DRS/A

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Amendment No. 4 to confidential submission
As confidentially submitted to the Securities and Exchange Commission on August 3, 2020
This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

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)

Delaware	7374	13-2740040
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

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:

Alexander D. Lynch
Corey R. Chivers
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 (Phone)
(212) 310-8007 (Fax) Lesley Bolger
Thryv Holdings, Inc.
2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261
(972) 453-7000

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.  ☐

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 or a smaller reporting 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 in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

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 to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock, $0.01 par value per share		Not applicable	$	$

(1)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act. Given that there is no proposed maximum offering price per share of common stock, the Registrant calculated the proposed maximum aggregate offering price by analogy to Rule 457(f)(2), based on the book value of $0.59 per share of the common stock the Registrant registered, which was calculated from its unaudited condensed consolidated balance sheet as of March 31, 2020. Given that the Registrant’s common stock is not traded on an exchange or over-the-counter on a recent or sustained basis, the Registrant did not use the market prices of its common stock in accordance with Rule 457(c).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated August 3, 2020

PRELIMINARY PROSPECTUS

 

Shares

Thryv Holdings, Inc.

Common Stock

This prospectus relates to the registration of the resale of up to    shares of our common stock by our stockholders identified in this prospectus (the “Registered Stockholders”). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through ordinary brokerage transactions on the Nasdaq Capital Market (“Nasdaq”). See “Plan of Distribution.” If the Registered Stockholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders.

No public market for our common stock currently exists, and our shares of common stock have a limited history of trading in private transactions. For more information, see “Private Sales of Our Capital Stock.” Our recent trading prices in private transactions may have little or no relation to the opening public price of our shares of common stock on Nasdaq or the subsequent trading price of our shares of common stock on Nasdaq. Further, the listing of our common stock on Nasdaq without underwriters is a novel method for commencing public trading in shares of our common stock, and consequently, the trading volume and price of shares of our common stock may be more volatile than if shares of our common stock were initially listed in connection with an underwritten initial public offering.

On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which I-Bankers Securities, Inc. (“I-Bankers”), in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once I-Bankers has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with the Nasdaq rules. If I-Bankers then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with the Nasdaq rules. Under the Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with I-Bankers in its capacity as our financial advisor. In the event that more than one price exists under (iii), I-Bankers will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder, which may require that I-Bankers request that Nasdaq determine the Current Reference Price in its sole discretion. The Registered Stockholders, including funds managed by Mudrick Capital Management, L.P. (“Mudrick Capital”), will not be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading. I-Bankers will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, I-Bankers will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution.”

Mudrick Capital owns more than 50% of the voting power of our outstanding common stock. Therefore, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. As a result, Mudrick Capital will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. As a Registered Stockholder, Mudrick Capital may, from time to time, sell shares of common stock, which could impact its voting influence and our status as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. See “Risk Factors—Risks Related to Ownership of Our Common Stock” and “Principal and Registered Stockholders.”

We have applied to list our common stock on Nasdaq under the symbol “THRV.” We expect our common stock to begin trading on Nasdaq on or about   ,   .

See “Risk Factors” beginning on page 12 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated    , 2020.

 

 

 

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

TABLE OF CONTENTS

	Page
About This Prospectus	iii
Prospectus Summary	1
Summary Historical Consolidated Financial Data	9
Risk Factors	12
Cautionary Note Regarding Forward-Looking Statements	46
Use of Proceeds	47
Dividend Policy	48
Capitalization	49
Selected Historical Consolidated Financial Data and Other Data	50
Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Business	78
Management	91
Executive and Director Compensation	109
Principal and Registered Stockholders	126
Certain Relationships and Related Party Transactions	129
Description of Material Indebtedness	132
Description of Capital Stock	136
Shares Eligible for Future Sale	141
Private Sales of Our Capital Stock	144
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders	145
Plan of Distribution	148
Legal Matters	150
Experts	150
Where You Can Find More Information	151
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus or in any free-writing prospectus we may specifically authorize to be delivered or made available to you. Neither we nor any of the Registered Stockholders (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus or any free-writing prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States: Neither we nor any of the Registered Stockholders have done anything that would permit the use of or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, the offering of common stock by the Registered Stockholders and the distribution of this prospectus outside of the United States.

Trademarks, Trade Names and Service Marks

We and our subsidiaries own or have the rights to various copyrights, patents, trademarks, trade names and service marks, including the following: Thryv®, Thryv Leads®, Thryv Complete^SM, Thryv Your Business Smarter®, The Real Yellow Pages®, Yellowpages.com®, Dexknows.com® and Superpages.com® and various logos used in association with these terms. Solely for convenience, the trademarks, trade names and service marks referred to herein are listed without the ^©, ^®, and ^SM symbols, but such references are not intended to

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indicate, in any way, that Thryv, or the applicable owner, will not assert, to the fullest extent under applicable law, Thryv’s or their, as applicable, rights to these trademarks, trade names, and service marks. Other trademarks, service marks, or trade names appearing in this prospectus are the property of their respective owners.

Market and Industry Information

Unless otherwise indicated, market data and industry information used throughout this prospectus are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications, other publicly available information prepared by a number of sources, including an Industry Usage Study by Localogy (formerly known as the Local Search Association). All of the market data and industry information used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. Projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

Non–GAAP Financial Measures

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In this prospectus, we also present certain non-GAAP financial measures, including Adjusted EBITDA and Free Cash Flow, as defined below.

We have included non-GAAP measures in this prospectus because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA and Free Cash Flow provide useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA and Free Cash Flow are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA and Free Cash Flow provide investors with the financial measures that most closely align with our internal processes.

We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) plus Interest expense, Provision (benefit) for income taxes, Depreciation and amortization expense, Stock-based compensation expense, Restructuring and other integration charges, Non-cash gain from remeasurement of indemnification asset and non-operating expenses, such as Other components of net periodic pension cost, Loss (gain) on early extinguishment of debt and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to net income as a performance measure. We define Free Cash Flow (“Free Cash Flow”) as Net cash provided by operating activities less cash expenditures for additions to fixed assets and capitalized software. Free Cash Flow should not be considered as an alternative to cash flows from operations as a liquidity measure.

Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with U.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.

For a reconciliation of each non-GAAP financial measure to its most directly comparable U.S. GAAP measure, see “Prospectus Summary — Summary Historical Consolidated Financial Data” and Selected Historical Consolidated Financial Data and Other Data— Non-GAAP Financial Measures.”

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ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-1 that we filed with the SEC using a “shelf” registration or continuous offering process. Under this shelf process, the Registered Stockholders may, from time to time, sell the common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution.” You may obtain this information without charge by following the instructions under the section titled “Where You Can Find More Information” appearing elsewhere in this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our common stock.

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PROSPECTUS SUMMARY

This summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the information presented under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and notes related thereto included elsewhere in this prospectus before making an investment decision. Unless the context requires otherwise, references to “our company,” “we,” “us,” “our,” “Company” and “Thryv” refer to Thryv Holdings, Inc. and its subsidiaries on a consolidated basis.

Our Mission

Thryv Holdings, Inc. is dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them.

Business Overview

Our Company is built upon a rich legacy in the marketing and advertising industry. We are one of the largest companies in the United States that provides small-to-medium sized businesses (“SMBs”) with print and digital marketing solutions and Software as a Service (“SaaS”) end-to-end customer experience tools. Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day operations.

As of March 31, 2020, we serve over 380,000 SMB clients through two business segments: Marketing Services and SaaS.

Marketing Services

Our Marketing Services segment provides both print and digital solutions and generated $286.8 million, or 90.0%, and $1,292.2 million, or 90.9% of consolidated total revenues for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively. We believe our Marketing Services segment delivers high-quality cost-effective business leads to our SMB clients, and our decades of experience in local U.S. markets gives us a competitive advantage. As of March 31, 2020, our approximately 370,000 Marketing Services clients had a monthly average revenue per unit (“ARPU”) of approximately $227 for the three months ended March 31, 2020. As of December 31, 2019, our approximately 387,000 Marketing Services clients had a monthly ARPU of approximately $235 for the year ended December 31, 2019. Our primary Marketing Services offerings include:

• Print Yellow Pages. Print marketing solutions through our owned and operated Print Yellow Pages (“PYPs”), which carry “The Real Yellow Pages” tagline;

• Internet Yellow Pages. Digital marketing solutions through our proprietary Internet Yellow Pages (“IYPs”), including Yellowpages.com, Superpages.com and Dexknows.com;

• Search Engine Marketing. Search engine marketing (“SEM”) solutions that deliver business leads from Google, Yahoo!, Bing, Yelp and other major engines and directories; and

• Other Digital Media Solutions. Other digital media solutions, which include stand-alone websites, online display and social advertising, online presence and video and search engine optimization (“SEO”) tools.

The table below presents revenues for our Marketing Services solutions:

	Three Months Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands) (unaudited)		(in thousands)
Marketing Services
PYP	$137,379	$196,389	$604,417	$798,838	$542,745
IYP	75,023	88,219	340,257	379,687	259,526
SEM	49,696	60,745	232,084	328,814	288,161
Other	24,657	29,955	115,459	152,447	152,582
Total Marketing Services	$286,755	$375,308	$1,292,217	$1,659,786	$1,243,014

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SaaS

Our SaaS segment is comprised of Thryv® (our “Thryv platform”), our SMB end-to-end customer experience platform, Thryv Leads® (“Thryv Leads”), our integrated lead management solution, and add-ons that help our clients manage their day-to-day operations. Our SaaS segment generated $31.8 million, or 10.0%, and $129.2 million, or 9.1% of consolidated total revenues for the three months ended March 31, 2020 and for the year ended December 31, 2019, respectively. We launched our Thryv platform in 2015, and as of March 31, 2020, we had approximately 45,000 total SaaS clients with a monthly ARPU of approximately $238 for the three months ended March 31, 2020. As of December 31, 2019, we had approximately 47,000 total SaaS clients with a monthly ARPU of approximately $219 for the year ended December 31, 2019. Our primary SaaS offerings include:

• Thryv®, our Thryv platform, is our flagship SMB end-to-end customer experience platform. It helps small businesses “get the job, manage the job, and get credit” for their jobs. It includes capabilities such as customer relationship management (“CRM”), omni-channel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management and centralized customer communication.

• Thryv Leads®and add-ons. Thryv Leads is our integrated lead management solution, and we offer a range of add-ons that can be purchased in conjunction with our Thryv platform including, but not limited to, a multi-location management dashboard, website development and SEO tools.

The table below presents revenues for our SaaS offerings:

	Three Months Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands) (unaudited)		(in thousands)
SaaS
Thryv platform	$23,230	$25,885	$96,887	$111,875	$72,755
Thryv Leads and add-ons	8,585	6,891	32,270	12,740	2,397
Total SaaS	$31,815	$32,776	$129,157	$ 124,615	$ 75,152

Integration of Marketing Services and SaaS

Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. We have worked for decades in our local communities, providing marketing solutions to SMBs. We found that SMBs need technology solutions to communicate with the large portion of consumers who now do business via their smartphones. We launched our SaaS business in 2015 to provide SMBs with the resources to compete for today’s mobile consumers. In 2020, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and contact-less customer interactions. This trend has accelerated from March 2020 onwards.

In 2019, we delivered more than 67 million PYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions. In 2019, our PYP, IYP, SaaS and other lead generation solutions delivered more than 76 million consumer business leads to SMBs nationwide. In addition, in 2019, we generated approximately 4.4 billion U.S. consumer references to, or views of, our PYP and IYP sites and IYP partner sites.

We reach our clients utilizing a multi-channel sales approach that allows us to meet market demand through an extensive inside and outside sales force, channel partners and targeted digital campaigns. Our nationwide sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from competitors.

While we believe we derive a competitive advantage from our industry experience, sizable salesforce, and Thryv platform, existing and potential SMBs have choices when selecting SaaS solutions. Numerous niche cloud-based tools are available for SMBs to self-provision online, and other providers market competing end-to-end solutions. Because the cost of entry into the SaaS space is relatively low, new entrants continue to emerge. Although we believe many of these solutions lack a comprehensive set of features and offer less onboarding and customer support, SMBs may opt for less expensive solutions or for a package of solutions provided by less experienced entrants at a lower cost. See “Risk Factors — We face significant competition for

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our Marketing Services solutions and SaaS offerings, which may harm our ability to add new clients, retain existing clients and grow our business. Competitors include companies who use components of our SaaS offerings provided by third parties.”

Industry Background

The business environment in which our SMB clients operate has undergone a dramatic transformation due to technology improvements that put the consumer more than ever in charge of how, when, and where they do business. We believe the current business environment has resulted in significant challenges for our SMB client base:

• Rising Expectations of the Digital Consumer. Consumers have grown accustomed to sophisticated web platforms and mobile applications that deliver modern solutions. Large enterprises have optimized experiences such as one-click e-commerce, instant ride-sharing, and food delivery applications. Many SMBs are challenged to create these “frictionless” customer experiences by themselves.

• Increasingly Fragmented Consumer Marketplace. As a growing majority of consumers turn to digital platforms and applications for information, SMBs face challenges in finding ways to connect with their customers. Meanwhile, a subset of consumers still prefers traditional forms of media, such as print. We believe it is increasingly difficult for SMBs to target both of these consumer segments with a coherent strategy.

• Businesses Are Challenged to Determine Which Advertising Is Effective. The old John Wanamaker adage, “Half the money I spend on advertising is wasted; the trouble is, I don’t know which half,” is still true. We believe the print and digital advertising choices for SMBs have become overwhelming and that many SMBs benefit from assistance in identifying the most advantageous advertising medium.

Market Opportunity

In 2019, the SMB market in the United States included an estimated 30 million SMBs and an additional 770,000 fast-growing franchise establishments.

Marketing Services

In 2020, local advertising revenue in the U.S. market is forecast to be $144.3 billion annually, including all forms of advertising. Directory advertising and local digital advertising spending in the United States in 2020 are forecast to be $1.6 billion and $66.9 billion, respectively.

SaaS

In the U.S. market, our SaaS solutions are best suited to our total addressable market of SMBs with two to 50 employees, many of whom have outgrown manual processes. We estimate SMBs with two to 50 employees represent nearly 8 million of the 30 million U.S. SMBs. The SMB market is an attractive target for sales of cloud-based tools because market penetration is still low, with 64% of SMBs still not subscribed to cloud software or services, and the increased need for SMBs to integrate technology solutions that facilitate a remote working environment and contact-less customer interactions.

Our Solutions

Comprehensive Marketing Services Offering

We have a full portfolio of marketing solutions for SMBs, including PYP, IYP, SEM, SEO, websites, and video advertising. This enables SMBs to craft a comprehensive marketing strategy with us as the one-stop provider. For example, PYP provides value to SMBs seeking to reach consumers who prefer traditional forms of print media, IYP helps efficiently position a client’s business on well-trafficked online directories, and SEM allows SMBs to generate customer traffic directly with ads on Google and other search engines.

Leading Presence in Print Advertising

As the largest publisher of print directories in the United States, we provide clients with insights into how traditional media can reach and advertise to a large segment of the consumer population. In the United States, PYP users tend to be over 55, more affluent and more likely to own a single–family home, resulting in higher sales conversion rates for our SMB clients.

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Enables SMBs to Deliver Customer Experiences That We View as Best-in-Class within One Platform

Our Thryv platform delivers many features relevant to SMB needs, including CRM, omni-channel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management and centralized customer communication.

Dynamic Tracking and Access to Unparalleled SMB Data

The effectiveness of each of our solutions can be measured with tracking software that enables SMBs to easily analyze the performance of their ad campaigns. We examine operational measures from various sources that help us understand how a client’s marketing services program is working and use these to monitor their effectiveness and performance. As a result, we give SMBs actionable insights to attract and retain new customers.

Optimizes Advertising Budgets and Business Leads Generation

Our Thryv Leads solution recommends an appropriate dollar budget for each SMB based on its business vertical and market geography. Thryv Leads chooses the optimal mix of advertising solutions for each SMB by using machine learning capabilities to generate a tailored solution for each of our clients. Thryv Leads then automatically injects resulting business leads into the SMB’s CRM system, while also enriching the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers.

Our Strengths

Deep Expertise in the SMB Marketspace

Our deep understanding of SMBs is founded on our decades of experience in the SMB marketspace. Many of our operations personnel, customer service team, marketing team, sales people and executives have been working with SMBs for decades. They have strong client relationships and a deep understanding of how our clients use our solutions, which has allowed us to continue serving our clients effectively through virtual interactions during the COVID-19 pandemic.

Strong Integrated SaaS Solution

Our product team works in partnership with, third-party developers that we view as best-in-class in the SMB space to deliver a platform that we believe exceeds the expectations of SMB clients. The result is a platform architecture that gives us a highly competitive SaaS solution with significant flexibility and scalability. Furthermore, we believe that we are the only SaaS player of scale focused on SMBs that offers a business leads-based solution integrated into a cloud-based platform.

Multi-Channel Go-to-Market Approach Including an Extensive Sales Force

Our go-to-market approach includes a nationwide sales force, a telephone-based sales force, agency resellers, other channel partners and marketing campaigns that drive significant inbound sales orders for our solutions. We believe, in particular, that our on-the-ground presence of approximately 1,285 and 1,355 salespeople, as of March 31, 2020 and December 31, 2019, respectively, in local communities and telephone centers across the United States differentiates us from our competitors. Many SMBs have decades-long relationships with their sales representative, who can effectively communicate the benefits of our solutions in person, virtually or by telephone. Our long-standing relationships have allowed us to continue to effectively serve our clients via virtual interactions during the COVID-19 pandemic as in-person interactions have been limited.

Favorable Cost Structure

We believe we have a highly variable cost structure. In our Marketing Services segment, the relatively predictable demand of our PYP business and our cost management strategy have historically resulted in strong profits for the segment. On the cost side, we rely on third-party printers and cost–effective long-term paper, printing and directory distribution contracts. In our digital marketing solutions, we utilize a variety of platforms,

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including low-cost search providers, which only charge us on a per-click basis. In our SaaS segment, we have purposefully built the business to minimize fixed costs through our flexible contract terms with our third-party service providers, which resulted in favorable profitability for the segment during the three months ended March 31, 2020 and the year ended December 31, 2019.

Strong Cash Flow and Operating Performance

We have historically generated significant cash flow as a result of our strong operating performance, variable cost structure, limited capital expenditures and relatively low working capital needs. We reported net income of $28.1 million and $34.5 million for the three months ended March 31, 2020 and 2019, respectively. We reported net income of $35.5 million, $52.3 million and net loss of $171.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. We had adjusted EBITDA of $104.4 million and $150.0 million for the three months ended March 31, 2020 and 2019, respectively. We had Adjusted EBITDA of $480.5 million, $546.7 million and $253.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. We generated $45.6 million and $64.8 million of operating cash flow, and $36.5 million and $62.8 million of Free Cash Flow, during the three months ended March 31, 2020 and 2019, respectively. We generated $270.6 million, $347.1 million and $240.8 million of operating cash flow and $244.5 million, $319.6 million and $220.8 million of Free Cash Flow for the years ended December 31, 2019, 2018 and 2017, respectively.

Experienced Management Team

Our management team has decades of experience helping SMBs. Our CEO, Mr. Joe Walsh, launched his first yellow pages company, Independent Yellow Pages Publishing, as an entrepreneur, in the early 1980s. In 1993, he became CEO of Yellowbook, Inc., which grew from a regional business in the Northeast to a successful national company, and which was later acquired by a multinational media company, British Telecom. Our management team has transformed the Company by generating profitability and cash flow, while investing in our SaaS solutions and creating a vibrant, technology-driven culture. On average, our management team has 30 years of experience in the SMB marketing industry and possesses expertise in a broad range of relevant disciplines.

Our Strategy

Continuous Innovation Drives Retention and Growth

In our Marketing Services business, we continue to improve the value of our solutions and leverage our extensive sales force to drive retention of clients. For example, in our PYP business, we have simplified ad pricing, added colorful new local covers and modified book formatting to make the books more useful and readable. Additionally, we increasingly renew digital (non-print) accounts through an automated process. In our SEM business, we have improved our bidding process, launched new features and boosted traffic from distribution partner sites. In our SaaS business, we continue to improve our Thryv platform by analyzing user behavior and client requests in order to expand the feature set and interoperability with other popular cloud-based tools. We continue to improve Thryv which uses machine learning capability to optimize the placement of the SMBs’ ads and help SMBs reduce their costs.

Transition into SaaS

Our current executive team came onboard in 2014 with a plan to expand beyond the legacy Marketing Services segment into the SaaS segment. Our plan has been, and continues to be, to develop and grow our SaaS segment to better serve SMBs, while continuing to maintain profitability within our Marketing Services segment. We have selectively utilized a portion of the cash generated from our profitable Marketing Services segment to support initiatives in our evolving SaaS segment, which has represented an increasing percent of total revenue since launch. The SaaS segment became profitable during 2019.

Leverage Our Nationwide Scale and Extensive Sales Force

We have one of the largest SMB-focused sales forces in the country within the marketing solutions and SaaS space, which we utilize to attract and manage our clients. We leverage our sales force to introduce our SaaS solutions to new prospects and existing Marketing Services clients in local and virtual meetings. As of

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March 31, 2020, our efforts led to 66% of our new SaaS clients originating from our Marketing Services segment. SMB demand for SaaS solutions continues to grow as SMBs increase their remote working capabilities and contact-less customer interactions due to the COVID-19 pandemic.

Actively Manage Shift in Marketing Services Revenue Mix to Maintain Profitability

We continue to manage our Marketing Services offerings, some of which are in structural decline, notably print, in order to maximize profitability and extend the life of these solutions. Our cost management strategy includes the utilization of third-party printers and cost-effective long-term paper, printing and directory distribution contracts.

Continued Cash Flow Generation and Selected Capital Allocation

We remain highly focused on methodically managing our assets, maintaining a highly variable cost structure and building our SaaS business in a way to continue to position us to generate significant cash flow. We believe that our cash flow generation and strategic capital allocation will enable us to continue to reduce debt and pursue acquisitions to create value for our stockholders. We will continue to employ a disciplined financial policy that maintains our financial strength and favorable cost structure.

Opportunistic Acquisitions to Drive Synergy

The Companyhas experience executing accretive acquisitions in the industry. We are well-positioned to continue this strategy to leverage our platform and scale in our industry. Historically, as a result of our acquisitions, we have realized significant cost synergies and obtained new clients that also bought our SaaS solutions. For example, in 2017, in a single transaction, we acquired YP Holdings LLC and Print Media Holdings LLC (the “YP Acquisition”), leading marketing solutions and search platform providers and publishers of The Real Yellow Pages and Yellowpages.com, which ultimately resulted in significant cost savings and more than 20,000 new SaaS customers.

International Growth

We are looking to expand into international markets, which we view as a large opportunity for growth. We intend to penetrate international markets either through acquisition, re-seller agreements or other commercial arrangements. Internationally, there are approximately 35 million SMBs in our target market.

Our Financial Sponsor

Mudrick Capital was founded in 2009 to focus on investment opportunities in distressed credit and post-restructured equities. As of June 1, 2020, Mudrick Capital managed approximately $2.3 billion, primarily for institutional clients such as pension funds, endowments, foundations, insurance companies, family offices, funds of funds and high net worth individuals.

Funds managed by Mudrick Capital own more than 50% of the voting power of our outstanding common stock. Therefore, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq, on which we intend to apply to list our shares of common stock. As a result, Mudrick Capital will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. As a Registered Stockholder, Mudrick Capital may, from time to time, sell shares of common stock, which could impact its voting influence and our status as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. See “Risk Factors — Risks Related to Ownership of Our Common Stock” and “Principal and Registered Stockholders.”

Risks Associated with our Business and Owning Our Common Stock

Our business and owning our common stock are subject to numerous risks and uncertainties, including those highlighted in “Risk Factors.” These risks include, but are not limited to, the following:

• your ability to sell your common stock at or above the price you bought them for due to (i) our listing not having the same safeguards as an underwritten initial public offering, which may result in the public price of our shares of common stock being volatile and declining significantly and rapidly upon listing, or (ii) the failure of an active, liquid, and orderly market for our shares of common stock to develop or be sustained;

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• none of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Following our listing, sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the market price of our common stock to decline;

• significant competition for our Marketing Services solutions and SaaS offerings which include companies who use components of our SaaS offerings provided by third parties;

• we may not maintain profitability;

• we may not manage our growth effectively;

• we may not be able to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;

• the effect of COVID-19 (as defined below) on our business, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;

• we may not maintain our strategic relationships with third-party service providers;

• internet search engines and portals potentially terminating or materially altering their agreements with us;

• we may not keep pace with rapid technological changes and evolving industry standards;

• our SMB clients potentially opting not to renew their agreements with us or renewing at lower spend;

• potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;

• our potential failure in identifying and acquiring suitable acquisition candidates; and

• the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees.

For a discussion of these and other risks you should consider before making an investment in our common stock, see “Risk Factors.”

Corporate History and Information

We were incorporated in Delaware on August 17, 2012 as Newdex, Inc. On April 30, 2013, we merged with Dex One Corporation and SuperMedia LLC and changed our name to Dex Media, Inc. On December 30, 2016, we changed our name to Dex Media Holdings, Inc.

The common stock of our predecessor, Dex Media, Inc., traded on the Nasdaq Global Select Market under the symbol “DXM” and was delisted in January 2016. Dex Media, Inc. declared bankruptcy in 2016 to restructure its balance sheet (the “Restructuring”) and emerged three months later using a prepackaged plan. As a result of the Restructuring, Dex Media, Inc.’s debt was reduced by approximately $1.8 billion and former lenders, including funds and accounts managed by Mudrick Capital, Paulson & Co. Inc. (“Paulson”), Ares Management LLC and their respective affiliates, who were members of the steering committee of the ad hoc group of Dex Media, Inc.’s lenders, obtained ownership of 100% of the common stock of the reorganized Dex Media, Inc., subject to dilution from a management incentive plan, and $600 million of loans under the reorganized Dex Media, Inc.’s new credit agreement (the “Original Term Facility”). Dex Media, Inc. was renamed Dex Media Holdings, Inc. in December 2016.

On June 30, 2017, in a single transaction, we completed the YP Acquisition and began operating as DexYP. In order to finance the YP Acquisition, we amended our Original Term Facility on June 30, 2017 and increased our borrowings thereunder by $550.0 million. Affiliates of Mudrick Capital, Paulson and GoldenTree Asset Management LP (“GoldenTree”), each of which beneficially owned more than 5% of our common stock at the time of the amendment, were lenders pursuant to the amendment. We subsequently amended and restated our Original Term Facility by entering into an amended and restated credit agreement, dated December 31, 2018 (the “Term Loan Agreement”). As of March 31 2020, we had $575.4 million principal amount outstanding (net of debt issuance costs of $0.6 million) under our senior secured term loan facility (the “Senior Term Loan”) and

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$122.1 million amount outstanding and $69.9 million available borrowing capacity under our senior secured asset-based revolving credit facility (the “ABL Facility” and, together with the Senior Term Loan, the “Senior Credit Facilities”). See “Description of Material Indebtedness — Senior Credit Facilities.”

In July 2019, we renamed the company Thryv Holdings, Inc. to reflect our focus on our SaaS solutions.

Our principal executive offices are located at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, TX, 75261, and our main telephone number is (972) 453-7000. Our corporate website address is www.corporate.thryv.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth our summary historical consolidated financial data for the periods and as of the dates indicated. We derived the consolidated statements of operations data for the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2019 and 2018 from our audited annual consolidated financial statements and related notes thereto included elsewhere in this prospectus. We derived the consolidated statements of operations data for the three months ended March 31, 2020 and 2019 and the consolidated balance sheet data as of March 31, 2020 from our unaudited interim condensed consolidated financial statements and related notes thereto included elsewhere in this prospectus.

