4 news broke that iconic restaurant chain Hooters abruptly closed more than 30 locations across 14 states. "Hooters will be well-positioned to continue our iconic legacy under a pure franchise business model," the company said in a statement to the USA Today. "We are committed to supporting our impacted team members throughout this process and are incredibly grateful to our valued customers for their loyalty and dedication to the Hooters brand." In a statement on the chain's website, Hooters made it clear the company isn't going out of business. "Hooters is here to stay, and with a stronger financial foundation and streamlined operations on the other side of this process, we will be well-positioned to continue delivering the guest-obsessed hospitality experience and delicious food our valued customers and communities have come to expect well into the future," a statement on the website read. Just a day later, Hooters revealed restructuring plans that would allow Hoot Owl Restaurants LLC to acquire more then 100 HOA-owned restaurants. In a press release, the company said it expected the store closures would occur before the transaction was finalized while it still expects approximately 200 domestic Hooters restaurants and 60 international Hooters restaurants to remain open. "We are confident that the acquisition will be finalized later this summer and we are excited to move forward into the next chapter of the Hooters brand," Neil Kiefer, CEO of Hooters Inc. said in a statement on behalf of the Buyer Group. "Decisions about store closures are never easy to make but all parties are completely aligned in bringing the necessary resources required to make the remaining 200 domestic Hooters locations as successful as possible. The Buyer Group has been extremely impressed with the restaurant-level employees of the restaurants they are acquiring and are excited to welcome them into the Hooters Inc. and Attila Wings organizations."Hooters Makes Big Announcement After Abruptly Closing Over 30 Locations first appeared on Men's Journal on Jun 5, 2025 Sign in to access your portfolio
Yahoo
12-06-2025
- Business
- Yahoo
Hooters Makes Big Announcement Following Sudden Restaurant Closures
Hooters Makes Big Announcement Following Sudden Restaurant Closures originally appeared on Parade. Hooters is issuing an important reminder and teasing a big update to come amid the news that the restaurant chain suddenly shuttered dozens of company-owned locations this week. Early on Thursday morning, mere hours after the chain went viral for what it called a "difficult decision" to close several storefronts across multiple states, Hooters reiterated that the restaurant company isn't going anywhere and it intends to bring back what "initially drove its success" in the first place: the original uniforms and recipes. The iconic wing spot said the sudden closure of company-owned stores in several states on Wednesday, June 4, was part of a larger restructuring plan that will allow more than 100 company-owned Hooters restaurants to continue serving fans today and going forward. Related: As Hooters of America (HOA) announced in April, it is working on a "historic deal" that would allow Hooters Inc. and Hoot Owl Restaurants (or the "Buyer Group") to acquire more than 100 HOA-owned restaurants. The conversations are ongoing, but before the acquisition is finalized, all parties agreed that this set of store closures would occur first. HOA explained in the June 5 announcement that by transferring the company-owned restaurants to this group of operators, which it said is comprised of "existing Hooters franchisees, including the original Hooters founders" and people who have "each been in the Hooters system for over 30 years," it will put the rest of the company-owned restaurants "in the hands of the best possible operators to maximize their future success." Not only that, but the Buyer Group said it intends to "return Hooters to the core principles that initially drove its success, including some of its original recipes and original Hooters Girls uniforms." "We are confident that the acquisition will be finalized later this summer and we are excited to move forward into the next chapter of the Hooters brand," Neil Kiefer, CEO of Hooters Inc. said in a statement on behalf of the Buyer Group. "Decisions about store closures are never easy to make but all parties are completely aligned in bringing the necessary resources required to make the remaining 200 domestic Hooters locations as successful as possible." "The Buyer Group has been extremely impressed with the restaurant-level employees of the restaurants they are acquiring and are excited to welcome them into the Hooters Inc. and Attila Wings organizations," the statement concluded. The acquisition of Hooters of America is expected to conclude by the end of the summer and the companies say that after the transaction has been finalized, it will still operate approximately 200 domestic Hooters restaurants (or about 65 percent of all Hooters locations in the U.S.) and an additional 60 restaurants around the world. Hooters franchises, including those restaurants located outside the U.S., will continue to be operated by franchisees and license partners. Next: Hooters Makes Big Announcement Following Sudden Restaurant Closures first appeared on Parade on Jun 5, 2025 This story was originally reported by Parade on Jun 5, 2025, where it first appeared. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
