Attached files
| file | filename |
|---|---|
| EX-23.2 - EXHIBIT 23.2 - Thryv Holdings, Inc. | nt10024526x10_ex23-2.htm |
| EX-23.1 - EXHIBIT 23.1 - Thryv Holdings, Inc. | nt10024526x10_ex23-1.htm |
| EX-5.1 - EXHIBIT 5.1 - Thryv Holdings, Inc. | nt10024526x10_ex5-1.htm |
As filed with the Securities and Exchange Commission on May 27, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Thryv Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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7374
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13-2740040
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261
(972) 453-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joseph A. Walsh
Chief Executive Officer
2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261
(972) 453-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Corey R. Chivers
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 (Phone)
(212) 310-8007 (Fax)
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Lesley Bolger
Thryv Holdings, Inc.
2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261
(972) 453-7000
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Christopher D. Lueking
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Telephone: (312) 876-7700
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☒ 333-256437
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging Growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Security Being Registered
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Amount
Being
Registered(1)(2)
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Proposed
Maximum
Offering Price
per Security(1)
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Proposed
Maximum
Aggregate
Offering Price(1)(3)
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Amount of
Registration Fee(4)(5)
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Common Stock, $0.01 par value per share
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849,189
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$23.50
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$19,955,942
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$2,177.19
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(1)
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Includes the offering of additional shares of common stock pursuant to the underwriters’ option to purchase additional shares.
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(2)
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Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-256437).
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(3)
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Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, for the purpose of determining the registration fee based on the public offering price per share of $23.50.
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(4)
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The Registrant previously registered securities having a proposed maximum aggregate offering price of $99,779,750 on its Registration Statement on Form S-1, as amended (File No. 333-256437), which was declared
effective by the Securities and Exchange Commission on May 26, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $19,955,942 is hereby registered,
which includes securities issuable upon the exercise of the underwriters’ over-allotment option.
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(5)
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As set forth on the registrant’s Registration Statement on Form S-1 (File No. 333-256437) (the “Prior Registration Statement”), the 849,189 shares of the registrant’s common stock previously registered for
resale on the registrant’s Registration Statement on Form S-1 (File No. 333-256294) (the “Resale Registration Statement”) are being carried forward to this registration statement pursuant to Rule 429 under the Securities Act and are being
offered by the selling stockholders named in the Prior Registration Statement. A filing fee of $67,120.02 (the “Previously Paid Fee”) was previously paid in connection with the Resale Registration Statement and $10,855,97 of such amount was
applied to the total registration fee of the Prior Registration Statement. $2,177.19 of the Previously Paid Fee is applied to the total registration fee herein pursuant to Rule 457(p), offsetting the total registration fee herein. The
Previously Paid Fee will continue to be applied to such unsold shares, which the Registrant may continue to offer and sell pursuant to this registration statement.
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The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Thryv Holdings, Inc., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This
Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-256437) (the “Prior Registration Statement”), initially filed by the Registrant on May 24, 2021 and declared effective by the Securities
and Exchange Commission on May 26, 2021. This Registration Statement covers the registration of an additional 849,189 of the Registrant’s shares of common stock (including 110,763 shares of common stock which may be issued upon exercise of a 30-day
option granted to the underwriters to cover over-allotments, if any). The required opinions of counsel and related consent and accountant’s consents are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior
Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-256437) are incorporated by reference into, and shall be deemed a part of,
this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
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Exhibit
No.
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Description
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Opinion of Weil, Gotshal & Manges LLP, Counsel to Registrant.
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Thryv Holdings, Inc.
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Consent of Ernst & Young LLP, Independent Auditors for Sensis Holdings Limited.
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Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
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Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-256437)) filed on May 24, 2021.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of
Dallas, State of Texas on the 27th day of May 2021.
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THRYV HOLDINGS, INC.
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By:
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/s/ Joseph A. Walsh
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Name:
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Joseph A. Walsh
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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/s/ Joseph A. Walsh
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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May 27, 2021
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Joseph A. Walsh
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/s/ Paul D. Rouse
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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May 27, 2021
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Paul D. Rouse
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*
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Chairman and Director
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May 27, 2021
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Jason Mudrick
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*
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Director
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May 27, 2021
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Amer Akhtar
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*
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Director
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May 27, 2021
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Bonnie Kintzer
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*
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Director
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May 27, 2021
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| Ryan O’Hara | |||
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*
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Director
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May 27, 2021
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| John Slater | |||
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*
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Director
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May 27, 2021
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| Lauren Vaccarello | |||
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*
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Director
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May 27, 2021
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| Heather Zynczak |
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*By:
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/s/ Paul D. Rouse
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Paul D. Rouse
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Attorney-in-Fact
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