Our historical results are not necessarily indicative of future net income (loss). The information set forth below should be read in conjunction with the “Selected Historical Consolidated Financial Data and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Capitalization,” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

Consolidated Statements of Operations Data:

	Three Months Ended March 31,		Years Ended December 31,
	2020(1)(2)	2019(1)(2)	2019(1)(2)	2018(1)(2)	2017(2)
	(in thousands, except share and per share data)		(in thousands, except share and per share data)
	(unaudited)
Revenue	$318,570	$408,084	$1,421,374	$1,784,401	$1,318,166
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	99,620	133,237	476,355	647,288	553,293
Sales and marketing	75,353	93,501	352,740	469,238	370,548
General and administrative	44,132	48,751	179,956	238,554	223,887
Depreciation and amortization	37,823	52,519	206,270	266,975	301,435
Total operating expenses	256,928	328,008	1,215,321	1,622,055	1,449,163
Operating income (loss)	61,642	80,076	206,053	162,346	(130,997)
Other income (expense):
Interest expense	(19,930)	(22,264)	(92,951)	(82,697)	(67,815)
Other components of net periodic pension costs	(201)	(1,843)	(53,161)	(516)	(40,804)
(Loss) gain on early extinguishment of debt	—	(6,375)	(6,375)	(18,375)	751
Income (loss) before (provision) benefit for income taxes	41,511	49,594	53,566	60,758	(238,865)
(Provision) benefit for income taxes	(13,409)	(15,106)	(18,062)	(8,487)	67,541
Net income (loss)	$28,102	$34,488	$35,504	$52,271	$(171,324)
Net income (loss) per common share:
Basic	$0.48	$0.33	$0.48	$0.51	$(1.69)
Diluted	$0.45	$0.32	$0.45	$0.49	$(1.69)
Weighted-average shares used in computing basic and diluted net income (loss) per common share:
Basic	58,640,916	103,196,920	73,521,230	103,196,920	101,586,026
Diluted	63,047,747	109,345,093	78,221,765	107,336,152	101,586,026

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Other Financial Data:

	Three Months Ended March 31,		Years Ended December 31,
	2020(1)(2)	2019(1)(2)	2019(1)(2)	2018(1)(2)	2017(2)
	(in thousands)
Other Financial Data:
Adjusted EBITDA(3)	$104,429	$149,995	$480,498	$546,714	$253,256
Free Cash Flow(3)	36,520	62,785	244,534	319,632	220,801

Consolidated Balance Sheet Data:

	As of March 31,	As of December 31,
	2020(1)(2)	2019(1)(2)	2018(1)(2)
	(in thousands) (unaudited)	(in thousands)
Cash and cash equivalents	$1,203	$1,912	$34,169
Adjusted working capital(4)	216,348	221,128	321,714
Total assets(5)	1,353,804	1,388,292	1,653,488
Long-term debt obligations	697,523	714,392	545,861
Financing obligations	55,985	56,117	57,343
Total liabilities(5)	1,319,912	1,361,032	1,225,148
Total stockholders’ equity	$33,892	27,260	428,340

(1)
The Company’s operating results and financial position for the years ended December 31, 2019 and 2018 were impacted by the adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers, (“ASC 606”). The Company used the modified retrospective method of adoption. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting guidance under Accounting Standards Codification 605, Revenue Recognition, (“ASC 605”). The adoption of ASC 606 resulted in a decrease to revenues of $8.6 million for the year ended December 31, 2018. See Note 1, Description of Business and Summary of Significant Accounting Policies, and Note 2, Revenue Recognition, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information. Results for the three months ended March 31, 2020 and 2019 were both presented under ASC 606.

(2)
The Company’s operating results for the three months ended March 31, 2020 and 2019, and for the years ended December 31, 2019, 2018 and 2017 are impacted by the YP Acquisition, which occurred on June 30, 2017. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, see Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.

(3)
Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. We define Adjusted EBITDA as Net income (loss) plus Interest expense, Provision (benefit) for income taxes, Depreciation and amortization expense, Loss/(gain) on early extinguishment of debt, Restructuring and integration charges, Stock-based compensation expense, Other components of net periodic pension cost, Non-cash gain from remeasurement of indemnification asset and certain unusual and non-recurring charges that might have been incurred. We define Free Cash Flow as Net cash provided by operating activities less cash expenditures for additions to fixed assets and capitalized software. For a discussion of Adjusted EBITDA and Free Cash Flow, please refer to “Non-GAAP Financial Measures” and “Selected Historical Consolidated Financial Data and Other Data – Non-GAAP Financial Measures,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following is the reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income:

	Three Months Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands)
Reconciliation of Adjusted EBITDA
Net income (loss)	$28,102	$34,488	$ 35,504	$ 52,271	$ (171,324)
Interest expense	19,930	22,264	92,951	82,697	67,815
Provision (benefit) for income taxes	13,409	15,106	18,062	8,487	(67,541)
Depreciation and amortization expense	37,823	52,519	206,270	266,975	301,435
Loss (gains) on early extinguishment of debt	—	6,375	6,375	18,375	(751)
Restructuring and integration charges(a)	3,344	11,637	45,960	87,307	65,645
Direct listing expenses(b)	3,883	—	4,003	—	—
Stock-based compensation expense(c)	(6,064)	4,853	14,119	39,604	23,364
Other components of net periodic pension cost(d)	201	1,843	53,161	516	40,804
Non-cash gain from remeasurement of indemnification asset(e)	3,801	910	4,093	(9,518)	(6,191)
Adjusted EBITDA	$ 104,429	$ 149,995	$480,498	$546,714	$253,256

(a)
For the three months ended March 31, 2019, and for the years ended December 31, 2019, 2018 and 2017, restructuring and other integration charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional

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consulting and advisory services costs related to the YP Acquisition. See Note 6 and Note 4, Restructuring and Integration Expenses, to our audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements included elsewhere in this prospectus for more information. For the three months ended March 31, 2020, Restructuring and integration charges include severance benefits. See Note 6, Accrued liabilities, to our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus for more information.

(b)
Expenses related to the Company’s direct listing, including accounting, legal, printing and other fees.

(c)
The Company recorded $1.8 million of stock-based compensation expense related to the amortization of grant date fair value of the Company's liability classified stock-based compensation awards. However, the Company's liability classified stock-based compensation awards were remeasured as of March 31, 2020, resulting in a decrease in fair value of $7.9 million. The decrease in fair value was recorded as a reduction to stock-based compensation expense, resulting in a net stock-based compensation benefit of $6.1 million for the three months ended March 31, 2020. See Note 3, Fair Value Measurements, to our unaudited interim condensed consolidated financial statements.

(d)
Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of other components of net periodic pension cost relates to the annual mark to market pension remeasurement. The Company recorded a remeasurement loss of $45.4 million during the year ended December 31, 2019, a remeasurement gain of $3.5 million during the year ended December 31, 2018 and a remeasurement loss of $40.3 million during the year ended December 31, 2017. The Company did not record any remeasurement gains or losses for the three months ended March 31, 2020 and 2019. See Note 12 and Note 8, Pensions, to our audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements, respectively, included elsewhere in this prospectus for more information.

(e)
In connection with the YP Acquisition, the seller provided the Company indemnity for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the Acquisition Date. The indemnity covers potential losses in excess of $8.0 million and is capped at an amount equal to the lesser of the uncertain tax position (“UTP”) liability or the current fair value of the 3,248,487 shares of the Company's common stock issued to the seller as part of the purchase consideration (the “Shares”). See Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.

The following is the reconciliation of Free Cash Flow to its most directly comparable GAAP measure, Net cash provided by operating activities:

	Three Months Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands)
Reconciliation of Free Cash Flow
Net cash provided by operating activities	$ 45,642	$ 64,828	$ 270,599	$ 347,061	$ 240,793
Cash expenditures for additions to fixed assets and capitalized software	(9,122)	(2,043)	(26,065)	(27,429)	(19,992)
Free Cash Flow	$36,520	$62,785	$244,534	$319,632	$220,801

(4)
Adjusted working capital is defined as current assets minus current liabilities excluding current maturities of long-term debt obligations, as applicable.

(5)
The Company’s financial position for the three months ended March 31, 2020 and 2019, and for the year ended December 31, 2019 were impacted by the adoption of Accounting Standards Codification 842, Leases (“ASC 842”). The Company used the modified retrospective method of adoption. For reporting periods beginning January 1, 2019, leases are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting guidance under Accounting Standards Codification 840, Leases (“ASC 840”). As of December 31, 2019, the consolidated balance sheet included an operating lease liability of $38.4 million and right-of-use assets of $39.0 million. As of March 31, 2020, the unaudited condensed consolidated balance sheet included an operating lease liability of $37.1 million and right-of-use assets of $40.3 million. See Note 1, Description of Business and Summary of Significant Accounting Policies to our audited annual consolidated financial statements and our unaudited interim condensed consolidated financial statements and Note 10, Leases, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information in this prospectus before purchasing our common stock. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Business and Industry

We face significant competition for our Marketing Services solutions and SaaS offerings, which may harm our ability to add new clients, retain existing clients and grow our business. Competitors include companies who use components of our SaaS offerings provided by third parties.

We face intense competition from other companies that offer marketing solutions and business management tools for the SMB market. Competition could significantly impede our ability to sell marketing solutions or subscriptions to our Thryv platform and add-ons on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products less competitive, or obsolete. In addition, if these competitors develop products with similar or superior functionality to our Thryv platform, we may need to decrease prices or accept less favorable terms for our platform subscriptions in order to remain competitive. If we are unable to maintain our pricing due to competitive pressures, our operating results will be negatively affected.

Our competitors include:

• other print media companies;

• cloud-based business automation providers;

• email marketing software vendors;

• sales force automation and CRM software vendors;

• website builders and providers of other digital tools, including low cost, less experienced do-it-yourself providers;

• marketing agencies and other providers of SEM, SEO, display and social advertising and other digital marketing services; and

• large-scale SaaS enterprise suites who are moving down market and targeting SMBs.

In addition, instead of using our platform, some prospective clients may elect to combine disparate point applications, such as content management systems (“CMS”), marketing automation, CRM, billing and payments management, analytics and social media management. We also face competition from third parties who provide us components of our SaaS offerings. We may also face competition from others who reoffer or use such components in their SaaS solutions. There are lower barriers to entry for SaaS solutions, and we expect that new competitors, such as SaaS vendors that have traditionally focused on back-office functions, will develop and introduce applications serving customer-facing and other front-office functions. This development could have an adverse effect on our business, operating results and financial condition. In addition, sales force automation and CRM system vendors could acquire or develop applications that compete with our software offerings. Some of these companies have acquired social media marketing and other marketing software providers to integrate with their broader offerings.

We also face competition from search engines and portals as well as online directories, other business search sites and social media networks, some of which have entered into commercial agreements with us to provide support for our solutions. Our digital strategy may be adversely affected if major search engines or social media networks with which we currently have commercial agreements decide to more directly market advertising and SaaS business solutions to SMBs. Competing search engines also have the ability to alter their search algorithms, which could change the current flow of commercial search traffic away from our sites and our customers. If this occurs, we may not be able to compete effectively with these other companies, some of which have greater resources than we do.

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Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, and they may be able to devote greater resources to the development, promotion, sale and support of their products and services. Additionally, they may have more extensive customer bases, broader customer relationships, and greater name recognition. As a result, these competitors may respond faster to new technologies and undertake more extensive marketing campaigns for their products. In a few cases, these vendors may also be able to offer marketing and sales software at little or no additional cost by bundling it with their existing suite of applications. To the extent any of our competitors have existing relationships with potential clients for either business software or marketing solutions, those clients may be unwilling to purchase our platform because of their existing relationships with our competitor. If we are unable to compete effectively with such companies, the demand for our Marketing Services solutions and SaaS offerings could decline substantially.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, our ability to compete effectively could be adversely affected. Our competitors may also establish or strengthen cooperative relationships with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our Thryv platform. We may not be able to compete successfully against current or future competitors, and competitive pressures may harm our business, operating results and financial condition.

We have agreements with several major internet search engines and search sites. The termination or material alteration of one or more of these agreements could adversely affect our business.

We have agreements with several internet search engines and search or directory websites providers, which makes our content easier for search engines to access and provides a greater response for our clients to general searches on the internet. Under the terms of the agreements with these search providers, we place our clients’ advertisements on major search engines and other third-party search and directory sites and print directories, which give us access to a higher volume of traffic than we could generate on our own, without relinquishing the client relationship. The search engines benefit from our outside and inside sales force and full-service capabilities for attracting and serving local advertisers that might not otherwise transact business with search engines. The other third-party directories and search sites benefit from our payment for traffic from their sites to our advertisers. The termination or material alteration of one or more of our agreements with major search engines or third-party providers could adversely affect our business.

Our Marketing Services business, which comprises a significant portion of our revenue, may decline at a rate faster than we anticipate, and we may not be able to successfully transition our Marketing Services clients to our Thryv platform in order to offset the decline in Marketing Services revenue with SaaS revenue.

Our growth strategy is focused on the growth and expansion of our SaaS offerings; however, a significant portion of our revenue continues to be derived from our Marketing Services segment.

Maintenance of our Marketing Services business requires investment, specifically with respect to compliance updates and security controls. If our investments are not sufficient to adequately update our Marketing Services business, such solutions may lose market acceptance, and we may face security vulnerabilities. In recent years, overall industry demand for print services has declined significantly, and we expect this trend to continue. In addition, we have marketed our SaaS offerings to our Marketing Services clients, and some of our Marketing Services clients have transitioned to our Thryv platform, but there is no guarantee that remaining Marketing Services clients will transition to our Thryv platform. If such Marketing Services clients do not transition, we may lose them in the future, or we may be required to make ongoing investments to serve a smaller pool of clients. If our revenue from our Marketing Services declines at a rate faster than anticipated, our necessary investments in Marketing Services may not be offset by revenue generated. Also, if we are not able to successfully convert a sufficient number of our Marketing Services clients to our SaaS offerings, or if the decline in our Marketing Services revenue continues to outpace our SaaS revenue growth, this could have a material adverse effect on our business, financial condition and results of operations.

If our SEO strategies fail to help our IYPs get discovered or our clients’ websites to get discovered in unpaid search results, our business could be adversely affected.

Our success depends in part on our ability to help our IYPs and our clients’ websites and contact information get discovered more easily in unpaid internet search results on search engines, such as Google, Yahoo! and Bing, among others. Algorithms are used by these search engines to determine search result listings

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

and the order of such listings displayed in response to specific searches. Accordingly, our SEO efforts help our IYPs and our clients’ websites to be discovered more easily in organic search engine results, making it more likely that search engine users will visit these websites. However, there can be no assurance that our SEO efforts on behalf of our IYPs or our clients’ websites will succeed in improving the discoverability of this content. Google in particular is the most significant source of traffic to our IYPs and to our clients’ websites. Therefore, it is important for us to maintain an effective SEO strategy so that our IYPs, where our clients’ business profiles are found, and our SMB clients’ websites, maintain a prominent presence in results from Google search queries.

In addition, search engines frequently change the criteria that determine the order in which their search results are displayed, and our SEO efforts on behalf of our own sites and our clients’ sites will be unsuccessful if we do not effectively respond to those changes on a timely basis, or if the algorithm changes made by Google and other search engines make it harder for our IYPs or our clients’ websites to rank, reducing traffic flow. Therefore, if we are unable to respond effectively to changes made by search engine providers in their algorithms and other processes, our clients may experience substantial decreases in traffic to their profile pages on our IYPs and to their own websites. This may lead to a decrease in the perceived value of our products, which could result in our inability to acquire new clients, the loss of existing clients, a decrease in revenues and a material adverse effect on our results of operations.

Our growth strategy has focused on developing our SaaS segment, which has experienced recent revenue growth. If we fail to manage our growth effectively or if our strategy is not successful, we may be unable to execute our business plan, to maintain high levels of service, or to adequately address competitive challenges.

We have recently experienced growth in our operations related to our SaaS segment. While we have been successful in transitioning and cross-selling our SaaS solutions to our Marketing Services clients in the past, this success may not continue.

We plan to continue to invest in the infrastructure and support for our SaaS solutions while maintaining profitability in our Marketing Services business. The growth of our SaaS solutions placed, and future growth will place, a significant strain on our management, administrative, operational and financial infrastructure. In order to manage this growth effectively, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. Failure to effectively manage growth, or failure to achieve our growth strategy, could result in difficulty or delays in maintaining clients, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties; and any of these difficulties could have a material adverse effect on our business, financial condition and results of operations.

Adverse economic conditions may have a material adverse effect on our business, financial condition and results of operations.

Our business depends on the overall demand for marketing solutions, especially business management software by SMBs and on the economic health of our current and prospective clients. Past financial recessions have resulted in a significant weakening of the economy in North America and globally, the reduction in employment levels, a reduction in prevailing interest rates, more limited availability of credit, a reduction in business confidence and activity and other difficulties that may affect one or more of the industries to which we sell our Marketing Services solutions and SaaS offerings. In addition, there has been pressure to reduce government spending in the United States, and any tax increases and spending cuts at the federal level might reduce demand for our Marketing Services solutions and SaaS offerings from organizations that receive funding from the U.S. government and could negatively affect the U.S. economy, which could further reduce demand for our Marketing Services solutions and SaaS offerings.

Any of these events could have a material adverse effect on our business, financial condition and results of operations. In addition, there can be no assurance that spending levels for our Marketing Services solutions and SaaS offerings will increase following any recovery.

Public health epidemics or outbreaks may reduce or delay spending on day-to-day purchases, which could result in a reduction in the level of business conducted by our clients. As a result, our clients may reduce their spending on marketing services and business operations, which could have a material adverse effect on our business, financial condition and results of operations.

Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus, commonly referred to as COVID-19 (“COVID-19”), emerged in Wuhan, Hubei Province, China

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

and has since spread, causing significant disruption to the global economy. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Despite quarantining and adjustments of work schemes, our employees or staff could be affected by the coronavirus epidemic, and we may experience significant disruptions to our business operations, which may adversely affect our service quality and thereby our business reputation. Certain states may also ban the solicitation for new clients during a public health epidemic which could result in our inability to acquire new clients. In addition, the continued spread and increasing impact of the coronavirus in the United States could adversely impact demand for our clients’ services or the level of business conducted by our clients. In such an event, our clients may reduce their spend on marketing services and business operations, and we may experience delays in our cash collections, which could have a material adverse impact on our business, financial condition and results of operations.

In response to the pandemic, we have implemented a work from home policy, with the majority of our employees conducting their work outside of our physical offices. We currently intend to continue our work from home policy indefinitely, and we have taken steps to enable certain employees to work from home permanently. It may be more difficult for us to manage and monitor our employees in remote settings and we may have to expend more management time and incur more costs to do so. Employees may also face additional distractions working from home that negatively affect their performance. If our employees are not able to effectively work remotely on a permanent basis, this may negatively impact our business, financial condition and results of operations. Our long-term work from home policy could also increase our cyber security risk, create data accessibility concerns and make us more susceptible to communication disruptions, any of which could adversely impact our business operations.

Even after the COVID-19 outbreak has subsided, we may experience significant impacts to our business as a result of the economic impact of the COVID-19 outbreak, including any economic downturn or recession or other long-term effects that have occurred or may occur in the future.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on the continuation and expansion of relationships with vendor and other third parties. In our SaaS segment, such third parties include third-party service providers (i.e., software developers and hosting services), sales channel partners and technology and content providers. In our Marketing Services segment, we depend on third parties to print, publish and distribute our directories. Identifying partners and negotiating and documenting relationships with them requires significant time and resources. In addition, the third parties we partner with may not perform as expected under our agreements, and we may have disagreements or disputes with such third parties, which could negatively affect our brand and reputation.

Additionally, we rely on the expansion of our relationships with our third-party providers as we enhance our service offerings. While some of our agreements with third parties include exclusivity provisions, we may lose the exclusivity or other protections we have in force due to our own performance or efforts by our competitors or business problems these third parties encounter. Typically, our agreements are non-exclusive and do not prohibit our third-party providers from working with our competitors.

If we are unsuccessful in establishing or maintaining our relationships with third-party service providers, our ability to compete in the marketplace or to grow our revenues could be impaired, which could have a material adverse effect on our business, financial condition and results of operations. Even if we are successful, we cannot assure you that these relationships will result in increased client usage of our Marketing Services solutions or SaaS offerings or increased revenues.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

We rely on third-party service providers for many aspects of our business. If any of our third-party service providers experiences a disruption, goes out of business, experiences a decline in quality, or terminates its relationship with us, we could experience a material adverse effect on our business, financial condition or results of operations.

We rely on third-party service providers for many integral aspects of our business. A failure on the part of any of our third-party service providers to fulfill its contracts with us could result in a material adverse effect on our business, financial condition or results of operations. We depend on our third parties for many services, including, but not limited to:

Development and delivery of Thryv modules

We utilize third-party service providers for a variety of components and feature sets and related intellectual property underlying or incorporated in the Thryv platform. Additionally, we utilize third-party service providers for the development and maintenance of our Thryv platform, as well as hosting the Thryv platform itself through a third party’s relationship with a cloud services provider. We also rely on a third-party solution for order entry and monthly payment processing for Thryv orders. Any decline in the quality of, or delay in delivery of, modules or other software produced by such third-party service providers could result in reduced revenue, cause an increase in operational costs to switch providers, subject us to liability, or cause clients to fail or be unable to renew their subscriptions, any of which could materially adversely affect our business. Typically, our license agreements with third-party service providers are not exclusive and/or do not extend to all territories in which we may wish to do business in the future, and in certain cases, our third-party service providers have the right to distribute features developed for our Thryv platform in their own software offerings, which could adversely impact select functionality of our platform as well as adversely affect our business, our ability to compete with our competitors, and our ability to generate revenue. If our agreements with our third-party service providers expire or are terminated, we may face loss of functionality or costs associated with replacing the relevant technology. Such expiration or termination may also disrupt our business, leading to liability to customers or loss of business.

Upkeep of data centers

We host our consumer-facing internet sites, which are a major source of low-cost fulfillment traffic for our clients and serve most of our digital service clients from data centers operated by third-party providers, primarily Amazon Web Services. While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. These parties may also seek to cap their maximum contractual liability resulting in Thryv being financially responsible for losses caused by their actions or omissions. Additionally, we host our internal systems through data centers that we operate and lease or own through data centers that we operate and lease in Texas and Virginia. If we are unable to renew our agreements with our third-party providers or to renew our leases on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with any such transfer. Both our third-party data centers and data centers that we lease and operate are subject to break-ins, sabotage, intentional acts of vandalism and other misconduct. Any such acts could result in a breach of the security of our or our clients’ data.

Problems faced by our third-party data center locations, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our clients. We have periodically experienced service disruptions in the past, and we cannot assure you that we will not experience interruptions or delays in our service in the future. Our third-party data centers’ operators could also decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third-party data centers operators or any of the third-party service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs for capacity, this could adversely affect the growth of our business. While the Company does maintain both redundancy and disaster recovery protocols, any changes in third-party service levels at our data centers or any security breaches, errors, defects, disruptions, or other performance problems with our Thryv platform and add-ons could adversely affect our reputation, damage our clients’ stored files, result in lengthy interruptions in our services, or otherwise result in damage or losses to our

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

clients for which they may seek compensation from us. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data center services we use. Interruptions in our services might reduce our revenues, cause us to issue refunds to clients for prepaid and unused subscription services, subject us to potential liability, or adversely affect our renewals.

Monitoring of changes to applicable laws

We and our third-party providers must monitor for any changes or updates in laws that are applicable to the solutions that we or our third-party providers provide to our clients. In addition, we are reliant on our third-party providers to modify the solutions that they provide to our clients to enable our clients to comply with changes to such laws and regulations. If our third-party providers fail to reflect changes or updates in applicable laws in the solutions that they provide to our clients in a timely manner, we could be subject to negative client experiences, harm to our reputation, loss of clients, claims for any fines, penalties or other damages suffered by our clients and other financial harm.

Printing of directories

In our Marketing Services segment, we depend on third parties to supply paper and to print, publish and distribute our directories. In connection with these services, we rely on the systems and services of our third-party service providers, their ability to perform key functions on our behalf in a timely manner and in accordance with agreed levels of service and their ability to attract and retain sufficient qualified personnel to perform services on our behalf. There are a limited number of these providers with sufficient scale to meet our needs. A failure in the systems of one of our key third-party service providers, or their inability to perform in accordance with the terms of our contracts or to retain sufficient qualified personnel, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow. If we were to lose the services of any of our key third-party providers, we would be required to hire and train sufficient personnel to perform these services or to find an alternative service provider. In some cases, it would be impractical for us to perform these functions, including the printing of our directories. In the event we were required to perform any of the services that we currently outsource, it is unlikely that we would be able to perform them without incurring additional costs. A failure on the part of any of our third-party service providers could result in a material adverse effect on our business, financial condition and results of operations.

If we, or our third-party providers, do not keep pace with rapid technological changes and evolving industry standards, we may not be able to remain competitive, and the demand for our services may decline.

The markets in which we operate, particularly in our SaaS segment, are characterized by the following factors:

• changes due to rapid technological advances;

• additional qualification requirements related to technological challenges; and

• evolving industry standards and changes in the regulatory and legislative environment.

Our future success will depend upon our ability to anticipate and to adapt to changes in technology and industry standards and to effectively develop, to introduce, to market and to gain broad acceptance of new product and service enhancements incorporating the latest technological advancements. Furthermore, we depend on our third-party providers to also keep pace with rapid technological changes and evolving industry standards. If our third-party providers are unable to adapt to technological changes, this could also have a material adverse effect on our ability to retain or increase our client subscription base or cause us to incur additional operational costs involved with switching third-party providers.

If our competitors’ products, services, or technologies become more accepted than our Thryv platform and add-ons, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, it could have a material adverse effect on our business, financial condition and results of operations. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels or if we experience significant pricing pressures, it could have a material adverse effect on our business, financial condition and results of operations.

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If we do not or cannot maintain the compatibility of our Thryv platform with third-party applications that our clients use in their businesses, our revenue will decline.

A percentage of our clients choose to integrate our platform with certain capabilities provided by third-party software platforms created by our third-party providers and application providers using application programming interfaces (“APIs”), either as publicly available no-fee licenses or through fee-based partnership arrangements. The functionality and popularity of our Thryv platform depends, in part, on our ability to integrate our platform with third-party applications and platforms, including but not limited to CRM, CMS, accounting, e-commerce, call center, analytics and social media sites that our clients use and from which they obtain data. Third-party providers of applications and APIs may change the features of their applications and platforms, restrict our access to their applications and platforms, terminate or elect not to renew our partnership agreements or otherwise alter the terms governing use of their applications and APIs and access to those applications and platforms in an adverse manner. Such changes could functionally limit or terminate our ability to use these third-party applications and platforms in conjunction with our platform, which could negatively impact our offerings and harm our business. If we fail to integrate our Thryv platform with new third-party applications and platforms that our clients use for marketing, sales or services purposes, we may not be able to offer the functionality that our clients need, which would negatively impact our ability to generate revenue and adversely impact our business.

We rely on data provided by third parties, the loss of which could limit the functionality of our platform and disrupt our business.

The success of our services depends on our ability to deliver data to both consumers and our clients, such as website searches, client leads and social media updates. Certain of this data is provided by unaffiliated third parties, such as business data aggregators (e.g. doctor, hotel or other data aggregators) and vertical industry organizations, to supplement our own business listings for our search sites. Data we provide our clients about their presence on other internet sites and social media is also provided by third parties. Some of this data is provided to us pursuant to third-party data-sharing policies and terms of use, under data-sharing agreements by third-party providers or by client consent. In the future, any of these third parties could change its data-sharing policies, including making them more restrictive, or alter its algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect and provide useful data to our clients. These third parties could also interpret our or our third-party service providers’ data collection policies or practices as being inconsistent with their policies, which could result in the loss of our ability to collect this data for our clients. Any such changes could impair our ability to deliver data to our clients and could adversely impact select functionality of our platform, impairing the return on investment that our clients derive from using our solution, as well as adversely affecting our business and our ability to generate revenue.

The continuing decline in the use of print directories and in our ability to attain new or renewed print agreements continues to adversely affect our business.

Overall references to print directories, including our Print Yellow Pages, in the United States declined from 4.3 billion in 2018 to 3.7 billion in 2019, according to the 2020 Local Media Tracking Study by Localogy (formerly known as the Local Search Association) published in February 2020. This decline is primarily attributable to increased use of internet search providers, as well as the proliferation of large retail stores for which consumers and businesses may not reference the print directories. While we expect the decline in usage will continue to negatively affect advertising sales associated with our traditional print business, a significant further decline in usage of our print directories could impair our ability to maintain or increase advertising prices which can cause businesses to reduce or discontinue purchasing advertising in our print directories. Either or both of these factors could adversely affect our revenue and have a material adverse effect on our business, financial condition, results of operations and prospects. These trends have resulted in declining print advertising sales, and we expect these trends to continue in 2020 and beyond.

In addition, a portion of the revenue we report each period results from the recognition of deferred revenue relating to agreements entered into during previous periods. A decline in new or renewed agreements in any period may not be immediately reflected in our reported financial results for that period but may result in a decline in our revenue in future periods. If we were to experience significant downturns in agreements and renewals, our reported financial results might not reflect such downturns until future periods.

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If we are unable to develop or to sell our Thryv platform into new markets or to further penetrate existing markets, our revenue may not grow as expected.