05-06-2025
- Business
- Yahoo
Hooters is closing over 30 locations across U.S. Here's where in Florida
Florida-based restaurant chain Hooters abruptly closed over 30 locations across multiple states, including six in Florida. These new closures come after the chain filed for bankruptcy back in March. Hooters told USA TODAY on June 4 that the closed stores were company-owned and called the decision to close them a "difficult one." "Hooters will be well-positioned to continue our iconic legacy under a pure franchise business model," the company said. "We are committed to supporting our impacted team members throughout this process and are incredibly grateful to our valued customers for their loyalty and dedication to the Hooters brand." Following the closures, Hooters Inc. and Hoot Owl Restaurants LLC (the Buyer group) released a statement saying both parties still expect approximately 200 domestic and 60 international Hooters restaurants to remain open. They reiterated that the restructuring transactions allow the Buyer Group to acquire more than 100 HOA-owned restaurants and are still proceeding as contemplated. 'We are confident that the acquisition will be finalized later this summer and we are excited to move forward into the next chapter of the Hooters brand," Neil Kiefer, CEO of Hooters Inc. on behalf of the Buyer Group. "The Buyer Group has been extremely impressed with the restaurant-level employees of the restaurants they are acquiring and are excited to welcome them into the Hooters Inc. and Attila Wings organizations." The following locations were confirmed by the USA TODAY Network to be closed: Sanford - 550 Towne Center Circle Orlando - 5300 Kirkman Road Kissimmee - 1201 W Osceola Parkway Melbourne - 877 S Babcock Street Jacksonville - 4521 Southside Boulevard Tallahassee - 2000 N. Monroe Street The chain also closed four Florida locations last year: Gainesville, 3105 SW 34th St. Lakeland, 3437 South Florida Ave. Orange Park, 1740 Wells Road West Palm Beach, 2020 Palm Beach Lakes Blvd. According to company lore, the first Hooters opened in Clearwater in 1983, when "six businessmen with no restaurant experience whatsoever got together to open a place they couldn't get kicked out of." At its height, it was the largest chain in the "brestaurant" genre of restaurants that advertise attractive waitresses in tight shirts and shorts. "Hooters Girls" wear white tank tops with the "Hootie the Owl" logo and short orange shorts, plus tan pantyhose and reflect what an old version of the employees' handbook (published by the Smoking Gun) called "the look of the 'All American Cheerleader, Surfer, Girl Next Door." Hooters is renowned for wings, sandwiches, burgers, seafood, and beer, the annual Hooters Girls calendar and the Miss Hooters Pageant. The chain once had more than 430 locations worldwide, a casino hotel in Las Vegas, a TV show, and even an airline called "Hooters Air." Hooters is also famous for multiple lawsuits over discriminatory hiring practices and for going through a long list of owners. Most recently, in 2019, Hooters was sold to Nord Bay Capital and TriArtisan Capital Advisors. The chain has had a rocky few years, with the loss of walk-in traffic during the pandemic and rising food costs. Last year, Hooters shuttered at least 40 locations nationwide, including four in Florida. One of them, in Lakeland, was said by locals to have been the second Hooters ever opened, in 1984. 'Like many restaurants under pressure from current market conditions, Hooters has made the difficult decision to close a select number of underperforming stores,' Hooters of America said at the time in a statement to Nation's Restaurant News. However, Hooters Inc., which markets itself under owns and operates 13 locations in the Tampa area and 13 more in the Chicago area. Beachplace, 17 S Atlantic Blvd Suite 304, Fort Lauderdale Boca Raton, 2240 NW 19th St Suite 1101-A Bradenton, 4908 14th St W Brandon, 10023 E Adamo Dr Cape Coral, 3120 Del Prado Blvd S Clearwater, 2800 Gulf to Bay Blvd (the original) Clearwater Beach, 381 Mandalay Ave Coral Way, 3301 SW 22nd St Unit 104, Miami Daytona Beach, 2100 W International Speedway Blvd Destin, 15015 Emerald Coast Pkwy Doral, 8695 NW 13th Terrace, Miami Ft. Lauderdale - Cypress Creek, 6345 N Andrews Ave Fort Myers, 4411 Cleveland Ave Fort Myers Beach, 4411 Cleveland Ave Hialeah, 680 W 49th St Jacksonville San Jose, 8938 San Jose Blvd Kissimmee West, 8207 W Irlo Bronson Memorial Hwy Lake Buena Vista, 8510 Palm Pkwy, Orlando Lakeland II, 3400 US Hwy 98 N Madiera Beach, 192 Johns Pass, Boardwalk Pl W Melbourne West, 695 Palm Bay Rd NE Naples, 3625 Gateway Ln Ocala, 2711 SW 27th Ave Odessa, 16070 State Rd 54 Orlando Airport, 7222 Augusta National Dr Orlando I Drive, 8801 International Dr Panama City Beach, 12709 Front Beach Rd Pembroke Pines, 7990 Pines Blvd Pensacola Beach, 400 Quietwater Beach Rd Port Charlotte, 1360 Tamiami Trail Port Richey, 5336 Treadway Dr Sarasota, 6507 S Tamiami Trail Spring Hill, 3437 Commercial Way St. Petersburg, 4125 4th St N Sunrise, 3805 N University Dr Tampa, 4215 W. Hillsborough Ave Tampa North, 13606 Bruce B Downs Blvd South Tampa, 4420 West Gandy Blvd The Villages: 700 Kristine Way (coming summer 2025) Wesley Chapel: 25245 Wesley Chapel Blvd, Lutz (coming summer 2025) This article originally appeared on Florida Today: Hooters closings come abruptly in Florida. Are any near you?
