8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 31, 2014

THESTREET, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-25779 (Commission File Number) 06-1515824 (IRS Employer Identification No.)

14 WALL STREET, 15^TH FLOOR

NEW YORK, NEW YORK 10005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (212) 321-5000

NA

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01        Completion of Acquisition or Disposition of Assets

On October 31, 2014, The Deal, LLC, a wholly owned subsidiary of TheStreet, Inc., a Delaware corporation (collectively, “the Company”) completed the previously announced acquisition of the entire issued and to be issued share capital of Management Diagnostics Limited ("MDL"), a private limited company headquartered in London, England. MDL owns BoardEx, the leading institutional relationship capital management database and platform (the “Product”).

The Company paid approximately $21 million in cash, as the Company assumed net working capital as part of the purchase, with an agreed purchase price of $22.5 million. The purchase price is subject to a holdback covering certain tax, warranty and indemnity claims and certain deductions relating to purchase price adjustments, taxes and other closing costs. In addition, certain MDL shareholders may be entitled to receive an earn-out payment based on net revenue attributable to the Product for the calendar year ending December 31, 2017. The Company has the right to deduct certain taxes and claims from any earn-out amount that would otherwise be payable under the share purchase agreement. It is expected that any earn-out payable will be paid in the second quarter of 2018. Finally, in connection with the acquisition, the Company purchased Warranty and Indemnity Insurance from Pembroke Syndicate 4000 at Lloyds with a policy limit of $5 million dollars, subject to an excess.

Item 8.01 – Other Events.

On November 3, 2014, the Company issued a press release announcing its completion of the acquisition of MDL. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 Item 9.01 – Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The financial information required by Item 9.01(a) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is filed.

(b) Pro Forma Financial Information.

The financial information required by Item 9.01(b) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is filed.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated November 3, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 3, 2014

THESTREET, LLC

By:	/s/ John Ferrara
Name:	John Ferrara
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

TheStreet Completes Acquisition of BoardEx

Pairs The Deal with the Leading Relationship Capital Management Service

NEW YORK (November 3, 2014) – TheStreet, Inc. (NASDAQ:TST) today announced it completed its acquisition of Management Diagnostics Limited, the developer of the leading relationship capital management service BoardEx. The Company paid approximately $21 million in cash, as the Company assumed net working capital and acquired cash as part of the purchase, with an agreed purchase price of $22.5 million. In addition, an earn-out may be payable in 2018 based on 2017 net revenue of BoardEx’s existing products and services, subject to adjustment.

BoardEx will be integrated into The Deal, a business unit of TheStreet that serves corporate dealmakers with the most sophisticated analysis of mergers and acquisitions, private equity and restructuring. BoardEx’s proprietary people data will be combined with The Deal’s newsroom and transaction data, allowing subscribers to easily network with the very people they read about in The Deal’s exclusive editorial content.

“This combination accelerates TheStreet’s transformation from purely serving retail investors to becoming an indispensable data, news and information source for Wall Street firms. The Deal’s stature as the most informative, in-depth source for deal professionals is without parallel, the BoardEx database doubles the utility of our current platform,” said Elisabeth DeMarse, President, Chairman and CEO of TheStreet. “The acquisition of BoardEx advances the strategic objectives of TheStreet by increasing both institutional content and subscribers. BoardEx’s marquee customer base provides a lucrative, predictable, recurring revenue stream with high renewal rates,” concluded DeMarse.

About TheStreet

TheStreet, Inc. is a leading independent digital financial media company providing business and financial news, investing ideas and analysis to personal and institutional investors worldwide. The Company's portfolio of business and personal finance brands include: TheStreet, RealMoney, RealMoney Pro, Stockpickr, Action Alerts PLUS, Options Profits, MainStreet and RateWatch. To learn more, visit www.thestreet.com. The Deal, the Company's institutional business, provides intraday coverage of mergers and acquisitions and all other changes in corporate control. To learn more, visit www.thedeal.com.

About The Deal

The Deal is a media and data company providing over 45,000 users with extensive coverage of M&A, private equity, restructuring, activism and ECM. As the No. 1 provider of deal intelligence in North America, law firms, investment banks, hedge funds and private equity firms rely on The Deal’s analysis of potential and announced transactions for business development and research. The Deal is the institutional arm of TheStreet, Inc. and has offices in New York, London, Washington, D.C. and Petaluma, CA. For more information, visit www.thedeal.com.

About BoardEx

BoardEx is the global leader in relationship capital management. BoardEx supports its research efforts to provide clients with a highly accurate database that can be used in critical business applications. BoardEx operates worldwide from its offices in London, New York and Chennai, India. More information about BoardEx is available at www.corp.boardex.com.

Forward-Looking Statements

This press release contains forward-looking statements related to TheStreet, The Deal, MDL, the consummation of the acquisition of BoardEx and the potential benefits of the acquisition. Actual events or results may differ materially from those contained in the forward-looking statements due to risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to, risks associated with: our ability to successfully integrate BoardEx and its technology and personnel following the closing of the acquisition; execution of our plans and strategies for the combined operations, including with respect to The Deal products and features; demand for these enhanced products and services; conducting operations in India and other important factors that could cause the results of the acquisition to differ materially from those contained in our forward-looking statements. Please refer to the documents TheStreet files from time to time with the SEC, including TheStreet’s most recent Form 10-K and Form 10-Qs and the Form 10-Q TheStreet will file for the quarter ended September 30, 2014. These SEC filings contain and identify important factors that could cause the results of the acquisition to differ materially from those contained in the forward-looking statements. Although TheStreet believes that the expectations reflected in the forward-looking statements are reasonable, TheStreet cannot guarantee future results, levels of activity, performance, or achievements. TheStreet is under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results.

CONTACT:

John Ferrara

Chief Financial Officer

TheStreet, Inc.

212-321-5234

ir@thestreet.com

Erica Mannion

Investor Relations

Sapphire Investor Relations, LLC

415-471-2700

ir@thestreet.com

Emily Scheer

Public Relations Manager

TheStreet, Inc.

212-321-5521

Emily.scheer@thestreet.com