Our ability to increase revenue will depend, in large part, on our ability to increase sales from existing clients who do not utilize our Thryv platform and to sell our existing platform into new domestic and international markets. The success of our Thryv platform depends on several factors, including the introduction and market acceptance of our Thryv platform, the ability to maintain and to develop relationships with third party service providers, and the ability to attract, to retain and to effectively train sales and marketing personnel. Any new solutions we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve the market acceptance necessary to generate significant revenue. Any new markets in which we attempt to sell our Thryv platform and add-ons, including new countries or regions, may not be receptive. Additionally, any expansion into new markets will require commensurate ongoing expansion of our monitoring of local laws and regulations, which increases our costs as well as the risk of the product not incorporating in a timely fashion or all the necessary changes to enable a client to be compliant with such laws. Our ability to further penetrate our existing markets depends on the quality of our Thryv platform and add-ons and our ability to design our solutions to meet consumer demand. Furthermore, our ability to increase sales from existing clients depends on our clients’ satisfaction with our services and our clients’ desire for additional solutions and to expand from single-point solutions to our comprehensive Thryv platform. If we are unable to sell solutions into new markets or to further penetrate existing markets, or to increase sales from existing clients, our revenue may not grow as expected, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, the success of any geographic expansion depends on our ability to customize products to integrate with third-party applications in that region and other market specific customizations, translate products for non-English speaking markets and provide customer service and training in local languages.

We are dependent upon client renewals, the addition of new clients, increased revenue from existing clients and the continued growth of the market for our Thryv platform.

We expect to derive a substantial portion of our future revenue from the sale of subscriptions to our Thryv platform. The market for small business management solutions is still evolving, and competitive dynamics may cause pricing levels to change as the market matures and as existing and new market participants introduce new types of point applications and different approaches to enable businesses to address their respective needs. As a result, we may be forced to reduce the prices we charge for our Thryv platform and may be unable to renew existing client agreements or enter into new client agreements at the same prices and upon the same terms that we have historically. In addition, our growth strategy involves cross-selling to existing Marketing Services clients to increase the value of our client relationships over time as we expand their use of our services, onboard other parts of their organizations and upsell additional offerings and features. If our cross-selling efforts are unsuccessful or if our existing clients fail to expand their use of our Thryv platform or adopt additional offerings and features, our operating results may suffer.

Our subscription renewals may decrease, and any decrease of our clients could harm our future revenue and operating results.

Our Thryv platform clients have no obligation to renew their subscriptions for our platform after the expiration of their initial contractual subscription periods. Our agreements with our Thryv platform clients are typically structured on an initial multi-month subscription basis with automatic monthly renewal thereafter; consequently, our clients may choose to terminate their agreements with us at any time after the expiration of the initial term by providing us with the amount of written notice stipulated in the contract. In addition, our clients may seek to renew for lower subscription amounts or for shorter contract lengths. Also, clients may choose not to renew their subscriptions for a variety of reasons. Our renewals may decline or fluctuate as a result of a number of factors, including limited client resources, pricing changes, the prices of services offered by our competitors, adoption and utilization of our platform and related add-ons by our clients, adoption of our new solutions, client satisfaction with our platform, mergers and acquisitions affecting our client base, reductions in our clients’ spending levels or declines in client activity as a result of economic downturns or uncertainty in financial markets. If our clients do not renew their subscriptions for our platform or decrease the amount they spend with us, our revenue will decline and our business will suffer. In addition, a subscription model creates certain risks related to the timing of revenue recognition and potential reductions in cash flows.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

If we fail to further enhance our brand and maintain our existing strong brand awareness, our ability to expand our client base may be impaired and our financial condition may suffer.

We believe that our development of the Thryv brand and maintenance of our existing PYP and IYP brands, including The Real Yellow Pages and Yellowpages.com, is critical to achieving widespread awareness of our existing and future solutions and, as a result, is important to attracting new clients and maintaining existing clients. In the past, our efforts to build our brands have involved significant expenses, and we believe that this investment has resulted in relatively strong brand recognition in the SMB market. Successful promotion and maintenance of our brands will depend largely on the effectiveness of our marketing efforts and on our ability to provide a reliable and useful Thryv platform at competitive prices. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, our business could suffer.

If we are not able to provide new or enhanced functionality and features, it could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully provide new or enhanced functionality and features for our existing solutions that achieve market acceptance or that keep pace with rapid technological developments. For example, we are focused on enhancing the connectivity and integration of add-ons to our Thryv platform to expand its utility for our SMB clients. The success of new or enhanced functionality and features depends on several factors, including their overall effectiveness and the timely completion, introduction and market acceptance of the enhancements, new features, or applications. Furthermore, we depend on both internal development and our third-party software partners to develop and implement their own enhancements, new features, or applications that can then be integrated into the Thryv platform. Failure in either of these areas may significantly impair our revenue growth.

In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and to enhance our solutions to keep pace with changes in internet-related hardware, iOS and other software and communication, browser and database technologies. We may not be successful in developing these new or enhanced functionality and features, or in bringing them to market in a timely fashion. If we do not continue to innovate and to deliver high-quality, technologically advanced solutions, we will not remain competitive, which could have a material adverse effect in our business, financial condition and results of operations. Any failure of our Thryv platform and add-ons to operate effectively with future network platforms and technologies could reduce the demand for our Thryv platform and add-ons, result in client dissatisfaction and have a material adverse effect on our business, financial condition and results of operations.

We may not be able to maintain profitability in the future, and our past performance may not be indicative of our future performance.

As of March 31, 2020, we had an accumulated deficit of $516.0 million. If we are unable to acquire new clients cost effectively, we may incur increased net losses.

We also expect our expenses to increase in the future due to anticipated increases in our SaaS segment sales, general and administrative expenses, including expenses associated with being a public company, product development and management expenses or expenses related to acquisitions which could impact our ability to achieve or to sustain profitability in the future. Additionally, while the majority of our revenue in fiscal years 2019, 2018 and 2017 came from advertising services provided in local classified print directories and digital marketing solutions, such as search, display and social media, future development of new services may initially have a lower profit margin than our existing services, which could have a material adverse effect on our business, financial condition and results of operations. As a result, we cannot assure you that we will be able to maintain profitability in the future.

We depend on our senior management team, and the loss of one or more key employees or an inability to attract and to retain highly skilled employees could have a material adverse effect on our business, financial condition and results of operations.

Our success depends largely upon the continued services of our key executive officers. Specifically, we believe that the continued employment of our CEO, Joe Walsh, will play an important part in our success. We also rely on our leadership team in the areas of marketing, sales, services and general and administrative

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

functions and on mission-critical individual contributors in all such areas. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We do not have employment agreements with most of our executive officers or other key personnel that require them to continue to work for us for any specified period, and, therefore, they could terminate their employment with us at any time. Additionally, we do not maintain key man insurance on any of our executive officers or key employees. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business, financial condition and results of operations. Turnover among our outside and inside sales force or key management could adversely affect our business and the loss of a significant number of experienced key personnel could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.

Our success also depends on our ability to identify, hire, train and retain qualified sales personnel. To execute our growth plan, we must attract and retain highly qualified personnel. Competition for personnel is intense, including without limitation for individuals with high levels of experience in designing and developing software and internet-related services and senior sales executives. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees have or that we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock awards declines, it may adversely affect our ability to recruit and to retain highly skilled employees. If we fail to attract new personnel or fail to retain and to motivate our current personnel, it could have a material adverse effect on our business, financial condition and results of operations.

Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security. Any failure by us or our third-party service providers, as well as the failure of our platform or services, to comply with applicable laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

We and our clients are subject to a variety of U.S. and international laws and regulations, including regulation by various federal government agencies, including the U.S. Federal Communication Commission (“FCC”) (telemarketing and text marketing), the U.S. Federal Trade Commission (“FTC”) (advertising laws, Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act compliance), U.S. Department of Health and Human Services (Health Insurance Portability and Accountability Act of 1996 (as amended and together with its implementing regulations, “HIPAA”) compliance, and state and local agencies. The Telephone Consumer Protection Act governs our ability to offer text marketing services to our clients and recorded calls. Increasingly, though inconsistently, both state and federal courts are finding obligations on businesses –even small ones– to make their websites fully accessible to those with disabilities under both the ADA and various states’ laws, which impacts our website offerings. The United States and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiable information (“PII”) of individuals; and the FTC and many state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data. Self-regulatory obligations, other industry standards, policies and other legal obligations may apply to our collection, distribution, use, security, or storage of PII or other data relating to individuals. In addition, most states and some foreign governments have enacted laws requiring companies to notify individuals of data security breaches involving certain types of PII. These obligations may be interpreted and applied in an inconsistent manner from one jurisdiction to another and may conflict with one another, other regulatory requirements, or our internal practices.

We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, Canada, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. For example, in May 2018, the General Data Protection Regulation came into effect, which brought with it a complete overhaul of E.U. data protection laws: the new rules superseded current E.U. data protection legislation, imposed more stringent E.U. data protection requirements and provided for greater penalties for non-compliance. In addition, the California Consumer Protection Act of 2018 (“CCPA”) became effective

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

January 1, 2020, with implications for consumer privacy in the U.S. that reach beyond California. HIPAA, as amended by Health Information Technology for Economic and Clinical Health Act, affects our ability to provide our solutions to medical and healthcare businesses that are Covered Entities or Business Associates under those laws. New York’s SHIELD Act may impact our ability to offer our services to financial businesses due to its compliance requirements for data collection and security. Changing definitions of what constitutes PII may also limit or inhibit our ability to operate or to expand our business, including limiting strategic partnerships that may involve the sharing of data, especially in the context of the digital advertising ecosystem. Also, some jurisdictions require that certain types of data be retained on localized servers within these jurisdictions, which could impact our ability to make solutions that impact all our clients’ needs.

Evolving and changing definitions of what constitutes PII within the United States, Canada, the European Union and elsewhere, especially relating to the classification of internet protocol, or IP addresses, machine or device identification numbers, location data and other information, as well as the use of PII for machine learning process or algorithm movement may limit or inhibit our ability to operate or to expand our business. Future laws, regulations, standards and other obligations could impair our ability to collect or to use information that we utilize to provide email delivery and marketing services to our clients, thereby impairing our ability to maintain and to grow our client base and to increase revenue. Future restrictions on the collection, use, sharing, or disclosure of our clients’ data or additional requirements for express or implied consent of clients for the use and disclosure of such information may limit our ability to develop new services and features.

Our failure to comply with applicable laws, directives and regulations may result in enforcement action against us, including fines and imprisonment, or actions against our clients who may not fully understand the impact of these laws on their businesses and damage to our reputation, any of which may have an adverse effect on our business and operating results. The costs of compliance with and other burdens imposed by, such laws and regulations that are applicable to us or to the businesses of our clients, may limit the use and adoption of our Thryv platform and add-ons and reduce overall demand, or lead to significant fines, penalties, or liabilities for any non-compliance with such privacy laws. Furthermore, privacy concerns may cause our clients’ workers and our clients’ customers to resist providing PII necessary to allow our clients to use our Thryv platform and add-ons effectively. Furthermore, if the processing of PII were to be curtailed in this manner, our solutions would be less effective, which may reduce demand for our Thryv platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.

Even the perception of privacy concerns, whether or not valid, may inhibit market adoption of our Thryv platform and add-ons in certain industries. Any failure or perceived failure by us to comply with U.S., E.U., or other foreign privacy or security laws, regulations, policies, industry standards, or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release, or transfer of, PII may result in governmental enforcement actions, litigation, fines and penalties, or adverse publicity and could cause our clients to lose trust in us, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations. If our service is perceived to cause, or is otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our clients to public criticism and potential legal liability. Public concerns regarding PII processing, privacy and security may cause some of our clients’ end-users to be less likely to visit their websites or otherwise interact with them. If enough end-users choose not to interact with our clients, our clients could stop using our platform. This, in turn, may reduce the value of our services and slow or eliminate the growth of our business. Existing and potential privacy laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of PII may create negative public reactions to technologies, products and services, such as ours.

Industry-specific regulation and other requirements and standards are evolving and unfavorable industry-specific laws, regulations, interpretive positions or standards could harm our business.

We maintain clients in a variety of industries, including healthcare, financial services, the public sector and telecommunications. Regulators in certain industries have adopted and may in the future adopt regulations or interpretive positions regarding the use of cloud computing and other outsourced services. The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit our clients’ use and adoption of our services and reduce overall demand for our services. Compliance with these regulations may also require us to devote greater resources to support certain clients, which may increase costs and lengthen sales cycles. For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or require financial services enterprises to

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

obtain regulatory approval prior to outsourcing certain functions. If we are unable to comply with these guidelines or controls, or if our clients are unable to obtain regulatory approval to use our services where required, our business may be harmed. In addition, an inability to satisfy the standards of certain voluntary third-party certification bodies that our clients may expect, such as an attestation of compliance with the New York SHIELD Law, CCPA, Payment Card Industry (“PCI”) Data Security Standards, may have an adverse impact on our business and results. Furthermore, we and our clients in the healthcare industry are regulated by HIPAA, which establishes privacy and security standards that limit the use and disclosure of protected health information (“PHI”) and requires the implementation of administrative, physical and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form, as well as breach notification procedures for breaches of PHI and penalties for violation of HIPAA’s requirements for entities subject to its regulation. We work to maintain compliance with the relevant industry-specific certifications or other requirements or standards relevant to our clients, but if in the future we are unable to achieve or maintain such certifications, requirements or standards, it may harm our business and adversely affect our results.

Further, in some cases, industry-specific laws, regionally-specific, or product-specific laws, regulations, or interpretive positions may also apply directly to us as a service provider. The interpretation of many of these statutes, regulations and rulings is evolving in the courts and administrative agencies and an inability to comply may have an adverse impact on our business and results. Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business. For example, there are various statutes, regulations and rulings relevant to the direct email marketing and text-messaging industries, including the CAN-SPAM Act, Telephone Act Consumer Protection Act (“TCPA”) and related FCC orders. The TCPA and FCC rulings impose significant restrictions on the ability to utilize telephone calls and text messages to mobile telephone numbers as a means of communication, when the prior express consent of the person being contacted has not been obtained or proof of such consent not properly maintained. We may in the future be subject to one or more lawsuits, containing allegations that one of our platforms or clients using our platform violated industry-specific regulations and any determination that we or our clients violated such regulations could expose us to significant damage awards that could, individually or in the aggregate, materially harm our business.

An information security breach of our systems or our data centers operated by third-party providers, the loss of, or unauthorized access to, client information, or a system disruption could have a material adverse effect on our business, market brand, financial condition and results of operations.

Our business is dependent on our data processing systems and our data centers operated by third-party providers. We rely on these systems to process, on a daily and time sensitive basis, a large number of complicated transactions. We electronically receive, process, store and transmit data and PII about our clients and our employees, as well as our vendors and other business partners, including names, social security numbers, credit card numbers and financial account numbers. We keep this information confidential. However, our websites, networks, applications and technologies and other information systems may be targeted for sabotage, disruption, or data misappropriation. The uninterrupted operation of our information systems and our ability to maintain the confidentiality of PII and other client and individual information that resides on our systems are critical to the successful operation of our business. While we have information security and business continuity programs, these plans may not be sufficient to ensure the uninterrupted operation of our systems or to prevent unauthorized access to the systems by unauthorized third parties. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. These concerns about information security are increased with the mounting sophistication of social engineering. Our network security hardening may be bypassed by phishing and other social engineering techniques that seek to use end-user behaviors to distribute computer viruses and malware into our systems, which might disrupt our delivery of services and make them unavailable and might also result in the disclosure or misappropriation of PII or other confidential or sensitive information. In addition, a significant cyber-security breach could prevent or delay our ability to process payment transactions.

Any information security breach in our business processes or of our processing systems has the potential to impact our client information and our financial reporting capabilities, which could result in the potential loss of business and our ability to accurately report financial results. If any of these systems fail to operate properly or become disabled even for a brief period of time, we could potentially miss a critical filing period, resulting in potential fees and penalties, or lose control of client data, all of which could result in financial loss, a disruption

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

of our businesses, liability to clients, regulatory intervention, or damage to our reputation. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. If our security measures are breached as a result of third-party action, employee or subcontractor error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to client data, our reputation may be damaged, our business may suffer, and we could incur significant liability. We may also experience security breaches that may remain undetected for an extended period of time. Techniques used to obtain unauthorized access or to sabotage systems change frequently and are growing increasingly sophisticated. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.

This environment demands that we continuously improve our design and coordination of security controls throughout the Company. Our board of directors (the “Board”), in coordination with the audit committee thereof, has primary responsibility for overseeing cyber-security risk management and the effectiveness of security controls. The audit committee of the Board receives reports identifying major risk area exposures, such as cyber-security. In the event that the audit committee identifies significant risk identifies exposures, including with respect to cyber-security, it will present such exposure to the Board to assess our risk identification, risk management and mitigation strategies. See “Management—Role of Board of Directors in Risk Oversight.” Despite these efforts, it is possible that our security controls over data, training and other practices we follow may not prevent the improper disclosure of PII or other confidential information. Any issue of data privacy as it relates to unauthorized access to or loss of client and/or employee information could result in the potential loss of business, damage to our market reputation, litigation and regulatory investigation and penalties.

There may be other such security vulnerabilities that come to our attention. Our continued investment in the security of our technology systems, continued efforts to improve the controls within our technology systems, business processes improvements and the enhancements to our culture of information security may not successfully prevent attempts to breach our security or unauthorized access to PII or other confidential, sensitive or proprietary information. In addition, in the event of a catastrophic occurrence, either natural or man-made, our ability to protect our infrastructure, including PII and other client data and to maintain ongoing operations could be significantly impaired. Our business continuity and disaster recovery plans and strategies may not be successful in mitigating the effects of a catastrophic occurrence. Insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our insurance policies may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention. If our security is breached, if PII or other confidential information is accessed, or if we experience a catastrophic occurrence, it could have a material adverse effect on our business, financial condition and results of operations.

Our services present the potential for identity theft, embezzlement, or other similar illegal behavior by our employees and contractors with respect to third parties.

The services offered by us generally require or involve collecting PII of our clients and / or their employees, such as their full names, birth dates, addresses, employer records, tax information, social security numbers, credit card numbers and bank account information. This information can be used by criminals to commit identity theft, to impersonate third parties, or to otherwise gain access to the data or funds of an individual. If any of our employees or contractors take, convert, or misuse such PII, funds or other documents or data, we could be liable for damages, and our business reputation could be damaged or destroyed. Moreover, if we fail to adequately prevent third parties from accessing PII and/or business information and using that information to commit identity theft, we might face legal liabilities and other losses that could have a material adverse effect on our business, financial condition and results of operations.

We may be unsuccessful in identifying and acquiring suitable acquisition candidates or in integrating any businesses that are or have been acquired. This could have a material adverse effect on our business, financial condition and results of operations.

One of our key growth strategies is to acquire other businesses or to invest in complementary companies, channels, platforms or technologies that we believe could expand our client base or otherwise offer growth opportunities into new markets. We may also in the future seek to acquire or invest in other businesses, applications or technologies that operate in different industries than ours if we determine that an attractive investment or acquisition opportunity has been presented to us. Any such acquisition could improve our business, results of operations, financial condition and prospects, which in turn could generate value to us and our stockholders. Although we intend to actively pursue this growth strategy, we cannot provide any assurance that

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

we will be able to identify appropriate acquisition candidates or, if we do, that we will be able to negotiate successfully the terms of an acquisition, finance the acquisition or integrate the acquired business effectively and profitably into our existing operations. Acquired businesses may not provide us with successful client conversions, achieve the levels of revenue or profitability anticipated, or otherwise perform as expected. In addition, the pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. Acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies that could have a material adverse effect on our financial condition and difficulties in integrating acquired businesses. While we believe that our acquisitions will improve competitiveness and profitability, we cannot assure you that past or future acquisitions will be accretive to client acquisition, earnings or otherwise meet our operational or strategic expectations.

In addition, we may be unable to successfully integrate businesses that we have acquired or may acquire in the future. The integration of an acquisition involves a number of factors that may affect our operations. These factors include:

• difficulties in converting the clients of the acquired business onto our Thryv platform;

• difficulties in converting the clients of the acquired business to our Marketing Services offerings or to our contract terms;

• diversion of management’s attention;

• incurrence of significant amounts of additional debt;

• creation of significant contingent earn-out obligations or other financial liabilities;

• difficulties in the integration of acquired operations, including the integration of data and information solutions or other technologies;

• and retention of personnel;

• entry into unfamiliar segments;

• adverse effects to our existing business relationships with business partners and clients as a result of the acquisition;

• retaining key employees and maintaining the key business and client relationships of the businesses we acquire;

• cultural challenges associated with integrating employees from the acquired company into our organization;

• unanticipated problems or legal liabilities; and

• tax and accounting issues.

A failure to integrate acquisitions efficiently may be disruptive to our operations and negatively impact our revenues or increase our expenses.

International acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could increase our interest payments. To finance any acquisitions, we may choose to issue shares of our common stock as consideration, which would dilute the ownership of our stockholders. If the price of our common stock is low or volatile, we may not be able to acquire other companies using our stock as consideration. Alternatively, it may be necessary for us to raise additional funds for acquisitions through public or private financings. Additional funds may not be available on terms that are favorable to us, or at all.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

We also may divest or sell assets or businesses that we acquire, and we may have difficulty selling such assets or businesses on acceptable terms in a timely manner. This could result in a delay in the achievement of our strategic objectives, additional expense, or the sale of such assets or businesses at a price or on terms that are less favorable than we anticipated.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the event that the book value of goodwill or other intangible assets is impaired, any such impairment would be charged to earnings in the period of impairment. In the future, if our acquisitions do not yield expected returns, we may be required to record charges based on this impairment assessment process, which could have a material adverse effect on our financial condition and results of operations.

Cost reduction efforts may be extremely time-consuming and the associated savings may not be realized.

We have also historically undertaken cost reduction programs, and we continue to evaluate our asset portfolio and may initiate further rationalization, depending on market conditions. The key components of our cost reduction program include reducing staff, restructuring our contracts and realizing savings in procurement and logistics. The full benefits of these programs may be difficult to realize and any short term synergies and savings realized may not be sustainable in the long term. Losses of key personnel pursuant to any employee reduction programs could adversely affect our business, financial condition and results of operations.

Providing technology-based marketing solutions to small businesses is an evolving market that may not grow as quickly as we anticipate, or at all.

The value of our solutions is predicated upon the assumption that an online and mobile presence, acquisition and retention marketing and the ability to connect and interact with consumers in online and on mobile devices are and will continue to be, important and valuable strategies for small businesses to enhance their abilities to establish, grow, manage and market their businesses. If this assumption is incorrect, or if small businesses do not, or perceive that they do not, derive sufficient value from our solutions, then our ability to retain existing clients, attract new clients and grow our revenues could be adversely affected.

We may provide service level commitments under our client contracts. If we fail to meet these contractual commitments, we could be considered to have breached our contractual obligations, obligated to provide credits, refund prepaid amounts related to unused subscription services or face contract terminations, which could have a material adverse effect on our business, financial condition and results of operations.

Our client agreements for our Thryv hosted SaaS may include service level commitments which are measured on a monthly or other periodic basis. If we suffer extended periods of unavailability for our Thryv platform and add-ons, we may be contractually obligated to provide these clients with service credits or refunds for prepaid amounts related to unused subscription services, or we could face contract claims for damages or terminations, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our revenues could be significantly affected if we suffer unscheduled downtime that exceeds the disclosed downtimes under our agreements with our clients. Any extended service outages could have a material adverse effect on our business, financial condition and results of operations.

Any failure to offer high-quality or technical support services may adversely affect our relationships with our clients and could have a material adverse effect on our business, financial condition and results of operations.

We support our clients through the availability of business advisors prior to and following the onboarding of clients onto our Thryv platform. Once our solutions are deployed, our digital services clients depend on our support organization to resolve technical issues relating to our platform. We may be unable to respond quickly enough to accommodate short-term increases in client demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased client demand for these services, without corresponding revenues, could increase costs and have an adverse effect on our results of operations. In addition, our sales process is highly dependent on our business reputation and on positive recommendations from our existing clients. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our Thryv platform and add-ons to existing and prospective clients, which could have a material adverse effect on our business, financial condition and results of operations.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Clients may depend on our solutions to enable them to comply with applicable laws, or may not fully comprehend the applicable laws’ impact on them when using our solutions, which requires us and our third-party providers to constantly monitor applicable laws and to make applicable changes to our solutions. If our solutions have not been updated to enable the client to comply with applicable laws or we fail to update our solutions on a timely basis, it could have a material adverse effect on our business, financial condition and results of operations.

Clients may rely on our solutions to enable them to comply with applicable laws in areas in which the solutions are intended for use. Changes in laws and regulations could require us to make significant modifications to our products or to delay or to cease sales of certain products, which could result in reduced revenues or revenue growth and our incurring substantial expenses and write-offs. Although we believe that our solutions provide us with flexibility to release updates in response to these changes, we cannot be certain that we will be able to make the necessary changes to our solutions and release updates on a timely basis, or at all. In addition, we are reliant on our third-party service providers to modify the solutions that they provide to our clients through our platform to comply with changes to such laws and regulations. The number of laws and regulations that we are required to monitor will increase as we expand the geographic region in which our solutions are offered. When a law changes, we must then test our solutions to meet the requirements necessary to enable our clients to comply with the new law or assist them in not violating the law through typical usage. If our solutions fail to enable a client to comply with applicable laws, or expose a client to legal action via typical usage of our solutions, we could be subject to negative client experiences, harm to our reputation or loss of clients, claims for any fines, penalties or other damages suffered by our client and other financial harm. Additionally, the costs associated with such monitoring implementation of changes are significant. If our solutions do not enable our clients to comply with applicable laws and regulations, or prevent them from exposing themselves to liability through typical usage, it could have a material adverse effect on our business, financial condition and results of operations.

Additionally, if we fail to make any changes to our solutions as described herein, which are required as a result of such changes to, or enactment of, any applicable laws in a timely fashion, we could be responsible for fines and penalties implemented by governmental and regulatory bodies. Our payment of fines, penalties, interest, or other damages as a result of our failure to provide compliance services prior to deadlines may have a material adverse effect on our business, financial condition and results of operations.

Aging software and hardware infrastructure may lead to increased costs and disruptions in operations that could negatively impact our financial results.

We have risks associated with aging software and hardware infrastructure assets. The age of certain of our assets may result in a need for replacement, and higher level of maintenance costs. A higher level of expenses associated with our aging software and hardware infrastructure may have a material adverse effect on our business, financial condition and results of operations.

If we or our third-party service providers fail to manage our technical operations infrastructure, our existing clients may experience service outages in our Thryv platform and add-ons, and our new clients may experience delays in the deployment of our Thryv platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.

We have experienced significant growth in the number of users, transactions and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our clients. We also seek to maintain excess capacity to facilitate the rapid provision of new client activations and the expansion of existing client activations. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of our Thryv platform and add-ons. However, the provision of new hosting infrastructure requires significant lead time. We have experienced and may in the future experience, website disruptions, outages and other performance problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, increased resource consumption from expansion or modification to our code, spikes in client usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If we do not accurately predict our infrastructure requirements, our existing clients may experience service outages that may subject them to financial penalties, causing us to incur financial liabilities and client losses, and our operations infrastructure may fail to keep pace with increased sales, causing

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

new clients to experience delays as we seek to obtain additional capacity, which could have a material adverse effect on our business, financial condition and results of operations.

If our Thryv platform and add-ons fail to perform properly, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims, which could have a material adverse effect on our business, financial condition and results of operations.

Our solutions are inherently complex and may contain material defects or errors. Any defects in functionality or that cause interruptions in the availability of our Thryv platform and add-ons could result in:

• loss or delayed market acceptance and sales;

• breach of warranty or other contractual claims for damages incurred by clients;

• loss of clients;

• diversion of development and client service resources; and

• injury to our reputation;

any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, the costs incurred in correcting any material defects or errors might be substantial.

Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our clients regard as significant. Furthermore, the availability or performance of our Thryv platform and add-ons could be adversely affected by a number of factors, including clients’ inability to access the internet, the failure of our network or software systems, security breaches, or variability in user traffic for our services. We may be required to issue credits or refunds for prepaid amounts related to unused services or otherwise be liable to our clients for damages they may incur resulting from certain of these events. Because of the nature of our business, our reputation could be harmed as a result of factors beyond our control. For example, because our clients access our Thryv platform and add-ons through their internet service providers, if a service provider fails to provide sufficient capacity to support our platform and add-ons or otherwise experiences service outages, such failure could interrupt our clients’ access to or experience with our platform, which could adversely affect our reputation or our clients’ perception of our platform’s reliability or otherwise have a material adverse effect on our business, financial condition and results of operations.

Our insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention.

A portion of our employees are represented by unions. Our business could be adversely affected by future labor negotiations and our ability to maintain good relations with our unionized employees.

As of June 2020, approximately 480 employees, or 20%, of our employees and 46% of our salesforce, were represented by unions. In addition, the employees of some of our key suppliers are represented by unions. Work stoppages or slowdowns involving our union-represented employees, or those of our suppliers, could significantly disrupt our operations and increase operating costs, which would have a material adverse effect on our business.