Business Wire
09-05-2025
- Business
- Business Wire
TaskUs, Inc. to be Taken Private by Co-Founders and Blackstone
NEW BRAUNFELS, Texas--(BUSINESS WIRE)--TaskUs, Inc. (Nasdaq: TASK) ('TaskUs' or the 'Company'), a leading provider of outsourced digital services and next-generation customer experience to the world's most innovative companies, today announced it has entered into a definitive agreement to become a privately held company. Under the terms of the agreement, an affiliate of Blackstone, TaskUs Co-Founder and Chief Executive Officer Bryce Maddock and TaskUs Co-Founder and President Jaspar Weir (collectively the 'Buyer Group') will acquire 100% of the outstanding shares of Class A common stock they do not already own for $16.50 per share in an all-cash transaction. This represents a premium of approximately 26% to TaskUs' 30-day volume-weighted average price (VWAP). Upon completion of the transaction, the Company's Class A common stock will no longer be listed on any public market. Maddock and Weir will continue to serve in their roles as Chief Executive Officer and President, respectively. The TaskUs Board of Directors has approved the transaction upon the unanimous recommendation of a special committee of independent directors (the 'Special Committee'). The Special Committee was formed on March 20, 2025, in response to interest expressed by the Buyer Group in exploring a possible transaction. 'With the assistance of leading independent financial and legal advisors, we carefully considered and negotiated the proposed transaction with the Buyer Group,' the Special Committee said. 'Following our evaluation, we concluded that this transaction is in the best interest of TaskUs and our public stockholders.' 'The era of AI is upon us, and we are focused on addressing the changes it requires of our business – while helping our clients navigate their own transformations,' Maddock said. 'This strategic transaction will deliver immediate value to stockholders, while enabling TaskUs to make long-term investments to better support both our own business and our clients as we scale and adapt in the AI age.' 'Our continued commitment to TaskUs coupled with our deep expertise in technology services will equip the Company with more flexibility and resources to make the long-term investments in AI capabilities that will be needed to enhance the customer value proposition in the fast-changing environment brought upon by AI,' said Amit Dixit, Head of Asia Private Equity at Blackstone. 'We look forward to continuing our partnership with Bryce, Jaspar and the TaskUs team to navigate through this next phase of the Company's development.' Transaction Details The transaction is expected to close in the second half of 2025, subject to customary closing conditions and approvals, including the receipt of required regulatory and stockholder approvals (including the approval of holders of TaskUs common stock not owned by the Buyer Group). Advisors Evercore Group L.L.C. is serving as financial advisor and Cravath, Swaine & Moore LLP is serving as legal counsel to the Special Committee of the TaskUs Board of Directors. BofA Securities is serving as financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel to the Buyer Group. Latham & Watkins LLP is serving as legal counsel to Bryce Maddock and Jaspar Weir. About TaskUs TaskUs is a leading provider of outsourced digital services and next-generation customer experience to the world's most innovative companies, helping its clients represent, protect, and grow their brands. Leveraging a cloud-based infrastructure, TaskUs serves clients in fast-growing sectors, including social media, e-commerce, gaming, streaming media, food delivery and ride-sharing, technology, financial services, and healthcare. As of December 31, 2024, TaskUs had a worldwide headcount of approximately 59,000 people across 28 locations in 12 countries, including the United States, the Philippines, and India. About Blackstone Blackstone is the world's largest alternative asset manager. Blackstone seeks to deliver compelling returns for institutional and individual investors by strengthening the companies in which the firm invests. Blackstone's more than $1.1 trillion in assets under management include global investment strategies focused on real estate, private equity, credit, infrastructure, life sciences, growth equity, real assets, secondaries and hedge funds. Further information is available at Follow @blackstone on LinkedIn, X (Twitter), and Instagram. Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Breeze Merger Corporation. In connection with the proposed transaction, the Company intends to file relevant materials with the Securities and Exchange Commission (the 'SEC'), including the Company's proxy statement in preliminary and definitive form. In addition, the Company and certain affiliates of the Company intend to jointly file a transaction statement on Schedule 13E-3 (the 'Schedule 13E-3'). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY'S PROXY STATEMENT AND SCHEDULE 13E-3 (IF AND WHEN THEY BECOME AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are or will be able to obtain the documents (if and when available) free of charge either from the SEC's website at or from the Company's Investor Relations webpage at Participants in the Solicitation The Company and its directors, executive officers and other members of management and employees, under SEC rules, will be deemed to be 'participants' in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about the Company's directors and executive officers is set forth in the Company's Proxy Statement on Schedule 14A for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 8, 2025 (available here), under the sections 'Executive and Director Compensation', 'Beneficial Ownership of Securities' and 'Certain Relationships and Related Person Transactions'. To the extent holdings of the Company's securities by its directors or executive officers have changed since the amounts set forth in such 2025 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of the Company's participants in the solicitation, which may, in some cases, be different than those of the Company's stockholders generally, will be set forth in the Company's proxy statement relating to the proposed transaction when it becomes available. Forward-Looking Statements This communication contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, and further include, without limitation, statements reflecting the Company's current views with respect to, among other things, the Company's operations, the Company's financial performance, the Company's industry, the impact of the macroeconomic environment on the Company's business, and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as 'outlook,' 'believes,' 'expects,' 'potential,' 'continues,' 'may,' 'will,' 'should,' 'could,' 'would,' 'seeks,' 'predicts,' 'intends,' 'trends,' 'plans,' 'estimates,' 'anticipates,' 'position us' or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by the Company's stockholders; the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the termination or expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the possibility that competing offers or acquisition proposals for the Company will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require the Company to pay a termination fee; the effect of the announcement or pendency of the proposed transaction on the Company's ability to attract, motivate or retain key executives and associates, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally; the potential impact of certain provisions of the merger agreement on the Company's liquidity and ability to fund its operations during the pendency of the proposed transaction; risks related to the proposed transaction diverting management's attention from the Company's ongoing business operations; the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; the dependence of the Company's business on key clients; the risk of loss of business or non-payment from clients; the Company's failure to cost-effectively acquire new clients; the risk that the Company may provide inadequate service or cause disruptions in the Company's clients' businesses or fail to comply with the quality standards required by the Company's clients under the Company's agreements; the Company's inability to anticipate clients' needs by adapting to market and technology trends; utilization of artificial intelligence by the Company's clients or the Company's failure to incorporate artificial intelligence into its operations; unauthorized or improper disclosure of personal or other sensitive information, or securities breaches and incidents; negative publicity or liability or difficulty recruiting and retaining employees; the Company's failure to detect and deter criminal or fraudulent activities or other misconduct by its employees or third parties; global economic and political conditions, especially in the social media and meal delivery and transport industries from which the Company generates significant revenue; the dependence of the Company's business on its international operations, particularly in the Philippines and India; the Company's failure to comply with applicable data privacy and security laws and regulations; fluctuations against the U.S. dollar in the local currencies in the countries in which the Company operates; the Company's inability to maintain and enhance its brand; competitive pricing pressure; the Company's dependence on senior management and key employees; increases in employee expenses and changes to labor laws; failure to attract, hire, train and retain a sufficient number of skilled employees to support operations; the Company's inability to effectively expand its operations into countries or industries in which the Company has no prior operating experience and in which the Company may be subject to increased business, economic and regulatory risks; reliance on owned and third-party technology and computer systems; and failure to maintain asset utilization levels, price appropriately and control costs; the control of affiliates of Blackstone Inc. and the Company's Co-Founders over the Company; the dual class structure of the Company's common stock; and the volatility of the market price of the Company's Class A common stock. Additional risks and uncertainties include but are not limited to those described under 'Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 6, 2025, as such factors may be updated from time to time in the Company's filings with the SEC, which are accessible on the SEC's website at These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company's SEC filings. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