The inability to negotiate acceptable terms with the unions could also result in increased operating costs from higher wages or benefits paid to union employees or replacement workers. A greater percentage of our work force could also become represented by unions. If a union decides to strike and others choose to honor its picket line, it could have a material adverse effect on our business.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

While we and our third-party providers host our Thryv platform and serve most of our digital clients on cloud services, should we experience a local or regional disaster or other business continuity problem, such as an earthquake,hurricane, flood, terrorist attack, pandemic, security breach, cyber-attack, power loss,

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

telecommunications failure orother natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of ourpersonnel, our office facilities and the proper functioning of our computer, telecommunication and other relatedsystems and operations. In such an event, we could experience operational challenges with regard to particular areas ofour operations, such as key executive officers or personnel that could have a material adverse effect on our business.

We regularly assess and take steps to improve our existing business continuity plans and key managementsuccession. However, a disaster on a significant scale or affecting certain of our key operating areas within or acrossregions, or our inability to successfully recover should we experience a disaster or other business continuity problem,could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatoryactions, reputational harm, damaged client relationships or legal liability.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Various trademarks and other intellectual property rights are key to our business. We rely upon a combination of patent, trademark, copyright and trade secret laws as well as contractual arrangements, including confidentiality or license agreements, to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be ineffective or inadequate. We may be required to bring lawsuits against third parties to protect our intellectual property rights. Similarly, we may be party to proceedings by third parties challenging our rights. Lawsuits brought by us may not be successful, or we may be found to infringe the intellectual property rights of others. As the commercial use of the internet further expands, it may be more difficult.

In order to protect our trade names, including Thryv®, Thryv Leads®, Thryv Complete^SM, Thryv Your Business Smarter®, The Real Yellow Pages®, Yellowpages.com®, Dexknows.com® and Superpages.com®, from domain name infringement or to prevent others from using internet domain names that associate their businesses with ours. In the past, we have received claims of material infringement of intellectual property rights – we have had to defend against copyright violation claims on licensed images included in our print and internet directories and websites and patent infringement claims on various technologies and functionalities included in our digital products, services, and internet sites. Related lawsuits, regardless of the outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on our business. In response to the loss of important trademarks or other intellectual property rights, we may be required to spend significant resources to monitor and to protect these rights. Litigation brought to protect and to enforce our intellectual property rights could be costly, time-consuming and distracting to management, with no guarantee of success and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. We also maintain a moderate patent portfolio, but do not currently pursue any strategy to protect the technology rights we own from use by others in the marketplace. Our failure to secure, to protect and to enforce our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Litigation and regulatory investigations aimed at us or resulting from actions of our predecessors may result in significant financial losses and harm to our reputation.

We face risk of litigation, regulatory investigations and similar actions in the ordinary course of our business, including the risk of lawsuits and other legal actions relating to breaches of contractual obligations or tortious claims from clients or other third parties, fines, penalties, interest, or other damages as a result of erroneous transactions, breach of data privacy laws, or lawsuits and legal actions related to our predecessors. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory, or criminal proceedings against our directors, officers, or employees; and the probability and amount of liability, if any, may remain unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate. A substantial liability arising from a lawsuit judgment or settlement or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers, or employees could have a material adverse effect on our business, financial condition and results or operations. Moreover, even if we ultimately prevail in or settle any litigation, regulatory action, or investigation, we could suffer significant harm to our reputation, which could

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

materially affect our ability to attract new clients, to retain current clients and to recruit and to retain employees, which could have a material adverse effect on our business, financial condition and results of operations.

Various lawsuits and other claims typical for a business of our size and nature are pending against us, including disputes with taxing jurisdictions. We do not expect that any potential judgments, fines or penalties relating to these matters will have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.

We are also exposed to potential future claims and litigation relating to our business, as well as methods of collection, processing and use of personal data. Our clients and users of client data collected and processed by us could also file claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated by unauthorized persons. These potential future claims could have a material adverse effect on our consolidated statements of operations, consolidated balance sheets or consolidated statements of cash flows.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, including parties commonly referred to as “patent trolls,” may own or claim to own intellectual property relating to our industry. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. In the future, others may claim that our Thryv platform and underlying technology infringe or violate their intellectual property rights. However, we may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Our history of the combination of various corporate entities may cause the appropriate licensing of IP rights of third parties on which we rely to be difficult to trace and prove over time. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. Any such events could have a material adverse effect on our business, financial condition and results of operations.

Some of our solutions utilize open source software and any failure to comply with the terms of one or more of these open source licenses could have a material adverse effect on our business, financial condition and results of operations.

Some of our solutions, such as Thryv Leads, and client consumer-facing websites and mobile applications, as well as our internal business solutions include software covered by open source licenses, such as GPL-type licenses. Although we provide what we deem to be compliant notices and attributions for the use of any Open Source code. The terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our solutions or consumer-facing sites and applications. Our internal development policies and vendor contracts typically prohibit the use of Open Source licensed code that requires the release of the source code of our proprietary software, but any errors in application of our policies or standard contract language could potentially make our proprietary software available under open source licenses if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license of a particular type, we could be required to publicly release the affected portions of our source code, to re-engineer all or a portion of our technologies, or otherwise to be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could have a material adverse effect on our business, financial condition and results of operations.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Laws and regulations directed at limiting or restricting the distribution of our print directories or shifting the costs and responsibilities of waste management related to our print directories could adversely affect our business.

A number of states and municipalities are considering, and a limited number of municipalities have enacted, legislation or regulations that would limit or restrict our ability to distribute our print directories in the markets we serve. The most restrictive laws or regulations would prohibit us from distributing our print directories unless residents affirmatively “opt in” to receive our print directories. Other, less restrictive, laws or regulations would require us to allow residents to “opt out” of receiving our print directories. In addition, some states and municipalities are considering legislation or regulations that would shift the costs and responsibilities of waste management for discarded directories from municipalities to the producers of the directories. These laws and regulations will likely, if and where adopted, increase our costs, reduce the number of directories that are distributed and negatively impact our ability to market our advertising to new and existing clients. If these or similar laws and regulations are widely adopted, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.

Our reliance on, and extension of credit to, small and medium sized local businesses could adversely affect our business.

In the ordinary course of our business, we extend credit to these clients in the form of a trade receivable for advertising purchases. Local businesses, however, tend to have fewer financial resources and higher failure rates than large businesses, especially during a downturn in the general economy. Also, the proliferation of very large retail stores may continue to adversely affect local businesses. We believe these limitations are significant contributing factors to having clients not renew their subscriptions. If clients fail to pay within specified credit terms, we may cancel their advertising in future directories, which could further impact our ability to collect past due amounts, as well as adversely impact our advertising sales and revenue trends. In addition, full or partial collection of delinquent accounts can take an extended period of time. Consequently, we could be adversely affected by our dependence on and our extension of credit to local businesses in the form of trade receivables.

The forecasts of market growth included in this prospectus may prove to be inaccurate and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The forecasts in this prospectus relating to the expected growth in marketing and management software markets may prove to be inaccurate. Even if these markets experience the forecasted growth described in this prospectus, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as necessarily indicative of our future growth.

If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to liability for past sales, and our future sales may decrease. Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our clients, which could increase the costs of our services and otherwise have a material adverse effect on our business, financial condition and results of operations.

The application of federal, state and local tax laws to services provided electronically is evolving. New income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time (possibly with retroactive effect) and could be applied solely or disproportionately to services provided over the internet. These enactments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately have a material adverse effect on our results of operations and cash flows.

In addition, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us (possibly with retroactive effect), which could require us or our clients to pay additional tax amounts, as well as require us or our clients to pay fines or penalties and interest for past amounts.

For example, we might lose sales or incur significant expenses if states successfully impose broader guidelines on state sales and use taxes. A successful assertion by one or more states requiring us to collect sales or other taxes on the licensing of our software or provision of our services could result in substantial tax

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

liabilities for past transactions and otherwise harm our business. Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that change over time. We review these rules and regulations periodically and, when we believe we are subject to sales and use taxes in a particular state, we may voluntarily engage state tax authorities in order to determine how to comply with that state’s rules and regulations. There is no guarantee that we will not be subject to sales and use taxes or related penalties for past sales in states where we currently believe no such taxes are required.

Vendors of services, like us, are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our services, we might be liable for past taxes in addition to taxes going forward. Liability for past taxes might also include substantial interest and penalty charges. Our clients are typically wholly responsible for applicable sales and similar taxes. Nevertheless, clients might be reluctant to pay back taxes and might refuse responsibility for interest or penalties associated with those taxes. If we are required to collect and to pay back taxes and the associated interest and penalties, and if our clients fail or refuse to reimburse us for all or a portion of these amounts, we will incur unplanned expenses that may be substantial. Moreover, imposition of such taxes on us going forward will effectively increase the cost of our services to our clients and might adversely affect our ability to retain existing clients or to gain new clients in the areas in which such taxes are imposed.

We will incur increased costs and obligations as a result of being a public company.

As a publicly traded company, we will incur additional legal, accounting and other expenses that we were not required to incur in the past. After this listing, we will be required to file with the SEC annual and quarterly information and other reports that are specified in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will also become subject to other reporting and corporate governance requirements, including the requirements of Nasdaq and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which will impose additional compliance obligations upon us. As a public company, we will, among other things:

• prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and applicable stock exchange rules;

• create or expand the roles and duties of our Board and committees of the Board;

• institute more comprehensive financial reporting and disclosure compliance functions;

• enhance our investor relations function; and

• involve and retain to a greater degree outside counsel and accountants in the activities listed above.

These changes will require a commitment of additional resources, and many of our competitors already comply with these obligations. We may not be successful in implementing these requirements, and the commitment of resources required for implementing them could have a material adverse effect on our business, financial condition and results of operations.

The changes necessitated by becoming a public company require a significant commitment of resources and management oversight that has increased and may continue to increase our costs and could place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. If we are unable to offset these costs through other savings, then it could have a material adverse effect on our business, financial condition and results of operations.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Our results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our results of operations may vary significantly in the future and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, the results of any one quarter or annual period should not be relied upon as an indication of future performance. Our financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and as a result, may not fully reflect the underlying performance of our business. Fluctuations in results may negatively impact the value of our common stock. Factors that may cause fluctuations in our financial results include, without limitation, those listed below:

• our ability to attract new clients;

• our ability to manage our declining Marketing Services revenue;

• the timing of recognition of revenues;

• the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

• network outages or security breaches;

• general economic, industry and market conditions;

• client renewals;

• increases or decreases in the number of elements of our services or pricing changes upon any renewals of client agreements;

• changes in our pricing policies or those of our competitors;

• seasonal variations in our client subscriptions;

• fluctuation in market interest rates, which impacts debt interest expense;

• any changes in the competitive dynamics of our industry, including consolidation among competitors, clients, or strategic partners; and

• the impact of new accounting rules.

We may not be able to utilize a significant portion of our net operating loss carryforwards, which could have a material adverse effect on our financial condition and results of operations.

As of March 31, 2020, we had state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2022. Utilization of these net operating losses depends on many factors, including our future income, which cannot be assured. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could have a material adverse effect on our financial condition and results of operations.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), our ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. This listing or future issuances of our stock could cause an “ownership change.” It is possible that an ownership change could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability.

Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition and results of operations.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, to provide a report by management on, among other things, the effectiveness of our internal control over financial reporting for the second fiscal year beginning after the effective date of this listing and in each year thereafter. We are in the very early stages of the costly and challenging process of compiling the

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system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have in the past identified material weaknesses in our internal control over financial reporting, which we were required to report and remediate. If we are unable to maintain adequate internal control over financial reporting, or if in the future we identify material weaknesses, we may be unable to report our financial information accurately on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules, may breach the covenants under our credit facilities and incur additional costs. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, which could cause the price of our common stock to decline and have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Indebtedness

Thryv Holdings, Inc. is a holding company and relies on transfers of funds and other payments from its subsidiaries to meet its obligations.

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result, we are largely dependent upon cash transfers in the form of intercompany loans and receivables from our subsidiaries to meet our obligations. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason also could limit or impair their ability to pay dividends or other distributions to us.

Our outstanding indebtedness could have a material adverse effect on our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations.

We have a substantial amount of debt and significant debt service obligations. As of March 31, 2020, we had access to (i) the $825.0 million Senior Term Loan and (ii)  the ABL Facility in an aggregate amount equal to (a) $225.0 million from January 31, 2019 through December 31, 2019, (b) $200.0 million from January 1, 2020 through June 30, 2020, (c) $175.0 million from July 1, 2020 through December 31, 2020, (d) $150.0 million from January 31, 2021 through June 30, 2021, (e) $125.0 million from July 1, 2021 through December 31, 2021 and (f) $100.0 million on and after January 1, 2022. The Senior Credit Facilities are secured by substantially all of the assets of our operating subsidiary Thryv, Inc., and guaranteed by the Company. The Senior Term Loan has a maturity date of December 31, 2023, and the ABL Facility has a maturity date on the earlier of December 31, 2023 or 91 days prior to the stated maturity date of the Senior Term Loan. As of March 31, 2020, we had $575.4 million principal amount outstanding (net of debt issuance costs of $0.6 million) under our Senior Term Loan and $122.1 million amount outstanding and $69.9 million available borrowing capacity under our ABL Facility.

Our outstanding indebtedness and any additional indebtedness we incur may have important consequences for us, including, without limitation, that:

• increase our vulnerability to adverse changes in general economic and industry conditions and competitive pressures;

• require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restrict us from pursuing business opportunities as they arise or from successfully carrying out plans to expand our business;

• make it more difficult to satisfy our financial obligations, including payments on our indebtedness;

• place us at a disadvantage compared to our competitors that have less debt; and

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.

Despite our substantial indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We may incur substantial additional indebtedness in the future. Although the agreements governing our Senior Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness we can incur in compliance with these restrictions could be substantial.

Restrictive covenants in the agreements governing our Senior Credit Facilities may restrict our future operations, including our ability to pursue our business strategies or respond to changes.

The agreements governing our Senior Credit Facilities contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. These include covenants restricting, among other things, our (and our subsidiaries’) ability to:

• incur additional indebtedness;

• issue preferred stock;

• create, incur, assume or permit liens;

• consolidate, merge, liquidate, wind up or dissolve;

• make, purchase, hold or acquire investments, including acquisitions, loans and advances;

• pay dividends or make other distributions in respect of equity;

• make payments in respect of junior lien or subordinated debt;

• sell, transfer, lease, license or sublease or otherwise dispose of assets;

• enter into any sale and leaseback transactions;

• enter into any swap transactions;

• engage in transactions with affiliates;

• enter into any restrictive agreement;

• materially alter the business that we conduct;

• change our fiscal year for accounting and financial reporting purposes;

• permit any subsidiary to, make or commit to make any capital expenditure; and

• amend or otherwise change the terms of the documentation governing certain restricted debt.

In addition, our covenants require us to maintain specified financial ratios and satisfy other financial condition tests. The terms of any future indebtedness we may incur could include more restrictive covenants. There can be no assurance that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from our creditors and/or amend the covenants.

Our failure to comply with the covenants or to maintain the required financial ratios contained in the agreements governing our indebtedness could result in an event of default under such indebtedness, which could have an adverse effect on our business, financial condition, results of operations and prospects. Additionally, our default under one agreement covering our indebtedness may trigger cross-defaults under other agreements covering our indebtedness. Upon the occurrence of an event of default or cross-default under any of the agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies. In the event our lenders accelerate the maturity of our indebtedness, we would not have sufficient cash to repay that indebtedness, which would materially and adversely affect our

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern. Furthermore, if we were unable to repay the amounts due and payable under the agreements governing our indebtedness, those lenders could proceed against the collateral granted to them to secure that indebtedness.

We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. Our ability to make payments on and to refinance our indebtedness and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

If our business does not generate cash flow from operations in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to affect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern.

In the future, we may be dependent upon our lenders for financing to execute our business strategy and to meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a material adverse effect on our business, financial condition and results of operations.

During periods of volatile credit markets, there is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum amount permitted by the ABL Facility. If our lenders are unable to fund borrowings under their revolving credit commitments or we are unable to borrow, it could be difficult to obtain sufficient funding to execute our business strategy or to meet our liquidity needs, which could have a material adverse effect on our business, financial condition and results of operations.

Our debt may be downgraded, which could have a material adverse effect on our business, financial condition and results of operations.

A reduction in the ratings that rating agencies assign to our debt may negatively impact our access to the debt capital markets and increase our cost of borrowing, which could have a material adverse effect on our business, financial condition and results of operations.

Uncertainty relating to the London interbank offered rate (“LIBOR”) and the potential discontinuation of LIBOR in the future may adversely affect our interest expense.

LIBOR is widely used as a reference for setting the interest rate on loans globally. We use LIBOR as a reference rate for the determination of the interest rates for each of our Senior Credit Facilities. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform or discontinuation. In particular, on July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority,

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

which regulates LIBOR, announced that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. Such announcement indicates that LIBOR is expected to be discontinued after 2021. It is unclear whether or not new methods of calculating LIBOR will be established such that it continues to exist after 2021.

In the circumstance that LIBOR is discontinued, each of our Senior Credit Facilities contains alternative methodologies for computing interest rates. In the event that the administrative agent determines that LIBOR has been permanently discontinued, (i) the Senior Term Loan requires that the lenders having loans representing more than 50% of the total outstanding loans and the Company endeavor to establish an alternate interest rate and (ii) the ABL Facility requires that the administrative agent and the Company endeavor to establish an alternate interest rate (provided that the lenders having loans representing more than 50% of the total outstanding loans have a negative consent right), in each case giving due consideration to the then-prevailing market conventions for determining interest rates for a similar loan in the United States at such time. If no agreement can be reached with respect to an alternate rate, the interest rates for each of the Senior Credit Facilities will be determined at an alternate base rate for each of the Senior Credit Facilities. The alternate base rate, under the Senior Term Loan, is an amount equal to the greater of (A) a base rate determined by reference to the rate of interest per annum announced by The Wall Street Journal as its prime rate on such day, (B) the federal funds effective rate on such date plus 1/2 of 1.00%, (C) LIBOR with an interest period of one month commencing on such day plus 1.00% and (D) 2.00%, plus, the applicable margin. The alternate base rate, under the ABL Facility, is an amount equal to the greater of (A) the rate of interest announced, from time to time, within Wells Fargo Bank, National Association at its principal office in San Francisco as its “prime rate”(and, if any such announced rate is below zero, then the rate determined pursuant to this clause (A) shall be deemed to be zero), (B) the federal funds effective rate on such date plus 1/2 of 1.00%, (C) LIBOR with an interest period of one month commencing on such day plus 1.00% and (D) 2.00%, plus, the applicable margin.

There is no guarantee that an alternate interest rate will be established for either of the Senior Credit Facilities, and even if an alternative interest rate is established, such alternate interest rate may be higher than a corresponding interest rate benchmarked to LIBOR, especially given uncertainty as to the effectiveness of alternative rate-setting methodologies prior to their utilization in practice. Uncertainty as to the nature of any potential modification to or discontinuation of LIBOR, the decline in usefulness of LIBOR as an interest rate reference prior to its discontinuation, the establishment of alternative interest rates or the implementation of any other potential changes may materially and adversely affect our interest expense.

Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs for us.

Banking and capital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to refinance, and the related cost of refinancing, some or all of our debt could be adversely affected. Although we currently can access the bank and capital markets, there is no assurance that such markets will continue to be a reliable source of financing for us. These factors, including the tightening of credit markets, could adversely affect our ability to obtain cost-effective financing. Increased volatility and disruptions in the financial markets also could make it more difficult and more expensive for us to refinance outstanding indebtedness and to obtain financing. In addition, the adoption of new statutes and regulations, the implementation of recently enacted laws, or new interpretations or the enforcement of older laws and regulations applicable to the financial markets or the financial services industry could result in a reduction in the amount of available credit or an increase in the cost of credit. Disruptions in the financial markets can also adversely affect our lenders, insurers, clients and other counterparties. Any of these results could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Ownership of Our Common Stock

Our listing differs significantly from an underwritten initial public offering.

This is not an underwritten initial public offering of our common stock. This listing of our common stock on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

• There are no underwriters. Consequently, prior to the opening of trading on Nasdaq, there will be no book building process and no price at which underwriters initially sold shares to the public to help

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

inform efficient and sufficient price discovery with respect to the opening trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of trading of our common stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. Moreover, there will be no underwriters assuming risk in connection with the initial resale of shares of our common stock. In an underwritten initial public offering, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the market price of shares. Given that there will be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions, there could be greater volatility in the public price of our common stock during the period immediately following the listing. See also “—Our shares of common stock have no prior public market, an active trading market may not develop or continue to be liquid and the market price of our shares of common stock may be volatile.”

• There is not a fixed or determined number of shares of common stock available for sale in connection with the registration and the listing. Therefore, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of common stock and there may initially be a lack of supply of, or demand for, shares of common stock on Nasdaq. Alternatively, we may have a large number of Registered Stockholders or other existing stockholder, who choose to sell their shares of common stock in the near term, resulting in potential oversupply of our common stock, which could adversely impact the public price of our common stock once listed on Nasdaq.

• None of our Registered Stockholders or other existing stockholders has entered into contractual lock-up agreements or other contractual restrictions on transfer. In an underwritten initial public offering, it is customary for an issuer’s officers, directors and most or all of its other stockholders to enter into a 180-day contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after such initial public offering. Consequently, any of our stockholders, including our directors and officers who own our common stock and other significant stockholders, may sell any or all of their shares of common stock at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant volume in a short period of time following the listing, it may result in an oversupply of our common stock in the market, which could adversely impact the public price of our common stock. See also “—None of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Following our listing, sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the market price of our common stock to decline.”

• We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading of our common stock on Nasdaq. Instead, we intend to host an investor day and engage in certain other investor education meetings without our financial advisor. In advance of the investor day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We intend to prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow presentation and to make the presentation publicly available, without restrictions, on our website. There can be no guarantee that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to our common stock or sufficient demand among potential investors immediately after our listing, which could result in a more volatile public price of our common stock.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

• Such differences from an underwritten initial public offering could result in a volatile market price for our common stock and uncertain trading volume, which may adversely affect your ability to sell any shares of common stock that you may purchase.

Our shares of common stock currently have no public market. An active trading market may not develop or continue to be liquid and the market price of our shares of common stock may be volatile.

We expect our shares of common stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for our shares of common stock, and an active market for our shares of common stock may not develop or be sustained after the listing, which could depress the market price of our shares of common stock and could affect the ability of our stockholders to sell our shares of common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of common stock. An inactive market may also impair our ability to raise capital by selling our shares of common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of common stock as consideration.

In addition, we cannot predict the prices at which our shares of common stock may trade on Nasdaq following the listing of our shares of common stock, and the market price of our shares of common stock may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not an underwritten initial public offering, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq, On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which I-Bankers, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once I-Bankers has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with the Nasdaq rules. If I-Bankers then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. I-Bankers will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, I-Bankers will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If I-Bankers does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), I-Bankers will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. Notably, if Mudrick Capital, who retains significant ownership of our common stock, does not submit any pre-opening sell orders, there may be a relative reduced volume of pre-opening sell orders and I-Bankers could find it more difficult to determine that sufficient price discovery has been made to open trading at the Current Reference Price. As a result, the absence of sufficient price discovery may result in delays in the opening of trading. For more information, see “Plan of Distribution.”

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public as there would be in an underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our common stock may be more volatile than in an underwritten initial public offering and could decline significantly and rapidly.

Furthermore, because of our novel listing process on the Nasdaq Capital Market, Nasdaq's rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our common stock, if the price of our common stock or our market capitalization fall below those required by Nasdaq's eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

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In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our common stock on Nasdaq and may participate more in our initial trading than is typical for an underwritten initial public offering. These factors could result in a public price of our common stock that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our common stock and an unsustainable trading price if the price of our common stock significantly rises upon listing and institutional investors believe our common stock is worth less than retail investors, in which case the price of our common stock may decline over time. Further, if the public price of our common stock is above the level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock after trading begins, which would create additional downward pressure on the public price of our common stock. To the extent that there is a lack of consumer awareness among retail investors, such lack of consumer awareness could reduce the value of our common stock and cause volatility in the trading price of our common stock.

The public price of our common stock following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

• the number of shares of our common stock publicly owned and available for trading;

• overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions;

• actual or anticipated fluctuations in our revenue or other operating metrics;

• our actual or anticipated operating performance and the operating performance of our competitors;

• changes in the financial projections we provide to the public or our failure to meet these projections;

• failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;

• any major change in our Board, management, or key personnel;

• the economy as a whole and market conditions in our industry;

• rumors and market speculation involving us or other companies in our industry;

• announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber-security in the U.S. or globally;

• lawsuits threatened or filed against us;

• other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and

• sales or expected sales of our common stock by us and our officers, directors and principal stockholders, including Mudrick Capital.

In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our common stock shortly following the listing of our common stock on Nasdaq as a result of the supply and demand forces described above. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

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Future sales of common stock by our Registered Stockholders and other existing stockholders could cause our share price to decline.

We currently expect our common stock to be listed and traded on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our common stock and there has not been a sustained history of trading in our common stock in private placement or “over-the-counter” markets. Moreover, consistent with Regulation M and other federal securities laws applicable to our listing, we have not consulted with Registered Stockholders or other existing stockholders regarding their desire or plans to sell shares in the public market following the listing or discussed with potential investors their intentions to buy our common stock in the open market. While our common stock may be sold after our listing on Nasdaq by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 of the Securities Act of 1933, as amended, or the Securities Act, unlike an underwritten initial public offering, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of common stock and there may initially be a lack of supply of, or demand for, common stock on Nasdaq. Conversely, there can be no assurance that the Registered Stockholders and other existing stockholders will not sell all of their shares of common stock, resulting in an oversupply of our common stock on Nasdaq. In the case of a lack of supply of our common stock, the trading price of our common stock may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our common stock if they are unable to purchase a block of our common stock in the open market due to a potential unwillingness of our existing stockholders to sell a sufficient amount of common stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our common stock, the market for our common stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our common stock. In the case of a lack of market demand for our common stock, the trading price of our common stock could decline significantly and rapidly after our listing. Furthermore, the decision by Mudrick Capital, who retains significant ownership of our common stock, to sell, or refrain from selling, shares of common stock from time to time, could impact the market supply and trading volumes of our common stock, thereby affecting market prices and creating additional volatility, which impact will increase if the percentage of shares sold by non-affiliated Registered Stockholders or other existing stockholders from time to time decreases. Therefore, an active, liquid and orderly trading market for our common stock may not initially develop or be sustained, which could significantly depress the public price of our common stock and/or result in significant volatility, which could affect your ability to sell your shares of common stock.

We have outstanding warrants that are exercisable for our common stock. If these warrants are exercised, the number of shares eligible for resale in the public market would increase and result in potential price volatility and dilution to our stockholders.

As of March 31, 2020, we had outstanding warrants to purchase an aggregate of 10,459,141 shares of our common stock at an exercise price of $13.55 per share. The warrants may be exercised in whole or in part at any time prior to their expiration at 5:00 p.m., Pacific Time, on August 15, 2023. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the holders of our common stock and increase the number of shares eligible for resale in the public market. Resales of substantial numbers of shares in the public market in close proximity to the day that our shares of common stock are initially listed on Nasdaq may increase price volatility which could adversely affect the price of our common stock.

Because of its significant ownership of our common stock, Mudrick Capital has substantial control over our business, and its interests may differ from our interests or those of our other stockholders.

As of March 31, 2020, Mudrick Capital beneficially owned and controlled common stock representing 58.43% of the voting power of our outstanding common stock. See “Description of Capital Stock.” As a result of this ownership or control of our voting securities, Mudrick Capital will have control over the outcome of substantially all matters submitted to our stockholders for approval, including the election of directors. This may delay or prevent an acquisition or cause the public price of our common stock to decline. Mudrick Capital may have interests different from yours. Therefore, the concentration of voting power by Mudrick Capital may have an adverse effect on the price of our common stock.

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None of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Following our listing, sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the market price of our common stock to decline.

In addition to the supply and demand and volatility factors discussed above, sales of a substantial number of shares of our common stock into the public market, particularly sales by our directors, executive officers and principal stockholders, or the perception that these sales might occur in large quantities, could cause the market price of our common stock to decline.

As of March 31, 2020, we have 56,985,914 shares of common stock outstanding, all of which will be “restricted securities” (as defined in Rule 144 under the Securities Act). These shares may be immediately sold either by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders under Rule 144 if such shares held by such other stockholders have been beneficially owned by non-affiliates for at least one year. Moreover, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days and assuming the availability of certain public information about us, (i) non-affiliates who have beneficially owned our common stock for at least six months may rely on Rule 144 to sell their shares of common stock and (ii) our directors, executive officers and other affiliates who have beneficially owned our common stock for at least six months, including certain of the shares of common stock covered by this prospectus to the extent not sold hereunder, will be entitled to sell their shares of our common stock subject to volume limitations under Rule 144 under the Securities Act and various vesting agreements.

None of our stockholders are subject to any contractual lock-up or other contractual restriction on the transfer or sale of their shares.

Further, as of March 31, 2020, there were outstanding warrants to purchase an aggregate of 10,459,141 shares of our common stock at an exercise price of $13.55 per share, and in addition, an aggregate of 10,860,155 shares are reserved for the exercise of outstanding options and future awards granted pursuant to our 2016 Stock Incentive Plan (as amended, the “Stock Incentive Plan”). We intend to file one or more registration statements under the Securities Act to register the shares reserved for issuance under our Stock Incentive Plan and, as a result, all shares of common stock acquired upon vesting or exercise of awards granted under our Stock Incentive Plan would also be freely tradeable under the Securities Act, unless acquired by our affiliates.

We also may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments, or otherwise, but we will not conduct any such issuance during any period in which this registration statement is effective. Any such issuance could result in substantial dilution to our existing stockholders and cause the public price of our common stock to decline.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes Oxley Act, the listing standards of Nasdaq, on which we will trade and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some

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activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified senior management and members of our Board, particularly to serve on our audit and risk committee and compensation committee and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations and financial condition could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims and the time and resources necessary to resolve them, could divert the resources of our management and harm our business, results of operations and financial condition.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us and/or our business. Securities and industry analysts do not currently and may never, publish research on our company. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our fourth amended and restated certificate of incorporation and second amended and restated bylaws that will be in effect prior to the completion of this listing provide that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. Pursuant to our charter, our directors will not be liable to the company or any stockholders for monetary damages for any breach of fiduciary duty, except (i) acts that breach his or her duty of loyalty to the company or its stockholders, (ii) acts or omissions without good faith or involving intentional misconduct or knowing violation of the law, (iii) pursuant to Section 174 of the Delaware General Corporation Law (the “DGCL”) or (iv) for any transaction from which the director derived an improper personal benefit. The bylaws also require us, if so requested, to advance expenses that such director or officer incurred in defending or investigating a threatened or pending action, suit or proceeding, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

We have elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly-listed companies, which could make our common stock less attractive to some investors or otherwise harm our stock price.

Because we qualify as a “controlled company” under the corporate governance rules for publicly-listed companies, we are not required to have a majority of our Board be independent under the applicable rules of Nasdaq, nor are we required to have a compensation committee or a nominating and corporate governance

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committee comprised entirely of independent directors. In light of our status as a controlled company, our Board will establish a compensation committee and a nominating and corporate governance committee that will not be comprised solely of independent members at the time of the listing. In addition, we may choose to change our Board composition. Accordingly, should the interests of our Sponsors differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for publicly-listed companies. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Because we do not intend to pay cash dividends in the foreseeable future, you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price.

We have never declared nor paid cash dividends on our capital stock. We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or to pay any dividends in the foreseeable future. Additionally, our ability to generate income and pay dividends is dependent on the ability of our subsidiaries to declare and pay dividends or lend funds to us. Future indebtedness of or jurisdictional requirements on our subsidiaries may prohibit the payment of dividends or the making or repayment of loans or advances to us. Consequently, the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which investors have purchased their shares. However, the payment of future dividends will be at the discretion of our Board, subject to applicable law and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions that apply to the payment of dividends and other considerations that our Board deems relevant. See “Dividend Policy.” As a consequence of these limitations and restrictions, we may not be able to make the payment of dividends on our common stock.

Anti-takeover provisions in our certificate of incorporation and bylaws and certain provisions of Delaware law could delay or prevent a change of control that may be favored by some stockholders.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or other change of control transaction that stockholders may consider favorable. These provisions may also make it more difficult for our stockholders to change our Board and senior management.

Among other things, these provisions:

• provide for a classified Board with staggered three-year terms;

• do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

• delegate the sole power of a majority of the Board to fix the number of directors;

• provide the power of our Board to fill any vacancy on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

• eliminate the ability of stockholders to call special meetings of stockholders; and

• establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.

In addition, our Board has the authority to cause us to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price, or prices and liquidation preferences of such series. The issuance of shares of preferred stock or the adoption of a stockholder rights plan may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares. See “Description of Capital Stock—Anti-takeover Provisions.”

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Further, under the agreements governing our Senior Credit Facilities, a change of control would cause us to be in default. In the event of a default, the administrative agent under our Senior Credit Facilities would have the right (or, at the direction of lenders holding a majority of the loans and commitments under our Senior Credit Facilities, the obligation) to accelerate the outstanding loans and to terminate the commitments under our Senior Credit Facilities, and if so accelerated, we would be required to repay all of our outstanding obligations under our Senior Credit Facilities.

In addition, several of our agreements with local telephone service providers require their consent to any assignment by us of our rights and obligations under the agreements. We may from time to time enter into new Contracts that contain change of control provisions that limit the value of, or even terminate, the contract upon a change of control. The consent rights in these agreements might discourage, delay or prevent a transaction that a stockholder may consider favorable.

Our second amended and restated bylaws will provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.

Our second amended and restated bylaws will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our fourth amended and restated certificate of incorporation or our second amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine. This exclusive forum provision will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws and rules and regulations promulgated thereunder for which there is exclusive federal or concurrent federal and state jurisdiction. The federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our fourth amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision that will be contained in our second amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, statements concerning the conditions of our industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Accordingly, we caution you against relying on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following:

• significant competition for our Marketing Services solutions and SaaS offerings which include companies who use components of our SaaS offerings provided by third parties;

• we may not maintain profitability;

• we may not manage our growth effectively;

• we may not be able to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;

• the effect of COVID-19 on our business, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;

• we may not maintain our strategic relationships with third-party service providers;

• internet search engines and portals potentially terminating or materially altering their agreements with us;

• we may not keep pace with rapid technological changes and evolving industry standards;

• our SMB clients potentially opting not to renew their agreements with us or renewing at lower spend;

• potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;

• our potential failure in identifying and acquiring suitable acquisition candidates;

• the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees;

• we may not maintain the compatibility of our Thryv platform with third-party applications;

• we may not successfully expand our current offerings into new markets or further penetrate existing markets;

• our potential failure to provide new or enhanced functionality and features;

• our potential failure to comply with applicable privacy, security and data laws, regulations and standards;

• potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;

• our potential failure to meet service level commitments under our client contracts;

• our potential failure to offer high-quality or technical support services;

• our Thryv platform and add-ons potentially failing to perform properly;

• the potential impact of future labor negotiations; and

• we may not protect our intellectual property rights, proprietary technology, information, processes, and know-how.

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USE OF PROCEEDS

The Registered Stockholders may, or may not, elect to sell shares of our common stock covered by this prospectus. To the extent any Registered Stockholder chooses to sell shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock. See “Principal and Registered Stockholders.”

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DIVIDEND POLICY

We do not currently intend to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings. Any future determination to declare cash dividends will be made at the discretion of our Board, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our Board may deem relevant.

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result, our ability to pay cash dividends on our common stock is dependent upon cash transfers and other distributions from our subsidiaries. Our ability to pay dividends is also currently restricted by the terms of our Senior Credit Facilities and may be further restricted by any future indebtedness we incur.

See “Risk Factors—Risks Related to Ownership of Our Common Stock—Because we do not intend to pay cash dividends in the foreseeable future, you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price,” “Risks Related to Our Indebtedness—Thryv Holdings, Inc. is a holding company and relies on transfers of funds and other payments from itssubsidiaries to meet its obligations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Description of Material Indebtedness— Certain Covenants, Representations and Warranties” and “Description of Capital Stock.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2020.

This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Consolidated Financial Data and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” and the consolidated financial statements and notes thereto appearing elsewhere in this prospectus.

	As of March 31, 2020
	(in thousands) (unaudited)
Cash and cash equivalents	$1,203
Total debt(1)	$697,523
Stockholders’ equity:
Common stock - $.01 par value, 250,000,000 shares authorized; 103,435,098 shares issued and 56,985,914 shares outstanding at March 31, 2020	1,034
Additional paid-in capital	1,008,541
Treasury stock - 46,449,184 shares at March 31, 2020	(459,732)
Accumulated (deficit)	(515,951)
Total stockholders’ equity	$33,892
Total capitalization	$731,415

(1)
For a discussion of our existing indebtedness, see “Description of Material Indebtedness”, Note 11, Debt Obligations, to our audited annual consolidated financial statements, and Note 7, Debt Obligations, to our unaudited interim condensed consolidated financial statements, included elsewhere in this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA AND OTHER DATA

The following tables set forth our selected historical consolidated financial data for the periods and as of the dates indicated. We derived the consolidated statements of operations data for the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2019 and 2018 from our audited annual consolidated financial statements and related notes thereto included elsewhere in this prospectus. We derived the consolidated statements of operations data for the three months ended March 31, 2020 and 2019 and the consolidated balance sheet data as of March 31, 2020 from our unaudited interim condensed consolidated financial statements and related notes thereto included elsewhere in this prospectus.

In 2016, Dex Media, Inc. and certain of its affiliates filed with the United States Bankruptcy Court for the District of Delaware a proposed joint voluntary prepackaged Chapter 11 plan of reorganization. We applied fresh start accounting on July 31, 2016, resulting in a new basis of accounting. References to the five months ended December 31, 2016 and subsequent periods relate to the Successor (“Successor”). References to the seven months ended July 31, 2016 and periods prior relate to the Predecessor Company (“Predecessor”). As a result of fresh start accounting, the Successor and Predecessor periods may not be comparable. We derived our consolidated statements of operations data for the five months ended December 31, 2016 (Successor), the seven months ended July 31, 2016 (Predecessor), and the year ended December 31, 2015 (Predecessor) as well as the consolidated balance sheet data as of December 31, 2017 (Successor), December 31, 2016 (Successor) and December 31, 2015 (Predecessor), from our consolidated financial statements and related notes thereto not included in this prospectus.

Our historical results are not necessarily indicative of future net income (loss). The information set forth below should be read in conjunction with “Prospectus Summary—Summary Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Capitalization,” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

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Consolidated Statements of Operations Data:

	Successor						Predecessor
	Three Months Ended March 31,		Years Ended December 31,			Five Months Ended December 31, 2016	Seven Months Ended July 31, 2016	Year Ended December 31, 2015
	2020(1)(2)	2019(1)(2)	2019(1)(2)	2018(1)(2)	2017(2)
	(in thousands, except share and per share data) (unaudited)		(in thousands, except share and per share data)
Revenue	$318,570	$408,084	$1,421,374	$1,784,401	$1,318,166	$230,341	$712,628	$1,498,074
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	99,620	133,237	476,355	647,288	553,293	135,546	267,330	510,994
Sales and marketing	75,353	93,501	352,740	469,238	370,548	87,429	176,954	345,630
General and administrative	44,132	48,751	179,956	238,554	223,887	12,633	87,558	165,792
Depreciation and amortization	37,823	52,519	206,270	266,975	301,435	128,947	150,454	410,415
Impairment charge(3)	—	—	—	—	—	712,795	—	—
Total operating expenses	256,928	328,008	1,215,321	1,622,055	1,449,163	1,077,350	682,296	1,432,831
Operating income (loss)	61,642	80,076	206,053	162,346	(130,997)	(847,009)	30,332	65,243
Other income (expense):
Interest expense	(19,930)	(22,264)	(92,951)	(82,697)	(67,815)	(27,584)	(134,753)	(354,612)
Other components of net periodic pension cost	(201)	(1,843)	(53,161)	(516)	(40,804)	(35,702)	(1,475)	(14,961)
(Loss) gain on early extinguishment of debt	—	(6,375)	(6,375)	(18,375)	751	1,056	—	1,250
Reorganization items and fresh start adjustments, net(4)	—	—	—	—	—	—	1,843,991	—
Income (loss) before (provision) benefit for income taxes	41,511	49,594	53,566	60,758	(238,865)	(909,239)	1,738,095	(303,080)
(Provision) benefit for income taxes	(13,409)	(15,106)	(18,062)	(8,487)	67,541	286,724	(441,500)	39,617
Net income (loss)	$28,102	$34,488	$35,504	$52,271	$(171,324)	$(622,515)	$1,296,595	$(263,463)
Net income (loss) per common share:
Basic	$0.48	$0.33	$0.48	$0.51	$(1.69)	$(6.23)	$74.01	$(14.98)
Diluted	$0.45	$0.32	$0.45	$0.49	$(1.69)	$(6.23)	$74.01	$(14.98)
Weighted-average shares used in computing basic and diluted net income (loss) per common share:
Basic	58,640,916	103,196,920	73,521,230	103,196,920	101,586,026	99,948,433	17,518,888	17,584,843
Diluted	63,047,747	109,345,093	78,221,765	107,336,152	101,586,026	99,948,433	17,518,888	17,584,843

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Consolidated Balance Sheet Data:

	Successor					Predecessor
	As of March 31,	As of December 31,				As of December 31,
	2020(1)(2)	2019(1)(2)	2018(1)(2)	2017(2)	2016(3)(4)	2015
	(in thousands) (unaudited)	(in thousands)
Cash and cash equivalents	$1,203	$1,912	$34,169	$2,038	$41,409	$175,057
Adjusted working capital(5)	216,348	221,128	321,714	69,906	204,958	260,406
Total assets(6)	1,353,804	1,388,292	1,653,488	1,747,928	1,253,096	1,267,565
Current maturities of long-term debt	—	—	—	—	—	2,301,167
Long-term debt obligations	697,523	714,392	545,861	812,012	481,287
Financing obligations	55,985	56,117	57,343	60,460	—	—
Total liabilities(6)	1,319,912	1,361,032	1,225,148	1,534,372	886,389	2,648,668
Total stockholders’ equity (deficit)	33,892	27,260	428,340	213,556	366,707	(1,381,103)

(1)
The Company’s operating results and financial position for the years ended December 31, 2019 and 2018 were impacted by the adoption of ASC 606. The Company used the modified retrospective method of adoption. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with the historical accounting guidance under ASC 605. The adoption of ASC 606 resulted in a decrease to revenues of $8.6 million for the year ended December 31, 2018. See Note 1, Description of Business and Summary of Significant Accounting Policies, and Note 2, Revenue Recognition, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information. Results for the three months ended March 31, 2020 and 2019 were presented under ASC 606.

(2)
The Company’s operating results and financial position for the three months ended March 31, 2020 and 2019, and for the years ended December 31, 2019, 2018 and 2017 were impacted by the YP Acquisition, which occurred on June 30, 2017. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, see Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.

(3)
During the five months ended December 31, 2016, the Company recorded a goodwill impairment charge of $712.8 million.

(4)
In July 2016, the Predecessor successfully emerged from bankruptcy. As a result of fresh start accounting, the Company recorded a pre-tax net gain of $1,844.0 million for reorganization items, including pre-emergence gains of $630.2 million associated with the discharge of liabilities and $1,299.9 million associated with fresh start adjustments, offset by a charge of $86.1 million.

(5)
Adjusted working capital is defined as current assets minus current liabilities excluding current maturities of long-term debt obligations, as applicable.

(6)
The Company’s financial position for the three months ended March 31, 2020 and 2019, and for the year ended December 31, 2019 were impacted by the adoption of ASC 842. The Company used the modified retrospective method of adoption. For reporting periods beginning January 1, 2019, leases are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting guidance under ASC 840. As of December 31, 2019, the consolidated balance sheet included an operating lease liability of $38.4 million and right-of-use assets of $39.0 million. As of March 31, 2020, the condensed balance sheet included an operating lease liability of $37.1 million and right-of-use assets of $40.3 million. See Note 1, Description of Business and Summary of Significant Accounting Policies and Note 10, Leases, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.

Key Business Metrics

We review a number of operating metrics, including the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. For additional information about our key business metrics, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

	As of and for Three Months Ended March 31,		As of and for Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands, except for dollars)
Clients:
Marketing Services	370	441	387	467	579
SaaS	45	55	47	54	36
Total(1)	385	459	403	484	589
ARPU (Monthly):
Marketing Services	$  227	$  240	$  235	$  250	$  262
SaaS	238	205	219	201	210
Total(2)	$246	$255	$252	$262	$269
Monthly Active Users - SaaS (“MAUs”)(3)	26	23	23	23	—

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(1)
Marketing Services clients plus SaaS clients are greater than Total clients since clients that purchase both Marketing Services and SaaS are considered only one client in the Total client count when the accounts are managed by the same business entity or individual.

(2)
Total monthly ARPU is higher than the individual monthly ARPUs for Marketing Services and SaaS due to clients that purchase both Marketing Services and SaaS solutions.

(3)
We began tracking MAUs starting with our upgraded platform in 2018.

Non-GAAP Financial Measures

The following is the reconciliation of Adjusted EBITDA to its most directly comparable U.S. GAAP measure, net income. For a discussion of Adjusted EBITDA, please refer to “Non-GAAP Financial Measures,” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations — Non-GAAP Financial Measures.”

	Three Months Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands)
Reconciliation of Adjusted EBITDA
Net income (loss)	$   28,102	$   34,488	$   35,504	$   52,271	$ (171,324)
Interest expense	19,930	22,264	92,951	82,697	67,815
Provision (benefit) for income taxes	13,409	15,106	18,062	8,487	(67,541)
Depreciation and amortization expense	37,823	52,519	206,270	266,975	301,435
Loss (gains) on early extinguishment of debt	—	6,375	6,375	18,375	(751)
Restructuring and integration charges(a)	3,344	11,637	45,960	87,307	65,645
Direct listing expenses(b)	3,883	—	4,003	—	—
Stock-based compensation expense(c)	(6,064)	4,853	14,119	39,604	23,364
Other components of net periodic pension cost(d)	201	1,843	53,161	516	40,804
Non-cash loss (gain) from remeasurement of indemnification asset(e)	3,801	910	4,093	(9,518)	(6,191)
Adjusted EBITDA	$104,429	$149,995	$480,498	$546,714	$253,256

(a)
For the three months ended March 31, 2019, and for the years ended December 31, 2019, 2018, and 2017, Restructuring and other integration charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs related to the YP Acquisition. See Note 6 and Note 4, Restructuring and Integration Expenses, to our audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements included elsewhere in this prospectus for more information. For the three months ended March 31, 2020, Restructuring and integration charges include severance benefits. See Note 6, Accrued liabilities, to our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus for more information.

(b)
Expenses related to the Company's direct listing, including accounting, legal, printing and other fees.

(c)
The Company recorded $1.8 million of stock-based compensation expense related to the amortization of grant date fair value of the Company's liability classified stock-based compensation awards. However, the Company's liability classified stock-based compensation awards were remeasured as of March 31, 2020, resulting in a decrease in fair value of $7.9 million. The decrease in fair value was recorded as a reduction to stock-based compensation expense, resulting in a net stock-based compensation benefit of $6.1 million for the three months ended March 31, 2020. See Note 3, Fair Value Measurements, to our unaudited interim condensed consolidated financial statements.

(d)
Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The increase in components of net periodic pension cost for the year ended December 31, 2019 was primarily due to a mark to market pension remeasurement loss of $45.4 million during the year ended December 31, 2019 compared to a pension remeasurement gain of $3.5 million during the year ended December 31, 2018. The decrease in components of net periodic pension cost for the year ended December 31, 2018 was primarily due to a mark to market pension remeasurement gain of $3.5 million during the year ended December 31, 2018 compared to a pension remeasurement loss of $40.3 million during the year ended December 31, 2017. The Company did not record any remeasurement gains or losses for the three months ended March 31, 2020 and 2019. See Note 12 and Note 8, Pensions, to our audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements, respectively, included elsewhere in this prospectus for more information.

(e)
In connection with the YP Acquisition, the seller provided the Company indemnity for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the Acquisition Date. The indemnity covers potential losses in excess of $8.0 million and is capped at an amount equal to the lesser of the UTP Liability or the current fair value of the 3,248,487 Shares. See Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.

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The following is the reconciliation of Free Cash Flow to its most directly comparable U.S. GAAP measure, Net cash provided by operating activities. For a discussion of Free Cash Flow, please refer to “Non-GAAP Financial Measures” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”

	Three Month Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands)
Reconciliation of Free Cash Flow
Net cash provided by operating activities	$45,642	$64,828	$270,599	$347,061	$240,793
Cash expenditures for additions to fixed assets and capitalized software	(9,122)	(2,043)	(26,065)	(27,429)	(19,992)
Free Cash Flow	$  36,520	$  62,785	$ 244,534	$ 319,632	$ 220,801

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations as of and for the periods presented and should be read in conjunction with the sections entitled “Prospectus Summary — Summary Historical Consolidated Financial Data,” “Selected Historical Consolidated Financial Data and Other Data,” and our consolidated financial statements, and the related notes thereto, included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statements. These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Overview

We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them.

We are one of the largest companies in the United States that provides SMBs with print and digital marketing solutions and SaaS end-to-end customer experience tools. Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations.

We serve over 380,000 SMB clients through two business segments: Marketing Services and SaaS.

Our Marketing Services segment provides both print and digital solutions and generated $286.8 million and $1,292.2 million of consolidated total revenues for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively. Our Marketing Services offerings include our owned and operated PYP, proprietary IYP, SEM solutions and other digital media solutions, which include stand-alone websites, online display and social advertising, online presence and video and SEOtools. Our SaaS segment generated $31.8 million and $129.2 million of consolidated total revenues for the three months ended March 31, 2020 and year ended December 31, 2019, respectively. Our primary SaaS offerings include our Thryv platform, our flagship SMB end-to-end customer experience platform, and Thryv Leads.

On June 30, 2017, the Company completed the YP Acquisition which strengthened its position as a leading provider of print and digital marketing solutions and SaaS end-to-end customer experience tools to locally owned businesses. The YP Acquisition expanded our IYP portfolio to include The Real Yellow Pages and Yellowpages.com, enlarged our geographical footprint, and provided us with a significant increase in both clients and sales representatives.

Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. We have worked for decades in our local communities, providing marketing solutions to SMBs. We have found that SMBs need technology solutions to communicate with the large portion of consumers who now do business via their smartphones. In response, we launched our SaaS business in 2015 to provide SMBs with the resources needed to effectively compete for today’s mobile consumers. In 2020, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions. This trend has accelerated from March 2020 onwards.

In 2019, we delivered more than 67 million PYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions. In 2019, our PYP, IYP, SaaS and other lead generation solutions delivered more than 76 million consumer business leads to SMBs nationwide. In addition, in 2019, we generated approximately 4.4 billion U.S. consumer references to, or views of, our PYP and IYP sites and IYP partner sites.

Recent Developments — COVID-19

In March 2020, the World Health Organization categorized COVID-19 as a pandemic. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from- home, stay-at-home and shelter-in-place, have significantly disrupted the global economy, resulting in an adverse effect to the business operations of certain SMBs. Many of our SMB

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clients operate businesses designated as “essential” by state and local authorities administering shelter-in-place orders. Therefore, while we experienced a decline in demand for certain of our services during April of 2020, the impact was somewhat mitigated as many of our clients continue to operate during this pandemic.

In our Marketing Services segment, we experienced a decline in demand primarily related to digital services as some clients temporarily paused their online advertising programs. The resulting loss in revenue was not material during the six months ended June 30, 2020. We expect a similar impact throughout the remainder of 2020, depending upon the rate of continued spread of the virus as well as regulatory and private sector response.

In our SaaS segment, we have experienced a recent gradual increase in demand as SMBs seek integrated technology solutions to facilitate virtual interactions with their customers in lieu of in person interactions. Because of this recent increase in demand, the number of new clients has increased by 37% since December 31, 2019, which has served to slow the year-over-year decline in SaaS revenues.

We have taken steps to mitigate the overall potential impact of the COVID-19 pandemic on our operating results by enhancing the capabilities of our inside and outside sales force while also actively managing costs. We minimized business disruptions by quickly and proactively transitioning our sales and client support teams into a remote working environment and providing increased training, technical capabilities and resources to enable virtual interactions with our clients. Additionally, in March 2020 we began offering certain incentives to select clients, including free advertising or headings, free digital and SaaS services for up to two months, and payment extensions of up to three months. During the six months ended June 30, 2020, the total cost of these incentives was not material, and, dependent upon future developments and spread of the virus, we expect the total cost of incentives to remain immaterial for the remainder of fiscal year 2020. With respect to managing our costs, steps we have taken include cuts in non-essential spending, reduction in force, suspension of merit raises, suspension of our employee 401(k) match program, decrease of the discretionary bonus pool and decrease of other selected human resources benefits. During the six months ended June 30, 2020, we recognized severance expense related to employee terminations and an incremental amount to allowance for credit losses as a result of the economic downturn caused by COVID-19. We believe the majority of these cost saving measures to be temporary in nature. In addition, we remain committed to our variable cost structure and to limiting our capital expenditures, which will allow the Company to continue operating with relatively low working capital needs.

On June 23, 2020, we announced our plans to become a “Remote First” company, meaning that the majority of our workforce will continue to operate in a remote working environment indefinitely. As a result, we have closed certain office buildings, including our corporate headquarters in Dallas. We will keep certain other office buildings open to house essential employees who cannot perform their duties remotely, such as employees that work in our data center. The closures of our offices resulted in impairment charges for the six months ended June 30, 2020.

While the effects of the COVID-19 pandemic have impacted our financial results for the six months ended June 30, 2020, the overall impact was somewhat mitigated by the nature of our client base, the terms of our print agreements, and the gradual increase in demand for our Thryv platform. The increase in demand for our Thryv platform and our decision to target higher spend, higher retention clients have also somewhat mitigated the impact of a reduced salesforce on the Company’s ability to generate revenues. As a result, we do not expect the future impact of the COVID-19 pandemic to be material to operational performance, financial performance, or liquidity.

Factors Affecting Our Performance

Our operations can be impacted by, among other factors, general economic conditions and increased competition with the introduction of new technologies and market entrants. We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those listed below and those discussed in the section titled “Risk Factors.”

Ability to Attract and Retain Clients

Our revenue growth is driven by our ability to attract and retain SMB clients. To do so, we must deliver solutions that address the challenges currently faced by SMBs at a value-based price point that an SMB can afford.

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Our strategy is to expand the use of our solutions by introducing our SaaS solutions to new SMB clients as well as our current Marketing Services clients. This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital.

Investment in Growth

We intend to continue to invest in the growth of our SaaS segment. We have selectively utilized a portion of the cash generated from our Marketing Services segment to support initiatives in our evolving SaaS segment, which has represented an increasing percent of total revenue since launch. The SaaS segment became profitable during 2019. We will continue to improve our SaaS solutions by analyzing user behavior, expanding features, improving usability, enhancing our onboarding services and customer support and making version updates available to SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also increase our operating expenses.

Ability to Grow Through Acquisition

Our growth prospects depend upon our ability to successfully develop new markets. We currently serve the United States SMB market and plan to leverage strategic acquisitions to expand our client base domestically and enter new markets internationally. Identifying proper targets and executing strategic acquisitions may take substantial time and capital. We believe that acquisitions of marketing services companies will expand our client base and provide additional opportunities to offer our SaaS solutions. Our success largely depends on our ability to identify and execute acquisition opportunities and our ability to establish relationships with new SMBs.

Key Business Metrics

We review several operating metrics, including the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be used by investors to help analyze the health of our business.

Total Clients

We define total clients as the number of SMB accounts with one or more revenue-generating solutions in a particular period. For quarter- and year-ending periods, total clients from the last month in the period are reported. A single client may have separate revenue-generating accounts for multiple Marketing Services solutions or SaaS offerings, but we count these as one client when the accounts are managed by the same business entity or individual. Although infrequent, where a single organization has multiple subsidiaries, divisions, or segments, each business entity that is invoiced by us is treated as a separate client. We believe that the number of total clients is an indicator of our market penetration and potential future business opportunities. We view the mix between Marketing Services clients and SaaS clients as an indicator of potential future opportunities to offer our SaaS solutions to our Marketing Services clients.

Marketing Services Clients

Clients that purchase one or more of our Marketing Services solutions are included in this metric. These clients may or may not also purchase subscriptions to our SaaS offerings.

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SaaS Clients

Clients that purchase subscriptions to our SaaS offerings are included in this metric. These clients may or may not also purchase one or more of our Marketing Services solutions.

	As of March 31,		As of December 31,
	2020	2019	2019	2018	2017
	(in thousands)
Clients
Marketing Services	370	441	387	467	579
SaaS	45	55	47	54	36
Total(1)	385	459	403	484	589

(1)
Marketing Services clients plus SaaS clients are greater than Total clients since clients that purchase both Marketing Services and SaaS are considered only one client in the Total client count when the accounts are managed by the same business entity or individual.

Marketing Services clients decreased by 17 thousand, or 4%, as of March 31, 2020 compared to December 31, 2019. Marketing Services clients decreased by 71 thousand or 16% as of March 31, 2020 compared to March 31, 2019. Marketing Services clients decreased by 80 thousand or 17% as of December 31, 2019 compared to December 31, 2018. Marketing Services clients decreased by 112 thousand or 19% as of December 31, 2018 compared to December 31, 2017. The decrease in Marketing Services clients for all periods was related to a secular decline in the print media industry. The decline in the digital portion of our Marketing Services business was due to significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook.

SaaS clients decreased by 2 thousand or 4% as of March 31, 2020 compared to December 31, 2019. SaaS clients decreased by 10 thousand or 18% as of March 31, 2020 compared to March 31, 2019. SaaS clients decreased by 7 thousand or 13% as of December 31, 2019 compared to December 31, 2018. The decrease in SaaS clients in each period was the result of an intentional strategic move by us to target higher spend, higher retention clients in lieu of lower-spend, higher churn clients. As part of this strategy, we discontinued sale of lower-priced tiers of our Thryv platform, which led to higher ARPU for the three months ended March 31, 2020 and the year ended December 31, 2019. In making this strategic shift, our SaaS client count has decreased while SaaS ARPU has increased, and we expect this trend to continue into fiscal year 2021.

SaaS clients increased by 18 thousand or 50% as of December 31, 2018 compared to December 31, 2017. The increase was partially driven by the YP Acquisition, which resulted in additional clients and an increase in our sales force. The additional sales personnel increased our capacity to offer SaaS solutions to our client base. In addition, we embarked on an aggressive acquisition of a large number of low-ARPU clients during this time as we sought to increase our client base. As noted previously, we shifted away from that strategy starting in 2019 in favor of pursuing fewer clients with higher priced tiers which led to higher ARPU.

Total clients decreased by 18 thousand or 4% as of March 31, 2020 compared to December 31, 2019. Total clients decreased by 74 thousand of 16% as of March 31, 2020 compared to March 31, 2019. Total clients decreased by 81 thousand or 17% as of December 31, 2019 compared to December 31, 2018. Total clients decreased by 105 thousand or 18% as of December 31, 2018 compared to December 31, 2017. The primary driver of the decreases in total clients during these periods was due to the secular decline in the print media business combined with increasing competition in the digital media space.

Monthly ARPU

We define monthly ARPU as our total client billings for a particular month divided by the number of revenue- generating units during the same month. For each reporting period, the weighted average monthly ARPU from all the months in the period are reported. We define units as SMB accounts with one or more revenue-generating solutions in a particular month. Units are synonymous with clients. As monthly ARPU varies based on the amounts we charge for our services, we believe it can serve as a measure by which investors can evaluate trends in the types and levels of services across our client base. Our measurement of ARPU helps us understand the rate at which we are monetizing our client base.

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	Three Months Ended March 31,		Year Ended December 31,
	2020	2019	2019	2018	2017
ARPU (Monthly)
Marketing Services	$ 227	$240	$235	$250	$262
SaaS	238	205	219	201	210
Total(1)	$ 246	$255	$252	$262	$269

(1)
Total monthly ARPU is higher than the individual monthly ARPUs for Marketing Services and SaaS due to clients that purchase both Marketing Services and SaaS solutions.

Monthly ARPU for the Marketing Services segment decreased by $13 or 5% for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. Marketing services decreased by $15 or 6% for the year ended December 31, 2019 compared to the year ended December 31, 2018. Likewise, monthly ARPU decreased by $12 or 5% for the year ended December 31, 2018 compared to the year ended December 31, 2017. The decrease in ARPU for these periods was related to reduced spend by clients on our print media offerings due to the secular decline of the industry caused by the continuing shift of advertising spend to less expensive digital media. This decrease in ARPU was further driven by a reduction of our resale of high-spend, low margin third-party local search and display services that were not hosted on our owned and operated platforms.

Monthly ARPU for the SaaS segment increased by $33 or 16% during the three months ended March 31, 2020 compared to the three months ended March 31, 2019. Monthly ARPU increased by $18 or 9% for the year ended December 31, 2019 compared to the year ended December 31, 2018. These increases in ARPU were largely driven by our strategic shift to selling to higher spend clients and, at the same time, discontinuing our sale of the lower-priced tiers of our Thryv platform. In addition, we introduced higher priced tiers of our Thryv platform to our clients in the second quarter of 2019, which led to higher ARPU for the year ended December 31, 2019 and for the three months ended March 31, 2020.

Monthly ARPU for the SaaS segment decreased by $9 or 4% for the year ended December 31, 2018 compared to the year ended December 31, 2017. The decrease in ARPU was related to selling a larger volume of the lower tier version of our Thryv platform that we introduced in the first quarter of 2017, which generated lower APRU for the respective periods.

Monthly Active Users – SaaS

We define a monthly active user for SaaS offerings as a client with one or more users who log into our SaaS solutions at least once during the calendar month. It should be noted that the inherent challenge is that one individual may register for, and use, multiple accounts across computer and mobile devices which may overstate the number of unique users who actively use our Thryv platform within a month. Additionally, some of our original SaaS clients exclusively use the website features of their Thryv platform which does not require a login and those users are not included in our active users count. For each reporting period, active users from the last month in the period are reported. We believe that monthly active users best reflects our ability to engage, retain and monetize our users, and thereby drive increases in revenue. We view monthly active users as a key measure of user engagement for our Thryv platform.

	As of March 31,		As of December 31,
	2020	2019	2019	2018	2017
	(in thousands)
Monthly Active Users – SaaS(1)	26	23	23	23	—

(1)
We began tracking MAUs starting with our upgraded platform in 2018.

Monthly active users increased by 3 thousand or 13% during the three months ended March 31, 2020 compared to the year ended December 31, 2019 and compared to the three months ended March 31, 2019. Monthly active users remained flat for the year ended December 31, 2019 compared to the year ended December 31, 2018. The number of monthly active users increased period over period despite the decline in the

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total number of SaaS clients as we undertook efforts such as enhancing the sales process, client onboarding experience and lifecycle management in order to increase engagement among our SaaS clients. The increase was also driven by the focus by our sales team on obtaining higher retention, higher spend clients as these clients are more engaged with our platform.

Key Components of Our Results of Operations

Revenue

We generate revenue from our two business segments, Marketing Services and SaaS. Our primary sources of revenue in our Marketing Services segment are print and digital services. Our primary source of revenue in our SaaS segment is our Thryv platform.

Effective January 1, 2018, the Company adopted ASC 606. The Company elected to adopt the new revenue recognition standard using the modified retrospective method with the cumulative effect of adoption of $162.5 million recognized as a net decrease to opening accumulated deficit as of January 1, 2018. Under the modified retrospective transition method, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical revenue recognition guidance under ASC 605. See Note 1, Description of Business and Summary of Significant Accounting Policies, and Note 2, Revenue Recognition, to our audited annual consolidated financial statements included elsewhere in this prospectus for further discussion of the adoption of ASC 606.

Cost of Services (Exclusive of Depreciation and Amortization)

Cost of services (exclusive of depreciation and amortization) consists of expenses related to delivering our solutions, such as publishing, printing, and distribution of our print directories and fulfillment of our digital and SaaS offerings. Additionally, it includes personnel-related expenses such as salaries paid to our information technology personnel, as well as internet operations and development personnel, and stock-based compensation expense.

Operating Expenses

Operating expenses consist of sales and marketing, general and administrative, and depreciation and amortization.

Sales and Marketing

Sales and marketing expense consists primarily of base salaries, sales commissions paid to our inside and outside sales force and compensation and expenses incurred by personnel within the sales, marketing, sales training, and client care departments. Additionally, Sales and marketing expense includes advertising costs such as media, promotional material, branding, and on-line advertising and stock-based compensation expense.

General and Administrative

General and administrative expense primarily consists of compensation expense incurred by corporate management and administrative functions such as finance and accounting, legal, internal audit, human resources, billing and receivables, and management personnel. In addition, General and administrative expense includes stock-based compensation expense, bad debt expense, restructuring and integration charges, and other corporate expenses such as professional fees, operating taxes, and insurance.

Depreciation and Amortization Expense

Depreciation and amortization expense consists of depreciation from fixed assets and amortization associated with capitalized software and intangible assets.

Other Income (Expense)

Other income (expense) consists of interest expense, other components of net periodic pension cost, and (loss) gain on early extinguishment of debt.

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Results of Operations

Consolidated Results of Operations

The following table sets forth certain consolidated financial data for each of the periods indicated:

	For the Three Months Ended March 31,				For the Year Ended December 31,
	2020		2019		2019		2018		2017
	(in thousands) (unaudited)				(in thousands)
	Amount	% of Revenue	Amount	% of Revenue	Amount	% of Revenue	Amount	% of Revenue	Amount	% of Revenue
Revenue	$ 318,570	100%	$ 408,084	100%	$1,421,374	100%	$ 1,784,401	100%	$ 1,318,166	100%
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	99,620	31.3%	133,237	32.6%	476,355	33.5%	647,288	36.3%	553,293	42.0%
Sales and marketing	75,353	23.7%	93,501	22.9%	352,740	24.8%	469,238	26.3%	370,548	28.1%
General and administrative	44,132	13.9%	48,751	11.9%	179,956	12.7%	238,554	13.4%	223,887	17.0%
Depreciation and amortization	37,823	11.9%	52,519	12.9%	206,270	14.5%	266,975	15.0%	301,435	22.9%
Total operating expenses	256,928	80.7%	328,008	80.4%	1,215,321	85.5%	1,622,055	90.9%	1,449,163	109.9%
Operating income	61,642	19.3%	80,076	19.6%	206,053	14.5%	162,346	9.1%	(130,997)	9.9%
Other income (expense):
Interest expense	(19,930)	6.3%	(22,264)	5.5%	(92,951)	6.5%	(82,697)	4.6%	(67,815)	5.1%
Other components of net periodic pension cost	(201)	0.1%	(1,843)	0.5%	(53,161)	3.7%	(516)	—	(40,804)	3.1%
(Loss) on early extinguishment of debt	—	—	(6,375)	1.6%	(6,375)	0.4%	(18,375)	1.0%	751	0.1%
Income before (provision) for income taxes	41,511	13.0%	49,594	12.2%	53,566	3.8%	60,758	3.4%	(238,865)	18.1%
(Provision) for income taxes	(13,409)	4.2%	(15,106)	3.7%	(18,062)	1.3%	(8,487)	0.5%	67,541	5.1%
Net income	$28,102	8.8%	$34,488	8.5%	$35,504	2.5%	$52,271	2.9%	(171,324)	13.0%
Other Financial Data:
Adjusted EBITDA	$104,429		$149,995		$ 480,498		$546,714		$253,256

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Comparison of the Three Months Ended March 31, 2020 to the Three Months Ended March 31, 2019

Revenue

The following table summarizes revenues by business segment for the periods indicated:

	Three Months Ended March 31,		Change
	2020	2019	Amount	%
	(in thousands) (unaudited)
Marketing Services	$286,755	$375,308	$(88,553)	(23.6)%
SaaS	31,815	32,776	(961)	(2.9)%
Total revenues	$318,570	$408,084	$(89,514)	(21.9)%

Total revenues decreased by $89.5 million, or 21.9%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The decrease in total revenues was driven by a decrease in Marketing Services of $88.6 million and a decrease in SaaS revenue of $1.0 million.

Marketing Services Revenue

Marketing Services revenue decreased by $88.6 million, or 23.6%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019.

Print revenue decreased by $59.0 million, or 30.0%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The decrease is due to the decline in the overall industry demand for print services.

Digital services revenue decreased by $29.5 million, or 16.5%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. IYP and SEM revenues decreased by $24.2 million, or 16.3%, driven by a decline in the Company’s client base due to significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook. Other digital media solutions revenue decreased by $5.3 million, or 17.7%, as we shifted from selling these services on a standalone basis to only offering them as add-ons to our Thryv platform for new clients with most of these services undergoing this transition during the second quarter of the year ended December 31, 2019.

SaaS Revenue

SaaS revenue decreased by $1.0 million, or 2.9%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The decrease was primarily driven by a decline in our SaaS client base as a result of our continued focus on targeting higher spend, higher retention clients in lieu of lower-spend, higher churn clients.

Cost of Services (Exclusive of Depreciation and Amortization)

Cost of services (exclusive of depreciation and amortization) decreased by $33.6 million, or 25.2%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The decrease in Cost of services (exclusive of depreciation and amortization) was primarily driven by declining revenue and strategic cost savings initiatives. Cost of services (exclusive of depreciation and amortization) as a percentage of revenue decreased to 31.3% for the three months ended March 31, 2020 from 32.6% for the three months ended March 31, 2019. This decline was largely the result of the Company’s continued efforts to reduce costs in order to maintain profitability, and the completion of the YP restructuring and integration efforts. Specifically, we reduced printing, distribution and digital and fulfillment support costs by $27.4 million and employee related costs by $1.8 million.

Operating Expenses

Sales and Marketing

Sales and marketing expense decreased by $18.1 million, or 19.4%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The decrease in Sales and marketing expense was primarily due to declining revenues and strategic cost savings initiatives. Specifically, the decrease in sales and

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marketing expense was due to lower employee related costs of $11.9 million and lower sales commissions of $6.0 million. Sales and marketing expense as a percentage of revenue increased to 23.7% for the three months ended March 31, 2020 from 22.9% for the three months ended March 31, 2019 due to our continued focus on brand management.

General and Administrative

General and administrative expense decreased by $4.6 million, or 9.5%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. General and administrative expense as a percentage of revenue increased to 13.9% for the three months ended March 31, 2020 from 11.9% for the three months ended March 31, 2019. This increase was primarily driven by direct listing costs of $3.9 million and COVID-19 related costs of $3.2 million incurred for severance charges and an increase in the allowance for credit losses.

Depreciation and Amortization

Depreciation and amortization expense decreased by $14.7 million, or 28.0%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019.

The decrease in Depreciation and amortization resulted primarily from a decline of $12.6 million related to amortization of our intangible assets. The Company uses the income forecast method, which is an accelerated amortization method that assumes the remaining value of the intangible asset is greater in the earlier years and then steadily declines over time based on expected future cash flows. Depreciation and amortization further decreased due to a decline in depreciation expense of $2.1 million from the sale and retirement of property and equipment.

Other Income (Expense)

Interest Expense

Interest expense decreased by $2.3 million, or 10.5%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 due to lower indebtedness. The Company incurred interest expense from related parties of $5.2 million for the three months ended March 31, 2020 as compared to $6.1 million for the three months ended March 31, 2019.

Other Components of Net Periodic Pension Cost

Other components of net periodic pension cost decreased by $1.6 million, or 89.1% for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. This decrease was primarily due to a decrease in interest expense of $1.3 million and lower expected return on assets of $0.3 million.

(Loss) on Early Extinguishment of Debt

During the three months ended March 31, 2019, the Company incurred a loss of $6.4 million on early extinguishment of debt upon funding of the second installment of the Senior Term Loan. The Company did not extinguish debt during the three months ended March 31, 2020.

(Provision) Benefit for Income Taxes

(Provision) for income taxes decreased by $1.7 million, or 11.2% for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The effective income tax rate was 32.3% and 30.5% for the three months ended March 31, 2020 and 2019, respectively. The effective tax rate differs from the 21.0% U.S. Federal statutory rate primarily due to the change in valuation allowance, tax permanent differences, and discrete items recorded in each of the respective periods.

Adjusted EBITDA

Adjusted EBITDA decreased by $45.6 million, or 30.4%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The decrease in Adjusted EBITDA was primarily driven by the decrease in total revenue, which was partially offset by declining costs as we continue to focus on cost reductions.

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Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018

Revenue

The following table summarizes revenues by business segment for the periods indicated:

	Years Ended December 31,		Change
	2019	2018	Amount	%
	(in thousands)
Marketing Services	$1,292,217	$1,659,786	$(367,569)	(22.1)%
SaaS	129,157	124,615	4,542	3.6
Total revenues	$1,421,374	$1,784,401	$(363,027)	(20.3)%

Total revenues decreased by $363.0 million, or 20.3%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease in total revenues was driven by a decrease in Marketing Services of $367.6 million, partially offset by an increase in SaaS revenue of $4.5 million.

Marketing Services Revenue

Marketing Services revenue decreased by $367.6 million, or 22.1%, for the year ended December 31, 2019 compared to the year ended December 31, 2018.

Print revenue decreased by $194.4 million, or 24.3%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease is due to the decline in the overall industry demand for print services.

Digital services revenue decreased by $173.1 million, or 20.1%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. IYP and SEM revenues declined by $136.2 million, or 19.2%, driven by a decline in the Company’s client base due to significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook. Other digital media solutions revenue decreased by $37.0 million, or 24.3%, as we shifted from selling these services on a standalone basis to only offering them as add-ons to our Thryv platform for new clients.

SaaS Revenue

SaaS revenue increased by $4.5 million, or 3.6%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. The increase in SaaS revenue was largely driven by the April 2018 launch of Thryv Leads.

Cost of Services (Exclusive of Depreciation and Amortization)

Cost of services (exclusive of depreciation and amortization) decreased by $170.9 million, or 26.4%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease in Cost of services was primarily driven by declining revenue and strategic cost savings initiatives. Cost of services (exclusive of depreciation and amortization) as a percentage of revenue decreased to 33.5% for the year ended December 31, 2019 from 36.3% for the year ended December 31, 2018. This decline largely resulted from the Company’s continued efforts to reduce costs in order to maintain profitability and the completion of the YP restructuring and integration efforts in 2019. Specifically, we reduced printing, distribution and digital and fulfillment support costs by $117.0 million.

Additionally, we reduced employee related costs by $22.2 million.

Operating Expenses

Sales and Marketing

Sales and marketing expense decreased by $116.5 million, or 24.8%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease in Sales and marketing expense was primarily due to declining revenues and strategic cost savings initiatives. Sales and marketing expense as a percentage of revenue decreased to 24.8% for the year ended December 31, 2019 from 26.3% for the year ended December 31, 2018.

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Specifically, the decline in sales and marketing expense was due to lower employee related costs of $53.5 million, lower advertising, sales promotion and other brand management costs of $31.5 million, and lower sales commissions of $21.0 million.

General and Administrative

General and administrative expense decreased by $58.6 million, or 24.6%, for the year ended December 31, 2019 compared to the year ended December 31, 2018.

Restructuring and other integration costs of $46.0 million for the year ended December 31, 2019 decreased by $41.3 million, or 47.3%, as compared to $87.3 million for the year ended December 31, 2018. In the year ended December 31, 2019, the Company continued its efforts to eliminate redundancies in the workforce, information technology, and facilities as part of its YP restructuring and integration efforts. As of December 31, 2019, the cumulative cost of these efforts amounted to $198.9 million. The Company completed its restructuring and integration efforts in 2019. As a result of the restructuring and other integration costs, the Company generated significant cost savings, which were largely realized by December 31, 2019.

The decrease in General and administrative expense was further driven by a decrease of $19.1 million in stock-based compensation expense related to our liability-classified stock-based compensation awards, resulting from the Company’s Tender Offer and a decrease in per share fair value. The Company completed the Tender Offer in May 2019, in which we settled approximately 4.2 million outstanding stock options. Additionally, the per share value of our stock decreased from $10.43 as of December 31, 2018 to $9.17 as of December 31, 2019.

General and administrative expense as a percentage of revenue decreased to 12.7% for the year ended December 31, 2019 from 13.4% for the year ended December 31, 2018. This decline largely resulted from the Company’s continued focus on reducing costs to maintain profitability and YP restructuring and integration efforts.

Depreciation and Amortization

Depreciation and amortization expense decreased by $60.7 million, or 22.7%, for the year ended December 31, 2019 compared to the year ended December 31, 2018.

The decrease in Depreciation and amortization resulted primarily from a decline of $54.7 million related to amortization of our intangible assets. The Company uses the income forecast method, which is an accelerated amortization method that assumes the remaining value of the intangible asset is greater in the earlier years and then steadily declines over time based on expected future cash flows. Depreciation and amortization further decreased due to a decline in depreciation expense of $6.2 million as we retired certain fixed assets and capitalized software.

Other Income (Expense)

Interest Expense

Interest expense increased by $10.3 million, or 12.4%, for the year ended December 31, 2019 compared to the year ended December 31, 2018 due to higher indebtedness. The Company incurred interest expense from third parties of $68.2 million for the year ended December 31, 2019 as compared to $53.9 million for the year ended December 31, 2018. The Company incurred interest expense from related parties of $24.8 million for the year ended December 31, 2019 as compared to $28.8 million for the year ended December 31, 2018.

Other Components of Net Periodic Pension Cost

Other components of net periodic pension cost increased by $52.7 million, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily due to a mark to market pension remeasurement loss of $45.4 million during the year ended December 31, 2019 compared to a pension remeasurement gain of $3.5 million during the year ended December 31, 2018. Other components of net periodic pension cost were also affected by an increase in interest expense of $1.2 million and lower expected return on assets of $1.7 million, offset by a settlement loss increase of $0.9 million.

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(Loss) Gain on Early Extinguishment of Debt

During the year ended December 31, 2019, the Company incurred a loss of $6.4 million on early extinguishment of debt upon funding of the second installment of our Senior Term Loan while during the year ended December 31, 2018, the Company incurred a loss on extinguishment of $18.4 million.

(Provision) Benefit for Income Taxes

(Provision) for income taxes of $18.1 million for the year ended December 31, 2019 increased by $9.6 million compared to the $8.5 million for the year ended December 31, 2018. The effective income tax rate was 33.7% and 14.0% for the years ended December 31, 2019 and 2018, respectively. The change in the effective rate was primarily driven by the change in valuation allowance due to the change in the realizability of deferred tax assets.

Adjusted EBITDA

Adjusted EBITDA decreased by $66.2 million, or 12.1%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease in Adjusted EBITDA was primarily driven by the decrease in total revenue, which was partially offset by declining costs as we continue to focus on cost reductions.

Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017

Revenue

The following table summarizes revenues by business segment for the periods indicated (in thousands):

	Years Ended December 31,		Change
	2018	2017	Amount	%
	(in thousands)
Marketing Services	$1,659,786	$1,243,014	$416,772	33.5%
SaaS	124,615	75,152	49,463	65.8
Total revenues	$1,784,401	$1,318,166	$466,235	35.4%

Total revenues increased by $466.2 million, or 35.4%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase in total revenues was driven by the YP Acquisition on June 30, 2017, which contributed approximately $940.9 million in revenue in 2018 and $439.8 million in revenue in 2017. The adoption of ASC 606 resulted in a decrease to revenues of $8.6 million.

Marketing Services Revenue

Marketing Services revenue increased by $416.8 million, or 33.5%, for the year ended December 31, 2018 compared to the year ended December 31, 2017.

Print revenue increased by $256.1 million, or 47.2%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase in print revenue was related to the YP Acquisition, which contributed approximately $360.7 million in 2018 and $62.8 million in the second half of 2017. The increase in print revenue was partially offset by a $41.8 million decrease driven by a decline in our client base, consistent with the overall secular decline in the print media industry.

Digital services revenue increased by $160.7 million, or 22.9%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase in digital services revenue was related to the YP Acquisition which contributed approximately $580.2 million in digital services revenue in 2018, compared to $374.2 million in the second half of 2017. The increase in digital services revenue was partially offset by a $45.3 million decrease, driven by a decline in our client base.

SaaS Revenue

SaaS revenue increased by $49.5 million, or 65.8%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase in SaaS revenue was largely driven by sales and marketing efforts to expand the adoption and usage of our Thryv platform, which also resulted in a 50% increase in client volume.

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Cost of Services (Exclusive of Depreciation and Amortization)

Cost of services (exclusive of depreciation and amortization) increased by $94.0 million, or 17.0%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase in Cost of services was primarily driven by the YP Acquisition, resulting in an increase in client volume, offset in part by cost reductions.

Cost of services (exclusive of depreciation and amortization) as a percentage of revenue decreased to 36.3% from 42.0% for the years ended December 31, 2018 and 2017, respectively. This decline largely resulted from the Company’s continued focus on reducing costs to maintain profitability and YP restructuring and integration efforts. Specifically, the Company achieved cost savings primarily due to lower printing, publishing, and distribution costs of $59.0 million and lower digital fulfillment traffic costs of $26.0 million. Additionally, while our print services have experienced a structural decline, print costs are highly variable, enabling the Company to right-size costs in advance of anticipated declines in sales.

Operating Expenses

Sales and Marketing

Sales and marketing expense increased by $98.7 million, or 26.6%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase in Sales and marketing expense was primarily related to the YP Acquisition. Specifically, Sales and marketing expense increased due to higher employee related costs of $39.9 million, sales commissions of $29.2 million, and advertising and sales promotion expense of $21.0 million.

Sales and marketing expense as a percentage of revenue decreased to 26.3% from 28.1% for the years ended December 31, 2018 and 2017, respectively. This decline largely resulted from the Company’s continued focus on reducing costs to maintain profitability and YP restructuring and integration efforts.

General and Administrative

General and administrative expense increased by $14.7 million, or 6.6%, for the year ended December 31, 2018 compared to the year ended December 31, 2017.

The increase in General and administrative expense was primarily due to an increase in restructuring and other integration costs related to the YP Acquisition. Restructuring and other integration costs of $87.3 million for the year ended December 31, 2018 increased by $21.7 million, or 33.0%, as compared to $65.6 million for the year ended December 31, 2017. Subsequent to the YP Acquisition, the Company made efforts to eliminate redundancies in the workforce, information technology, and facilities. As of December 31, 2018, the cumulative cost of these efforts amounted to $152.9 million.

In addition to restructuring and other integration costs, General and administrative costs also increased due to higher stock-based compensation expense of $12.7 million driven by the increase in the Company’s per share fair value to $10.43 as of December 31, 2018 compared to $7.50 as of December 31, 2017. These increases were largely offset by decreases in employee related and facility costs totaling $13.1 million.

General and administrative expense as a percentage of revenue decreased to 13.4% from 17.0% for the years ended December 31, 2018 and 2017, respectively. This decline largely resulted from the Company’s continued focus on reducing costs to maintain profitability and YP restructuring and integration efforts.

Depreciation and Amortization

Depreciation and amortization decreased by $34.5 million, or 11.4%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The decrease in Depreciation and amortization resulted primarily from a decline of $73.7 million associated with our pre-Acquisition intangible assets. The Company uses the income forecast method, which is an accelerated amortization method that assumes the remaining value of the intangible asset is greater in the earlier years and then steadily declines over time based on expected future cash flows. The decrease in Depreciation and amortization expense was partially offset by an increase of $26.5 million in amortization expense from the YP Acquisition intangible assets acquired and an increase in depreciation expense of $12.7 million for additions to fixed assets and capitalized software.

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Other Income (Expense)

Interest Expense

Interest expense increased by $14.9 million, or 21.9%, for the year ended December 31, 2018 compared to the year ended December 31, 2017 due to higher indebtedness. The Company incurred interest expense from a related party of $28.8 million for the year ended December 31, 2018 as compared to $29.3 million for the year ended December 31, 2017.

Other Components of Net Periodic Pension Cost

Other components of net periodic pension cost decreased by $40.3 million, or 98.7%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. This decrease was primarily due to a mark to market pension remeasurement loss of $40.3 million during the year ended December 31, 2017 compared to a pension remeasurement gain of $3.5 million during the year ended December 31, 2018. Other components of net periodic pension cost were also affected by an increase in interest expense of $2.0 million and lower expected return on assets of $2.5 million, offset by a settlement gain increase of $0.9 million.

(Loss) Gain on Early Extinguishment of Debt

During the year ended December 31, 2018, the Company incurred a loss of $18.4 million related to its extinguishment of $354.3 million in debt outstanding under its Original Term Facility. Similarly, during the year ended December 31, 2017, the Company retired debt obligations of $20.3 million, resulting in a gain on extinguishment of $0.8 million.

(Provision) Benefit for Income Taxes

(Provision) for income taxes of $8.5 million for the year ended December 31, 2018 increased by $76.0 million compared to the benefit of $67.5 million for the year ended December 31, 2017. The effective income tax rate was 14.0% and 28.3% for the years ended December 31, 2018 and 2017, respectively. The change in the effective rate was primarily driven by the change in valuation allowance, the tax effect associated with the YP Acquisition and integration in 2017, and the decrease in the statutory rate as a result of tax reform.

On December 22, 2017, TCJA was enacted into law, which, significantly revised U.S. corporate income tax statutes including, among other things, lowering U.S. corporate income tax rates. The TCJA was the primary driver impacting our effective tax rate as it lowered our statutory federal tax rate from 35% to 21% effective January 1, 2018.

Adjusted EBITDA

Adjusted EBITDA increased by $293.5 million, or 115.9%, for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase in Adjusted EBITDA is largely due to the increase in total revenue driven by the YP Acquisition and cost savings related to the YP restructuring and integration efforts combined with the Company’s overall cost management strategy.

Liquidity and Capital Resources

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv Inc., who in turn generates cash flow from operations and has cash and cash equivalents on hand, funds provided under term loan facilities and funds available under the ABL Facility. The agreements governing our Senior Credit Facilities may restrict the ability of our subsidiaries to make loans or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of our Senior Credit Facilities and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions or the making of loans by such subsidiaries to us. Our and our subsidiaries’ ability to meet our debt service requirements is dependent on our ability to generate sufficient cash flows from operations.

We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our ABL Facility will be sufficient to meet our liquidity requirements, such as working capital requirements for our operations, business development and investment activities, and payments for our debt

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obligations, for the following 12 months. Any projections of future earnings and cash flows are subject to substantial uncertainty. Our future success and capital adequacy will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to address our annual cash obligations and reduce our outstanding debt, all of which are subject to general economic, financial, competitive, and other factors beyond our control. As a result of COVID-19, we expect that many SMBs will experience a reduction in revenues and cash flows and may not have the ability to pay amounts owed to us. We have increased our allowance for credit losses by $3.1 million based on expected future credit losses due to COVID-19. We are also assessing our business operations and the impact that COVID-19 may have on our financial results and liquidity. We continue to monitor our capital requirements to ensure our needs are in line with available capital resources.

In addition, our Board has authorized us to undertake share repurchases from time to time. The amount and timing of any share repurchases that we make will depend on a variety of factors, including available liquidity, cash flows, our capacity to make repurchases under our credit facility and market conditions.

Sources and Uses of Cash

The following table sets forth a summary of our cash flows from operating, investing, and financing activities for the periods indicated:

	As of March 31,		As of December 31,
	2020	2019	2019	2018	2017
	(in thousands) (unaudited)		(in thousands)
Cash flows provided by (used in)
Operating activities	$45,642	$64,828	$270,599	$347,061	$240,793
Investing activities	(7,620)	(1,349)	(25,365)	(28,662)	(600,394)
Financing activities	(38,731)	215,789	(277,491)	(286,268)	320,230
(Decrease) increase in Cash and Cash equivalents(1)	$(709)	$ 279,268	$(32,257)	$32,131	$(39,371)

Comparison of the Three Months Ended March 31, 2020 to the Three Months Ended March 31, 2019

Cash Flows from Operating Activities

Net cash provided by operating activities decreased by $19.2 million, or 29.6%, for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019.

The decrease in net cash provided by operating activities of $19.2 million was primarily driven by a decrease in operating income of $18.4 million for the three months ended March 31, 2020 compared to the same period in 2019.

Cash Flows from Investing Activities

Net cash used in investing activities increased by $6.3 million, or 465%, for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019.

The increase in net cash used in investing activities of $6.3 million was primarily due to an increase of $7.1 million in purchases of fixed assets and capitalized software.

Cash Flows from Financing Activities

Net cash provided by financing activities decreased by $254.5 million, or 118%, for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. The change in cash flow from financing activities related to the repurchase of common stock and the timing of proceeds and payments on the Senior Term Loan and ABL Facility.

The decrease in net cash provided by financing activities of $254.5 million was primarily driven by the receipt of proceeds of $418.6 million from Senior Term Loan during the three months ended March 31, 2019 and a repurchase of common stock in the amount of $21.8 million during the three months ended March 31, 2020. The decrease was offset by an increase in net proceeds from the ABL Facility of $163.7 million.

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Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018

Cash Flows from Operating Activities

Net cash provided by operating activities decreased by $76.5 million, or 22.0%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

The decrease in net cash provided by operating activities of $76.5 million was primarily due to a decrease in net income combined with the settlement of the stock option liability of $33.9 million. The change in cash flows from operating activities was also affected by lower income tax payments of $5.9 million, the timing of accounts receivable collections and the timing of payments against accounts payable, accrued expenses, and other current liabilities.

Cash Flows from Investing Activities

Net cash used in investing activities decreased by $3.3 million, or 11.5% for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

The decrease in net cash used in investing activities of $3.3 million was due to a decrease of $1.4 million in purchases of fixed assets and capitalized software, a decrease of $1.1 million in net cash outflow related to acquisition activity and a decrease of $0.8 million in proceeds received from the sale of fixed assets.

Cash Flows from Financing Activities

Net cash used in financing activities decreased by $8.8 million, or 3.1%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018. The change in cash flow from financing activity relates to the repurchase of common stock and the timing of proceeds and payments on the Senior Term Loan, and ABL Facility.

During the year ended December 31, 2019, our net cash used in financing activities of $277.5 million was primarily driven by the repurchase of common stock in the amount of $438.0 million. Additionally, net cash used in financing activities was driven by proceeds of $108.0 million and payments of $254.6 million on the ABL Facility, which was amended and restated on January 31, 2019. During 2019, the Company received proceeds of $1,034.7 million and made payments of $929.7 million on the ABL Facility.

Cash flows from financing activities also included proceeds of $418.6 million (net of debt issuance costs of $6.4 million) from the Senior Term Loan, offset by payments of $215.0 million and $1.2 million on the Senior Term Loan and other financing obligations, respectively.

Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017 Cash Flows from Operating Activities

Net cash provided by operating activities increased by $106.3 million, or 44.1%, for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

The increase in net cash provided by operating activities of $106.3 million was primarily due to an increase in net income combined with lower income tax payments of $52.7 million for the year ended December 31, 2018, of which $45.3 million resulted from an overpayment carryforward from 2017. The change in cash flows from operating activities was also affected by the timing of accounts receivable collections and the timing of payments against accounts payable, accrued expenses, and other current liabilities.

Cash Flows from Investing Activities

Net cash used in investing activities decreased by $571.7 million, or 95.2% for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

The decrease in net cash used in investing activities of $571.7 million was primarily due to a reduction in net cash outflow related to acquisition activity. In 2017, cash paid, net of cash acquired for the YP Acquisition was $587.7 million. Additionally, there was a reduction in proceeds received from the sale of fixed assets of $7.3 million. This reduction was offset by an increase of $7.4 million in fixed assets and capitalized software purchased to help with the system integration efforts resulting from the YP Acquisition.

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Cash Flows from Financing Activities

Net cash used in financing activities increased by $606.5 million, or 189.4%, for the year ended December 31, 2018 as compared to the year ended December 31, 2017. The change in cash flow from financing activity relates to the timing of proceeds and payments on the ABL Facility, Original Term Facility and Senior Term Loan.

During the year ended December 31, 2018, our net cash used in financing activities of $286.3 million was primarily driven by payments of $651.3 million on the Original Term Facility of which $354.3 million was paid to settle the debt on December 31, 2018. Upon settlement, the Company entered into the Senior Term Loan and received net proceeds of $381.6 million (net of closing costs and restructuring fees of $18.4 million). Cash used in financing activities also related to net payments of $13.4 million on the ABL Facility, and payments on financing obligations of $3.1 million.

During the year ended December 31, 2017, our net cash provided by financing activities of $320.2 million was driven by borrowings of $550.0 million under Original Term Facility and net borrowings of $60.0 million under the ABL Facility, largely offset by repayments of $278.5 million on Original Term Facility, payments of financing obligations of $7.1 million and payment of debt issuance costs of $4.2 million.

Contractual Obligations

The following table represents the contractual obligations as of December 31, 2019:

More than 5 Years	Total	Less than 1 Year	1-3 Years	3-5 Years	More than 5 Years
	(in thousands)
Senior Term Loan(1)	$609,407	$—	$—	$609,407	$—
ABL Facility(2)	104,985	—	—	104,985	—
Interest payments(3)	296,581	74,439	148,099	74,043	—
Operating leases(4)	48,091	12,439	14,974	13,777	6,901
Other financing obligations(5)	1,441	580	861	—	—
Purchase commitments(6)	715	715	—	—	—
Unrecognized tax benefits(7)	53,111	53,111	—	—	—
Total contractual obligations	$1,114,331	$141,284	$163,934	$802,212	$6,901

(1)
During the three months ended March 31, 2020, the Company repaid $34 million on the Senior Term Loan.

(2)
During the three months ended March 31, 2020, the Company had net borrowings of $17.1 million.

(3)
Represents the estimated interest payments associated with the amounts outstanding on our Senior Term Loan and ABL Facility as of December 31, 2019, assuming current interest rates and the amount of debt outstanding in the periods indicated in the table above. See Note 11, Debt Obligations in the notes to our audited annual consolidated financial statements, included elsewhere in this prospectus.

(4)
Represents the undiscounted future minimum lease payments under non-cancelable operating leases.

(5)
Represents future minimum lease payments under financing obligations related to a failed sale-leaseback liability associated with property in Tucker, Georgia.

(6)
Represents future purchase commitments from third-party service providers. Reasonable estimates of the period of cash outflows related to purchase commitments beyond one year cannot be made.

(7)
In connection with the YP Acquisition, the Company recorded a UTP liability relating to certain federal and state tax positions regarding credits, deductions, and other apportionment items associated with income tax returns filed by the seller prior to the acquisition date. The seller provided the Company indemnity for future potential losses in excess of $8 million. The indemnity is capped at an amount equal to the lesser of the UTP liability or the current fair value of shares of the Company’s company stock issued to the seller as part of purchase consideration. The seller may elect to pay such amounts in cash and/or shares. The recorded value of the UTP liability, including interest and penalties, and the related indemnification asset were $53.1 million and $29.8 million, respectively, at December 31, 2019. See Note 3, Acquisitions, and Note 16, Contingent Liabilities, in our audited annual consolidated financial statements, and Note 12, Contingent Liabilities, in our unaudited interim condensed consolidated financial statements for more information. Additionally, for approximately $1.8 million of our unrecognized tax benefits, we are unable to reasonably estimate the timing of the cash outflow due to uncertainties in the timing of the effective settlement of tax positions.

Debt

On July 29, 2016, upon emerging from our pre-packaged bankruptcy, we entered into the Original Term Facility with certain owners of the Company’s common stock with initial borrowings of $600.0 million. On June 30, 2017, an additional $550.0 million was borrowed under the Original Term Facility to finance the purchase of the YP Acquisition. Of the $550.0 million, 49.4% was held by related parties who are equity holders of the Company, including Mudrick Capital; Paulson; and GoldenTree, who each held 16.9%, 16.4% and 16.1% of the debt, respectively.

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On December 31, 2018, we entered into the Term Loan Agreement pursuant to which the lenders party thereto agreed to provide the Senior Term Loan. The Senior Term Loan was initiated by Thryv, Inc., the Company’s operating subsidiary and is secured substantially by all of the assets of Thryv, Inc. and is guaranteed by the Company in an initial aggregate principal amount not to exceed $825.0 million. The Senior Term Loan was funded in two installments. The first installment of $400.0 million was executed on December 31, 2018 and the second installment of $425.0 million on January 31, 2019, resulting in debt extinguishment losses of $18.4 million and $6.4 million for the years ended December 31, 2018 and December 31, 2019, respectively.

On December 15, 2016, the Company entered into a trade receivables asset-backed line of credit agreement (the “Original ABL Facility”), which was amended on April 21, 2017 and was utilized to finance ongoing general corporate and working capital needs. On June 30, 2017, we entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) which increased the Maximum Revolver Amount (“MRA”) to (i) $350.0 million from June 30, 2017 through December 31, 2017, (ii) $325.0 million from January 1, 2018 through June 30, 2018, (iii) $300.0 million July 1, 2018 through December 31, 2018, (iv) $275.0 million from January 1, 2019 through June 30, 2019, (v) $250.0 million from July 1, 2019 through December 31, 2019, (vi) $225.0 million from January 1, 2020 through June 30, 2020 and (vii) $200.0 million after July 1, 2020.

On January 31, 2019, we entered into a subsequent amendment to the Amended and Restated Credit Agreement to amend the maturity date to September 30, 2023, and to increase the MRA to (i) $225.0 million from January 31, 2019 through December 31, 2019, (ii) $200.0 million from January 1, 2020 through June 30, 2020, (iii) $175.0 million from July 1, 2020 through December 31, 2020, (iv) $150.0 million from January 31, 2021 through June 30, 2021, (v) $125.0 million from July 1, 2021 through December 31, 2021 and (vi) $100.0 million after January 1, 2022. The existing unamortized debt issuance costs and the $0.7 million of fees and third-party costs associated with the amendment of the Amended and Restated Credit Agreement that were incurred in the year ended December 31, 2019 were deferred and will be amortized over the term of the Amended and Restated Credit Agreement.

We maintain debt levels that we consider appropriate after evaluating a number of factors, including cash requirements for ongoing operations, investment and financing plans (including acquisitions and share repurchase activities), and overall cost of capital. We are in compliance with all covenants under the Senior Term Loan and ABL Facility as of March 31, 2020. We had total recorded debt outstanding of $697.5 million at March 31, 2020, which was comprised of amounts outstanding under our Senior Term Loan of $575.4 million and ABL Facility of $122.1 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are material to our results of operations, financial condition, or liquidity.

Critical Accounting Policies

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenues, results of operations and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are made based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, including the impacts of the COVID-19 pandemic, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

We believe that the assumptions and estimates associated with revenue recognition, business combinations, goodwill and intangible assets, capitalized software and development, pensions, income taxes, and stock-based compensation expense have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. See Note 1, Description of Business and

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Summary of Significant Accounting Policies, to our audited annual consolidated financial statements and our unaudited interim condensed consolidated financial statements, included elsewhere in this prospectus for further information on these and our other significant accounting policies and estimates as well as our disclosures on recent accounting pronouncements. Our most critical accounting policies are summarized below.

Revenue Recognition

Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”), utilizing the modified retrospective method of adoption. The modified retrospective transition method does not recast historical financial statement periods; therefore, prior period revenue amounts are not adjusted and continue to be reported in accordance with our historical accounting under ASC 605. Accordingly, the consolidated financial statements for the year ended December 31, 2018 are presented under ASC 606 with a cumulative adjustment to opening accumulated deficit as of January 1, 2018. We recognize revenue from contracts in accordance with the five-step model described in Note 1, Description of Business and Summary of Significant Accounting Policies, to our audited annual consolidated financial statements, included elsewhere in this prospectus.

We derive revenue from our two business segments Marketing Services and SaaS. The Company has determined that each of its services is distinct and represents a separate performance obligation because the SMB can benefit from each service on its own or together with other resources that are readily available to the SMB, and services are separately identifiable from other promises in the contract. Revenue for all services is recognized when control transfers to the SMB. For print solutions, control transfers upon delivery of the published directories. Prior to the Company’s adoption of ASC 606, revenue derived from print directory advertising was recognized ratably over the life of each directory, with revenue recognition commencing in the month of publication. Control over SaaS and digital services within Marketing Services transfers to the SMB evenly over the service period. This is consistent with the Company’s revenue recognition policy for SaaS and digital services within Marketing Services prior to adoption of ASC 606.

The transaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and may involve the use of estimates. These judgments involve consideration of historical and expected experience with the customer and other similar customers. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised service separately to a client. Judgment is required to determine the standalone selling price for each distinct performance obligation. Often, the Company does not have sufficient standalone sales information, as contracts with customers generally include multiple performance obligations. When standalone sales information is not available, the Company estimates the standalone selling price using information that may include market conditions, entity-specific factors such as pricing and discounting strategies, and other inputs.

The Company has determined that sales commissions are incremental and recoverable costs of obtaining a contract. However, commissions related to renewal contracts are not commensurate with costs incurred to obtain an initial contract. Therefore, the portion of commissions incurred to obtain a new contract in excess of a renewal commission is capitalized and recognized over the period of benefit, which is determined to be two years based on expected contract renewals, the Company’s technology development life-cycle, and other factors. Prior to the Company's adoption of ASC 606, sales commissions incurred were deferred and expensed over the relevant fulfillment cycle. Renewal commissions are expensed as incurred under practical expedient available under ASC 606.

Direct costs associated with fulfilling a print directory contract with a SMB include costs related to printing and distribution. Directly attributable costs incurred to fulfill print solutions are capitalized as incurred and then expensed at the time of delivery, in line with the recognition of revenue. Prior to the Company's adoption of ASC 606, costs directly attributable to producing print directories were amortized over the average life, in months, of the directories, under the deferral and amortization method of accounting. Costs to fulfill SaaS and digital contracts with SMBs are expensed as incurred, which is consistent with the accounting policy prior to the Company's adoption of ASC 606.

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Business Combinations, Goodwill and Intangible Assets

Business Combinations

We have completed several acquisitions of other businesses in the past, with the most significant one being the YP Acquisition on June 30, 2017, and we may acquire additional businesses in the future. In an acquisition, we first review if substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If such concentration exists, the transaction is considered an asset acquisition rather than a business combination.

The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. We allocate the purchase price, which is the sum of the consideration paid and may consist of cash, equity, or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and assumed liabilities requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, and discount rates.

We use all available information to estimate fair values. We typically engage outside appraisal firms to assist in determining the fair value of tangible and identifiable intangible assets such as client relationships, trademarks, and any other significant assets or liabilities. During the measurement period, of up to one year after the acquisition date, we may adjust the values attributed to the assets acquired and assumed liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date.

Our purchase price allocation methodology contains uncertainties because it requires assumptions and management’s judgment to estimate the fair value of assets acquired and assumed liabilities at the acquisition date. Key judgments used to estimate the fair value of intangible assets include projected revenue growth and operating margins, discount rates, client attrition rates, as well as the estimated economic life of intangible assets. Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets, and widely accepted valuation techniques, including discounted cash flows. Our estimates are inherently uncertain and subject to refinement. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates, including assumptions regarding industry economic factors and business strategies.

Goodwill Impairment

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is tested annually for impairment as of October 1st and at any time upon the occurrence of certain triggering events or changes in circumstances. The Company performs its goodwill impairment test at the reporting unit level. In assessing goodwill for impairment, an entity has the option to assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Performing a qualitative impairment assessment requires an examination of relevant events and circumstances that could have a negative impact on the carrying value of our Company, such as macroeconomic conditions, industry and market conditions, earnings and cash flows, overall financial performance, and other relevant entity-specific events. The estimates of the fair value of the Company’s reporting units are primarily determined using an income approach based on discounted cash flows. The discounted cash flow methodology requires significant judgment, including estimation of future cash flows, which is dependent on internal forecasts, current and anticipated economic conditions and trends, the estimation of the long-term growth rate of the Company’s business, and the determination of the Company’s weighted average cost of capital. Changes in the estimates and assumptions incorporated in our impairment assessment could materially affect the determination of fair value and the associated impairment charge.

As of March 31, 2020, goodwill was $609.5 million, of which $283.5 million was generated from the YP Acquisition on June 30, 2017. For additional information related to goodwill, see Note 5, Goodwill and Intangible Assets, and for additional information on the YP acquisition, see Note 3, Acquisitions, to our audited annual consolidated financial statements, included elsewhere in this prospectus.

No impairment charge was recorded in the Company’s consolidated statements of operations during the years ended December 31, 2019, 2018 and 2017 nor for the three months ended March 31, 2020 and 2019.

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Intangible Assets

All of the Company’s intangible assets are classified as definite-lived intangible assets. The Company’s intangible assets are amortized over their useful lives using the income forecast method and reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. The recoverability analysis includes estimates of future cash flows directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the definite-lived intangible asset. The Company’s estimates of future cash flows attributable to long-lived assets require significant judgment based on its historical and anticipated results and are subject to assumptions.

An impairment loss is measured as the amount by which the carrying amount of the definite-lived intangible asset exceeds its fair value.

For additional information related to goodwill and intangible assets, see Note 5, Goodwill and Intangible Assets, to our audited annual consolidated financial statements, included elsewhere in this prospectus for more information.

Capitalized Software and Development

Costs associated with internal use software are capitalized during the application development stage, if they have a useful life in excess of one year. Subsequent additions, modifications, or upgrades to internal use software are capitalized only to the extent they allow the software to perform a task it previously did not perform. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of an asset may not be recoverable. A key estimate included within the capitalized software balance includes the determination of the useful life.

Pensions

The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

Although the plans are frozen, the Company continues to incur interest cost as well as gains/(losses) associated with changes in fair value of plan assets, all of which are referred to as net periodic pension cost. In determining the net pension obligations at each reporting period, management makes certain actuarial assumptions, including the discount rate and expected return on plan assets. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected pension obligations, funding requirement, and net periodic pension cost. The Company immediately recognizes actuarial gains and losses in its operating results in the year in which the gains and losses occur.

Income Taxes

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weight of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character, for example, ordinary income or capital gain within the carryback or carryforward periods available under the applicable tax law. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed.

The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. The amount of income taxes we pay is subject to ongoing audits by federal and state tax authorities, which often result in proposed assessments. Significant judgment is required in determining income tax provisions and evaluating tax positions. We establish reserves for open tax years for UTPs that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. Tax benefits recognized in the financial statements from UTPs are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

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Stock-based Compensation

The Company established a stock-based compensation plan which allows for incentive awards to be granted to designated eligible employees, non-management directors, consultants, and independent contractors providing services to the Company. The Stock Incentive Plan permits grants of cash-settled stock options. Because of our intent to net cash settle upon exercise, these awards are liability classified. Accordingly, the fair value of these awards is initially measured at the grant date and is remeasured each subsequent reporting date, until the award is settled or forfeited, with remeasurement (gains)/losses recognized in Cost of services, Sales and Marketing and General and administrative expenses, in accordance with the awards’ vesting schedule.

Determining the fair value of liability classified stock-based compensation awards requires the use of judgment. We use the Black-Scholes option-pricing model to determine the fair value of our stock options. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including the fair value of common stock and its volatility, the expected life of the option, and the risk-free interest rate for a period that approximates the expected life of the option. The Company historically has been a private company and lacks company-specific historical and implied volatility information for its common stock. Therefore, it estimates its expected volatility based on the debt leveraged historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Following the closing of our direct listing, the fair value per share of our common stock for purposes of determining stock-based compensation will be the last available closing price of our common stock as reported on or before the applicable grant date.

The assumptions used to determine the fair value of the stock-based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. If any of the assumptions used in the Black- Scholes option pricing model change significantly, stock-based compensation expense for future awards may differ compared with the awards granted previously.

Common Stock Fair Value

The absence of an active market for our common stock requires us to determine the fair value of our common stock. We obtain contemporaneous third-party valuations to assist us in determining fair value. These contemporaneous third-party valuations use methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

We determine the fair value utilizing the income approach, which estimates value based on market participant expectations of future cash flows we will generate. These future cash flows are discounted to their present value using a discount rate based on our weighted average cost of capital, which reflects the risk of achieving the projected cash flows. Significant inputs of the income approach also include our long-term financial projections along with our long-term growth rate, which is used to calculate our residual value before discounting to present value. The fair value of our common stock was discounted based on the lack of marketability.

Other factors taken into consideration in assessing the fair value of our common stock include but are not limited to: industry information such as market growth and volume and macro-economic events and additional objective and subjective factors relating to its business.

If an active market for our common stock develops, there is no guarantee the trading price of our common stock will correspond to our fair value determination.

Qualitative and Quantitative Disclosure about Market Risk

Interest Rate Risk

As of March 31, 2020, we had total recorded debt outstanding of $697.5 million, which was comprised of amounts outstanding under our Senior Term Loan of $575.4 million and ABL Facility of $122.1 million. Substantially all this debt bears interest at floating rates. Changes in interest rates affect the interest expense we pay on our floating rate debt. A hypothetical 100 basis point increase in interest rates would increase our interest expense by approximately $7.0 million annually, based on the debt outstanding at March 31, 2020.

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Inflation Risk

We currently operate solely in the United States of America. We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.

Recent Accounting Pronouncements

See Note 1, Description of Business and Summary of Significant Accounting Policies, to our audited annual consolidated financial statements and our unaudited interim condensed consolidated financial statements, included elsewhere in this prospectus, for a discussion of recent accounting pronouncements.

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BUSINESS

Our Mission

Thryv Holdings, Inc. is dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them.

Business Overview

Our Company is built upon a rich legacy in the marketing and advertising industry. We are one of the largest companies in the United States that provides SMBs with print and digital marketing solutions and SaaS end-to-end customer experience tools. Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day operations.

As of March 31, 2020, we serve over 380,000 SMB clients through two business segments: Marketing Services and SaaS.

Marketing Services

Our Marketing Services segment provides both print and digital solutions and generated $286.8 million, or 90.0%, and $1,292.2 million, or 90.9% of consolidated total revenues for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively. We believe our Marketing Services segment delivers high-quality, cost-effective business leads to our SMB clients, and our decades of experience in local U.S. markets gives us a competitive advantage. As of March 31, 2020, our approximately 370,000 Marketing Services clients had a monthly ARPU of approximately $227 for the three months ended March 31, 2020. As of December 31, 2019, our approximately 387,000 Marketing Services clients had a monthly ARPU of approximately $235 for the year ended December 31, 2019. Our primary Marketing Services offerings include:

• Print Yellow Pages. Print marketing solutions through our owned and operated PYPs, which carry “The Real Yellow Pages” tagline;

• Internet Yellow Pages. Digital marketing solutions through our proprietary IYPs, including Yellowpages.com, Superpages.com and Dexknows.com;

• Search Engine Marketing. SEM solutions that deliver business leads from Google, Yahoo!, Bing, Yelp and other major engines and directories; and

• Other Digital Media Solutions. Other digital media solutions, which include stand-alone websites, online display and social advertising, online presence and video and SEO tools.

The table below presents revenues for our Marketing Services solutions:

	Three Months Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands) (unaudited)		(in thousands)
Marketing Services
PYP	$137,379	$196,389	$604,417	$798,838	$542,745
IYP	75,023	88,219	340,257	379,687	259,526
SEM	49,696	60,745	232,084	328,814	288,161
Other	24,657	29,955	115,459	152,447	152,582
Total Marketing Services	$286,755	$375,308	$1,292,217	$1,659,786	$1,243,014

SaaS

Our SaaS segment is comprised of our Thryv platform, our SMB end-to-end customer experience platform, Thryv Leads, our integrated lead management solution, and add-ons that help our clients manage their day-to-day operations. Our SaaS segment generated $31.8 million, or 10.0%, and $129.2 million, or 9.1% of consolidated total revenues for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively. We

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launched our Thryv platform in 2015, and as of March 31, 2020, we had approximately 45,000 total SaaS clients with a monthly ARPU of approximately $238 for the three months ended March 31, 2020. As of December 31, 2019, we had approximately 47,000 total SaaS clients with a monthly ARPU of approximately $219 for the year ended December 31, 2019. Our primary SaaS offerings include:

• Thryv®, our Thryv platform, is our flagship SMB end-to-end customer experience platform. It helps small businesses “get the job, manage the job, and get credit” for their jobs. It includes capabilities such as CRM, omni-channel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management and centralized customer communication.

• Thryv Leads®and add-ons. Thryv Leads is our integrated lead management solution, and we offer a range of add-ons that can be purchased in conjunction with our Thryv platform including, but not limited to, a multi-location management dashboard, website development and SEO tools.

The table below presents revenues for our SaaS offerings:

	Three Months Ended March 31,		Years Ended December 31,
	2020	2019	2019	2018	2017
	(in thousands) (unaudited)		(in thousands)
SaaS
Thryv platform	$23,230	$25,885	$96,887	$111,875	$72,755
Thryv Leads and add-ons	8,585	6,891	32,270	12,740	2,397
Total SaaS	$ 31,815	$ 32,776	$ 129,157	$ 124,615	$ 75,152

Integration of Marketing Services and SaaS

Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. We have worked for decades in our local communities, providing marketing solutions to SMBs. We found that SMBs need technology solutions to communicate with the large portion of consumers who now do business via their smartphones. We launched our SaaS business in 2015 to provide SMBs with the resources to compete for today’s mobile consumers. In 2020, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and contact-less customer interactions. This trend has accelerated from March 2020 onwards.

In 2019, we delivered more than 67 million PYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions. In 2019, our PYP, IYP, SaaS and other lead generation solutions delivered more than 76 million consumer business leads to SMBs nationwide. In addition, in 2019, we generated approximately 4.4 billion U.S. consumer references to, or views of, our PYP and IYP sites and IYP partner sites.

We reach our clients utilizing a multi-channel sales approach that allows us to meet market demand through an extensive inside and outside sales force, channel partners and targeted digital campaigns. Our nationwide sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from competitors.

While we believe we derive a competitive advantage from our industry experience, sizable salesforce, and Thryv platform, existing and potential SMBs have choices when selecting SaaS solutions. Numerous niche cloud-based tools are available for SMBs to self-provision online, and other providers market competing end-to-end solutions. Because the cost of entry into the SaaS space is relatively low, new entrants continue to emerge. Although we believe many of these solutions lack a comprehensive set of features and offer less onboarding and customer support, SMBs may opt for less expensive solutions or for a package of solutions provided by less experienced entrants at a lower cost. See “Risk Factors — We face significant competition for our Marketing Services solutions and SaaS offerings, which may harm our ability to add new clients, retain existing clients and grow our business. Competitors include companies who use components of our SaaS offerings provided by third parties.”

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Industry Background

The business environment in which our SMB clients operate has undergone a dramatic transformation due to technology improvements that put the consumer more than ever in charge of how, when, and where they do business. We believe the current business environment has resulted in significant challenges for our SMB client base:

• Rising Expectations of the Digital Consumer. Consumers have grown accustomed to sophisticated web platforms and mobile applications that deliver modern solutions. Large enterprises have optimized experiences such as one-click e-commerce, instant ride-sharing, and food delivery applications. Many SMBs are challenged to create these “frictionless” customer experiences by themselves.

• Increasingly Fragmented Consumer Marketplace. As a growing majority of consumers turn to digital platforms and applications for information, SMBs face challenges in finding ways to connect with their customers. Meanwhile, a subset of consumers still prefers traditional forms of media, such as print. We believe it is increasingly difficult for SMBs to target both of these consumer segments with a coherent strategy.

• Businesses Are Challenged to Determine Which Advertising Is Effective. The old John Wanamaker adage, “Half the money I spend on advertising is wasted; the trouble is, I don’t know which half,” is still true. We believe the print and digital advertising choices for SMBs have become overwhelming and that many SMBs benefit from assistance in identifying the most advantageous advertising medium.

Market Opportunity

In 2019, the SMB market in the United States included an estimated 30 million SMBs and an additional 770,000 fast-growing franchise establishments.

Marketing Services

In 2020, local advertising revenue in the U.S. market is forecast to be $144.3 billion annually, including all forms of advertising. Directory advertising and local digital advertising spending in the United States in 2020 are forecast to be $1.6 billion and $66.9 billion, respectively.

SaaS

In the U.S. market, our SaaS solutions are best suited to our total addressable market of SMBs with two to 50 employees, many of whom have outgrown manual processes. We estimate SMBs with two to 50 employees represent nearly 8 million of the 30 million U.S. SMBs. The SMB market is an attractive target for sales of cloud-based tools because market penetration is still low, with 64% of SMBs still not subscribed to cloud software or services, and the increased need for SMBs to integrate technology solutions that facilitate a remote working environment and contact-less customer interactions.

Our Solutions

Comprehensive Marketing Services Offering

We have a full portfolio of marketing solutions for SMBs, including PYP, IYP, SEM, SEO, websites, and video advertising. This enables SMBs to craft a comprehensive marketing strategy with us as the one-stop provider. For example, PYP provides value to SMBs seeking to reach consumers who prefer traditional forms of print media, IYP helps efficiently position a client’s business on well-trafficked online directories, and SEM allows SMBs to generate customer traffic directly with ads on Google and other search engines.

Leading Presence in Print Advertising

As the largest publisher of print directories in the United States, we provide clients with insights into how traditional media can reach and advertise to a large segment of the consumer population. In the United States, PYP users tend to be over 55, more affluent and more likely to own a single–family home, resulting in higher sales conversion rates for our SMB clients.

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Enables SMBs to Deliver Customer Experiences That We View as Best-in-Class within One Platform

Our Thryv platform delivers many features relevant to SMB needs, including CRM, omni-channel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management and centralized customer communication.

Dynamic Tracking and Access to Unparalleled SMB Data

The effectiveness of each of our solutions can be measured with tracking software that enables SMBs to easily analyze the performance of their ad campaigns. We examine operational measures from various sources that help us understand how a client’s marketing services program is working and use these to monitor their effectiveness and performance. As a result, we give SMBs actionable insights to attract and retain new customers.

Optimizes Advertising Budgets and Business Leads Generation

Our Thryv Leads solution recommends an appropriate dollar budget for each SMB based on its business vertical and market geography. Thryv Leads chooses the optimal mix of advertising solutions for each SMB by using machine learning capabilities to generate a tailored solution for each of our clients. Thryv Leads then automatically injects resulting business leads into the SMB’s CRM system, while also enriching the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers.

Our Strengths

Deep Expertise in the SMB Marketspace

Our deep understanding of SMBs is founded on our decades of experience in the SMB marketspace. Many of our operations personnel, customer service team, marketing team, sales people and executives have been working with SMBs for decades. They have strong client relationships and a deep understanding of how our clients use our solutions, which has allowed us to continue serving our clients effectively through virtual interactions during the COVID-19 pandemic.

Strong Integrated SaaS Solution

Our product team works in partnership with, third-party developers that we view as best-in-class in the SMB space to deliver a platform that we believe exceeds the expectations of SMB clients. The result is a platform architecture that gives us a highly competitive SaaS solution with significant flexibility and scalability. Furthermore, we believe that we are the only SaaS player of scale focused on SMBs that offers a business leads-based solution integrated into a cloud-based platform.

Multi-Channel Go-to-Market Approach Including an Extensive Sales Force

Our go-to-market approach includes a nationwide sales force, a telephone-based sales force, agency resellers, other channel partners and marketing campaigns that drive significant inbound sales orders for our solutions. We believe, in particular, that our on-the-ground presence of approximately 1,285 and 1,355 salespeople, as of March 31, 2020 and December 31, 2019, respectively, in local communities and telephone centers across the United States differentiates us from our competitors. Many SMBs have decades-long relationships with their sales representative, who can effectively communicate the benefits of our solutions in person, virtually or by telephone. Our long-standing relationships have allowed us to continue to effectively serve our clients via virtual interactions during the COVID-19 pandemic as in-person interactions have been limited.

Favorable Cost Structure

We believe we have a highly variable cost structure. In our Marketing Services segment, the relatively predictable demand of our PYP business and our cost management strategy have historically resulted in strong profits for the segment. On the cost side, we rely on third-party printers and cost–effective long-term paper, printing and directory distribution contracts. In our digital marketing solutions, we utilize a variety of platforms, including low-cost search providers, which only charge us on a per-click basis. In our SaaS segment, we have purposefully built the business to minimize fixed costs through our flexible contract terms with our third-party service providers, which resulted in favorable profitability for the segment during the three months ended March 31, 2020 and the year ended December 31, 2019.

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Strong Cash Flow and Operating Performance

We have historically generated significant cash flow as a result of our strong operating performance, variable cost structure, limited capital expenditures and relatively low working capital needs. We reported net income of $28.1 million and $34.5 million for the three months ended March 31, 2020 and 2019, respectively. We reported net income of $35.5 million, $52.3 million and net loss of $171.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. We had Adjusted EBITDA of $104.4 million and $150.0 million for the three months ended March 31, 2020 and 2019, respectively. We had Adjusted EBITDA of $480.5 million, $546.7 million and $253.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. We generated $45.6 million and $64.8 million of operating cash flow, and $36.5 million and $62.8 million of Free Cash Flow, during the three months ended March 31, 2020 and 2019, respectively. We generated $270.6 million, $347.1 million and $240.8 million of operating cash flow and $244.5 million, $319.6 million and $220.8 million of Free Cash Flow for the years ended December 31, 2019, 2018 and 2017, respectively.

Experienced Management Team

Our management team has decades of experience helping SMBs. Our CEO, Mr. Joe Walsh, launched his first yellow pages company, Independent Yellow Pages Publishing, as an entrepreneur, in the early 1980s. In 1993, he became CEO of Yellowbook, Inc., which grew from a regional business in the Northeast to a successful national company, and which was later acquired by a multinational media company, British Telecom. Our management team has transformed the Company by generating profitability and cash flow, while investing in our SaaS solutions and creating a vibrant, technology-driven culture. On average, our management team has 30 years of experience in the SMB marketing industry and possesses expertise in a broad range of relevant disciplines.

Our Strategy

Continuous Innovation Drives Retention and Growth

In our Marketing Services business, we continue to improve the value of our solutions and leverage our extensive sales force to drive retention of clients. For example, in our PYP business, we have simplified ad pricing, added colorful new local covers and modified book formatting to make the books more useful and readable. Additionally, we increasingly renew digital (non-print) accounts through an automated process. In our SEM business, we have improved our bidding process, launched new features and boosted traffic from distribution partner sites. In our SaaS business, we continue to improve our Thryv platform by analyzing user behavior and client requests in order to expand the feature set and interoperability with other popular cloud-based tools. We continue to improve Thryv Leads which uses machine learning capability to optimize the placement of the SMBs’ ads and help SMBs reduce their costs.

Transition into SaaS

Our current executive team came onboard in 2014 with a plan to expand beyond the legacy Marketing Services segment into the SaaS segment. Our plan has been, and continues to be, to develop and grow our SaaS segment to better serve SMBs, while continuing to maintain profitability within our Marketing Services segment. We have selectively utilized a portion of the cash generated from our profitable Marketing Services segment to support initiatives in our evolving SaaS segment, which has represented an increasing percent of total revenue since launch. The SaaS segment became profitable during 2019.

Leverage Our Nationwide Scale and Extensive Sales Force

We have one of the largest SMB-focused sales forces in the country within the marketing solutions and SaaS space, which we utilize to attract and manage our clients. We leverage our sales force to introduce our SaaS solutions to new prospects and existing Marketing Services clients in local and virtual meetings. As of March 31, 2020, our efforts led to 66% of our new SaaS clients originating from our Marketing Services segment. SMB demand for SaaS solutions continues to grow as SMBs increase their remote working capabilities and contact-less customer interactions due to the COVID-19 pandemic.

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Actively Manage Shift in Marketing Services Revenue Mix to Maintain Profitability

We continue to manage our Marketing Services offerings, some of which are in structural decline, notably print, in order to maximize profitability and extend the life of these solutions. Our cost management strategy includes the utilization of third-party printers and cost-effective long-term paper, printing and directory distribution contracts.

Continued Cash Flow Generation and Selected Capital Allocation

We remain highly focused on methodically managing our assets, maintaining a highly variable cost structure and building our SaaS business in a way to continue to position us to generate significant cash flow. We believe that our cash flow generation and strategic capital allocation will enable us to continue to reduce debt and pursue acquisitions to create value for our stockholders. We will continue to employ a disciplined financial policy that maintains our financial strength and favorable cost structure.

Opportunistic Acquisitions to Drive Synergy

The Companyhas experience executing accretive acquisitions in the industry. We are well-positioned to continue this strategy to leverage our platform and scale in our industry. Historically, as a result of our acquisitions, we have realized significant cost synergies and obtained new clients that also bought our SaaS solutions. For example, in 2017, in a single transaction, the YP Acquisition, ultimately resulted in significant cost savings and more than 20,000 new SaaS customers.

International Growth

We are looking to expand into international markets, which we view as a large opportunity for growth. We intend to penetrate international markets either through acquisition, re-seller agreements or other commercial arrangements. Internationally, there are approximately 35 million SMBs in our target market.

Marketing Services Segment

Our Marketing Services segment delivers high-quality, cost-effective business leads to our SMB clients. Our approximately 370,000 Marketing Services clients, as of March 31, 2020, and approximately 387,000 Marketing Services clients, as of December 31, 2019, had an average monthly spend of approximately $227 in the three months ended March 31, 2020, and approximately $235 for the year ended December 31, 2019. This segment generated $286.8 million in the three months ending March 31, 2020 and $1,292.2 million of revenue for the year ended December 31, 2019. The following chart represents our main Marketing Services solutions:

 

Print Yellow Pages (PYP)

In fiscal year 2019, we published approximately 2,060 PYP titles. We generate revenue by charging for advertisements placed within these titles.

We believe print directories are an under–appreciated and cost–effective solution for many SMBs. Consumer usage of print, while declining, is still strong among consumers that tend to be over 55, more affluent and more likely to own a single–family home. PYP enables SMBs to reach this core demographic that tends to have higher purchase intent when encountering one of our SMBs’ advertisements.

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We have highly predictable revenue from this service offering given that PYP advertising campaigns are typically structured as 14 to 15 month contracts. While PYP has experienced a structural decline similar to other print media, print costs are highly variable, enabling the Company to right-size costs in advance of anticipated declines in PYP sales.

Internet Yellow Pages (IYP)

We operate three proprietary IYP sites: Yellowpages.com, Superpages.com and Dexknows.com. In 2019, traffic to these sites has averaged approximately 35 million visits per month across the three properties. We generate IYP revenue by charging SMBs for advertisements and priority placement.

Our IYPs are very efficient in delivering business leads. IYPs deliver leads at an attractive cost because consumers who search on IYPs are deep in the “purchase funnel” and are ready to buy.

We also offer Extended Search Solutions (“ESS”) enabling SMBs to buy advertising on our network of owned and third-party directory websites, including Yelp and other popular sites. Our network delivers more than 359 million impressions per month. Our ESS network provides SMB clients expanded access to high-converting traffic at a low cost. We believe we are the only provider to offer this broad network of online directory sites with a single purchase.

 

Search Engine Marketing (SEM)

Search engines deliver paid and organic (free) listing results.

Two factors drive paid rankings:

• the advertiser’s bid price, and

• click-through rate (the rate at which users click through to the ad).

This results in a quality score which determines the ranking of the ad in the paid results.

Organic results are ranked based on an algorithm which determines the relevancy of that listing to the user’s query.

SMBs often purchase advertisements in the paid listings section of search engines and online directories to drive business leads. We sell SEM placements on multiple search sites, including Google, Yahoo! and Bing and online directories including Yelp, CityGrid and Whitepages, among others.

Our SEM offerings leverage a mix of in-house and off-the-shelf technology to design ads, generate bids and deliver reporting to advertisers. We track cost per click and cost per call metrics for our SMB clients, which gives them insights into the effectiveness of their ad campaigns.

Other Digital Media Solutions

We also build websites and provide online display and social advertising, video, and SEO tools. The following services were previously sold on a stand-alone basis, and clients who had purchased these services are allowed to renew them. However, for new clients, these services are now only available as part of, or as an add-on purchase to, our Thryv platform.

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• Websites: Our websites leverage a third-party platform that we view as best-in-class and captivate our client’s audience through photos and personalized content. Our offering allows our clients to make an impactful online first impression by telling their company’s story through professionally designed and interactive pages.

• Online Display and Social Advertising: We enable our clients to promote their company’s image through online advertising that drives leads and brand recognition.

• Online Presence and Video: We help our client’s business look vibrant and engaging. We record videos on-site using a partner that we view as best-in-class, allowing clients to appeal to different audiences on different platforms.

• SEO: Works to improve rankings within search engines like Google, Yahoo! and Bing. We make our client’s website more visible and prominent.

SaaS Business Segment

Our SaaS segment is comprised of Thryv®, our SMB end-to-end customer experience platform, Thryv Leads, our integrated lead management solution and add-ons that help our clients manage their day-to-day operations. Our SaaS segment generated revenue of $31.8 million in the three months ended March 31, 2020 and $129.2 million in the year ended December 31, 2019.

Strength of the All-In-One Platform

Our Thryv platform is an easy-to-use SMB end-to-end customer experience tool that enables SMBs to deliver the same type of interaction consumers have come to expect from larger enterprises with whom they do business.

Our Thryv platform’s feature set mirrors the journey of a typical consumer, who begins on a search engine, reads business reviews, finds a company’s website and/or social media profiles, and clicks to set up an appointment or request information. After booking an appointment, the consumer typically expects an estimate and eventually an invoice, with the ability to pay online. This experience is then followed with prompts for reviews and referrals, along with periodic reminders and additional campaigns to generate repeat business.

Built on a customizable CRM database where businesses store customer information and then utilize a host of customer communication tools, our Thryv platform helps SMBs communicate with their customers and manage day-to-day operations. It automatically updates and maintains client listings on over 70 sites across the web so our SMBs’ online information is correct at all times.

Clients can also generate new business leads via Thryv Leads and have these business leads automatically injected into their accounts and enriched with additional data. These business leads populate the client’s CRM database enabling our clients to email, text, call or otherwise communicate with prospective customers via our Thryv platform. Additionally, clients can monitor multiple locations through Thryv add-ons.

Over half of the Thryv platform is built in-house or by third party developers for us that we view as best-in-class according to our specifications. While a minority of the applications in our platform are available commercially on a stand-alone basis, applications that are integrated into Thryv have capabilities or features unique to our platform. The applications made by our third-party developers are meant to work, reside and be dependent upon the entire Thryv platform. This integration is essential for connecting users to our billing engine, client experience platform, or the software platform itself to unlock additional functionality or value. PostCard Mania and Factor 4 Loyalty are examples of applications that are being developed by developers from those third-parties in our app marketplace and are unique and available only to users of the Thryv platform. Applications developed by our third-party developers specifically for our platform are not available outside of our platform on a stand-alone basis.

Recurring Revenue Model

Our Thryv platform is sold on a monthly auto-subscription basis, which generates a recurring revenue stream. Substantially all of our clients subscribe to contracts with a minimum six-month upfront commitment, after which clients continue on a month-to-month basis. Clients can upgrade their service into a more feature-rich solution at any time as their business grows.

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We offer a variety of tiers, which we believe enables SMBs to choose the optimal features for their business. We believe the platform represents an attractive value for our SMB clients as compared to competitor products, such as single solutions or complex enterprise software systems that are suited to larger companies. The following chart represents our main SaaS solutions and add-ons available to our clients to expand their online presence:

 

In the fourth quarter of fiscal year 2019, we launched an online marketplace within our Thryv platform. Featuring easy-to-use connectivity with other popular SMB cloud-based tools, such as Quickbooks, MailChimp, Constant Contact and other software, the marketplace enables our clients to further integrate our Thryv platform with their favorite tools. We believe this will accelerate our Thryv platform’s growth.

Thryv Leads

Thryv Leads was launched in 2018 as an enhancement to our Thryv platform to give SMBs an easier way to acquire new customers and to make it simpler to determine when, where and how much to spend on advertising. Thryv Leads clients sign contracts with a commitment of six months currently and go month-to-month thereafter. The average monthly spend by a Thryv Leads client for Thryv Leads is $600 per month.

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We continue to improve Thryv Leads, which uses machine learning capability to optimize the placement of the SMBs’ ads and help SMBs reduce their costs. Thryv Leads automatically injects resulting business leads into the SMB’s CRM system, while also enriching the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers. We believe via Thryv Leads and its integration with our Thryv platform, we are the only SaaS player that offers a business leads-based solution integrated into an end-to-end customer experience. The data that we have gathered from our hundreds of thousands of marketing campaigns informs the predictive capabilities of the platform, making it more valuable to each of our SMB clients. This enables SMBs to craft a comprehensive marketing strategy with us as the one-stop provider. Through Thryv Leads, SMBs:

• Acquire New Customers. Thryv Leads allows SMBs to acquire new customers by simply indicating how many new customers per month they want to reach. SMBs decide on the number of business leads per month that they need, and Thryv Leads recommends a budget based on the costs in the client’s category and geographical area. Thryv Leads then delineates the SMB’s spending across advertising solutions such as print, digital and social media allowing SMBs to avoid the confusion of determining a proper ad budget.

• Simplify Lead Tracking. Thryv Leads tracks and attributes each business lead that the SMB receives.

• Analyze Advertising Results. Thryv Leads provides the SMB with proof that the SMB’s advertising is effective and enables SMBs to leverage consumer respondent information by injecting data into the SMB’s Thryv platform, creating a usable database for SMBs.

• Automatically Answer Calls. Thryv Leads provides call answering services to assist SMBs in maintaining communication with new and existing customers.

Our Channels/Go-to-Market Approach

We acquire and retain clients through a variety of sales channels, including:

• our nationwide, inside and outside sales forces;

• inbound telephone, driven by direct mail, online advertising and other lead generation activities;

• outbound mail channel;

• resellers and agencies;

• affiliates; and

• corporate partnerships.

Our national sales channel provides our Marketing Services and SaaS offerings to franchisees and local offices affiliated with nationwide players. Selling Power magazine has named us to the list of “50 Best Companies to Sell For” in each of the past three years, including #27 in 2019. Our extensive, inside and outside sales forces handle existing and prospective clients. We have had success in identifying and targeting prospects who fit our ideal client profile. We then conduct live online software demonstrations to convert prospects into clients.

Our Competition

Our industry is highly fragmented, intensely competitive and constantly evolving. With the introduction of new technologies and market entrants, we expect the competitive environment to remain intense going forward. We believe the principal competitive factors in our segments are the following:

• customized, integrated and tailored solution strategies;

• flexible technology that is compatible with third-party applications and data sources;

• quality;

• pricing;

• ease of use;

• brand recognition and word-of-mouth referrals;

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• availability of onboarding programs and customer support; and

• nationwide and extensive, inside and outside sales forces.

We believe we compete favorably with respect to all these factors and that we are well-positioned as a leading provider of marketing solutions and cloud-based end-to-end customer experience tools to SMBs across the United States.

We face competition from other companies that provide marketing solutions and cloud-based SaaS tools to SMBs.

Marketing Services Competitors

In our Marketing Services business, we compete with numerous national companies that sell marketing campaigns on major national search engines and social media sites, and build and host websites.

SaaS Competitors

In our SaaS business, we believe we compete with three general categories of competitors.

• Point Solution Providers. We compete with single-point solution providers across many features. Many of these products are low-cost and some have been in the market longer than Thryv.

• Vertical Solutions. Vertical solutions exist in many categories including Home Services, Health & Wellness, Animal Services, Professional Services and Educational Services. Competitors have studied these categories and customized their product for that category. These companies offer a tailored solution with targeted appeal. Some also have consumer-facing apps that create demand for the SMB.

• All-In-One Competitors. Our most direct competitors are other all-in-one solutions. Several are priced above our price point or target larger companies with more employees.

Our Operations & Facilities

We have five facilities, including our headquarters in Dallas, Texas. We operate in a campus setting in a space located adjacent to the Dallas/Fort Worth International Airport grounds under a long-term lease. We own a facility in Bristol, Tennessee, and our other properties are leased.

We believe that our facilities are adequate to meet our needs for the immediate future.

Our Employees

As of June 2020, we had approximately 2,450 total employees, the majority of whom work remotely pursuant to our “Remote First” employee work policy. Our outside sales force works from home-based virtual offices and are distributed throughout the 48 continental United States. We have unions representing approximately 46% of our nationwide sales force. We see no significant union impediment to executing our strategy.

Our Intellectual Property

The protection of our technology and intellectual property is an important component of our success. We rely on intellectual property laws, including trade secret, copyright, patent and trademark laws in the United States and abroad and use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property. We possess certain intellectual property relating to Thryv®, Thryv Leads® and our Marketing Services offerings, including but not limited to the following:

• trademark protection on brands, taglines and products;

• proprietary roadmap and product stack with proprietary code;

• machine learning algorithms and techniques;

• notice of allowance on a patent related to systems and methods underlying Thryv Leads, which processes include the coordination among our lead estimator tool, lead scoring systems, budget allocation systems and the SMB’s CRM system;

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• strategic alliances;

• branding via proprietary print and online assets; and

• copyright protections on work product.

We maintain a library of high-quality, proprietary communications, including:

• product features;

• customer FAQs;

• our ideal client profile;

• website images and content;

• vertical industry templates and taxonomy;

• how-to videos; and

• articles, blogs and guides on using and competing with digital marketing.

In addition to the foregoing, we have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements and assignment of inventions agreements with employees, independent contractors, consultants and companies with which we conduct business.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios. From time to time, third parties have asserted copyright, trademark and other intellectual property rights against us or our clients. Litigation and associated expenses may be necessary to enforce our proprietary rights.

Our Use of Technology

In Marketing Services, our print directories are published using a customized platform supported by our in-house engineering team. Our IYPs are managed by our in-house engineering team using proprietary software that we build and maintain. Other digital Marketing Services offerings are fulfilled in-house using third-party cloud-based software.

Our Thryv platform is built leveraging third-party vendors and is managed by our in-house development teams. SaaS order processing and tracking, client engagement, client communications and most other aspects of running the day-to-day SaaS business are done using subscription-based third-party tools. We ensure that we retain intellectual property for the critical elements of the Thryv platform.

Seasonality

We are not generally affected by seasonality.

Government Regulation

Foreign and domestic laws and regulations apply to many key aspects of our business. Failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, administrative enforcement actions, sanctions, civil and criminal liability and constraints on our ability to continue to operate. See “Risk Factors—Risks Related to Our Business and Industry—Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security. Any failure by us or our third-party service providers, as well as the failure of our platform or services, to comply with applicable laws and regulations could have a material adverse effect on our business, financial condition and results of operations,” “—Industry-specific regulation and other requirements and standards are evolving and unfavorable industry-specific laws, regulations, interpretive positions or standards could harm our business,” “—Clients may depend on our solutions to enable them to comply with applicable laws, or may not fully comprehend the applicable laws’ impact on them when using our solutions, which requires us and our third-party providers to constantly monitor applicable laws and to make applicable changes to our solutions. If our solutions have not

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been updated to enable the client to comply with applicable laws or we fail to update our solutions on a timely basis, it could have a material adverse effect on our business, financial condition and results of operations,” “— Laws and regulations directed at limiting or restricting the distribution of our print directories or shifting the costs and responsibilities of waste management related to our print directories could adversely affect our business.”

We are subject to many U.S. federal and state and other foreign laws and regulations including those related to privacy, data protection, content regulation, intellectual property, consumer protection, rights of publicity, health and safety, employment and labor and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm our business.

Litigation

From time to time we are involved in legal proceedings or subject to claims arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we do not believe we are a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. In addition, see Note 16, Contingent Liabilities-Litigation, to our audited annual consolidated financial statements and Note 12, Litigation Liabilities-Litigation, to our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus for more information.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages, as of December 31, 2019, and titles of the individuals who will serve as our executive officers and members of our Board at the time of the listing. Certain biographical information with respect to those executive officers and directors follows the table.

Name	Age	Position
Joseph A. Walsh	57	Chief Executive Officer, President and Director
Paul D. Rouse	61	Chief Financial Officer, Executive Vice President and Treasurer
Gordon Henry	59	Chief Strategy Officer and Executive Vice President
James McCusker	57	Chief Revenue Officer and Executive Vice President
John Wholey	55	Executive Vice President of Operations
Lesley Bolger	41	Chief Compliance Officer, Vice President of Corporate Counsel - Legal and Human Resources and Secretary
Jason Mudrick	45	Chairman and Director
Scott Galloway	55	Director
Peter Glusker	58	Director
Scott Kasen	54	Director
Brian Kushner	62	Director
Ross Levinsohn	57	Director
John Slater	47	Director

Joseph A. Walsh

Mr. Walsh is our Chief Executive Officer, President and Director, since October 2014. Mr. Walsh also serves as the CEO and Chairman of Walsh Partners, a private company focused on investments and advisory services, from January 2012 and has served as the Chairman of Cambium Learning Group, a leading educational technology company, from June 2012 to December 2018. Mr. Walsh also previously served as President and CEO of Yellowbook, Inc. In light of Mr. Walsh’s business experience, we believe it is appropriate for Mr. Walsh to serve as a director.

Paul D. Rouse

Mr. Rouse is our Chief Financial Officer, Executive Vice President and Treasurer, since November 2014. Mr. Rouse previously served as the Chief Financial Officer for Apple and Eve, LLC from March 2012 to October 2014. Prior to joining Apple and Eve, LLC, Mr. Rouse was the Vice President of Finance, Corporate and Business Development and Treasurer of Yellowbook, Inc. Mr. Rouse graduated from Long Island University with a Bachelor of Science degree in Accounting.

Gordon Henry

Mr. Henry is our Chief Strategy Officer and Executive Vice President, since September 2019. Mr. Henry previously served as our Chief Marketing Officer and Executive Vice President from October 2014 to September 2019. Mr. Henry also previously served as Head of Mergers and Acquisition and Corporate Consulting for Walsh Partners from January 2014 to September 2014. Prior to his tenure at Walsh Partners, Mr. Henry served as Vice President and General Manager at Deluxe Corp. and Chief Marketing Officer for Yellowbook, Inc. Mr. Henry received his Bachelor of Arts from Yale University and his MBA from the Wharton School at the University of Pennsylvania.

James McCusker

Mr. McCusker is our Chief Revenue Officer and Executive Vice President, since September 2015. Mr. McCusker previously served as our Vice President of Expansion Channel Sales from May 2015 to September 2015. Before joining Thryv, Mr. McCusker was Chief Sales Officer at eLocal.com from October 2014 to May 2015 and President and Chief Sales Officer of hibu, Inc. (“hibu”), formerly Yellowbook, Inc., from April 2012 to March 2013. Mr. McCusker also previously served various roles at Yellowbook, Inc., including Chief of Sales and Vice President of Sales.

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John Wholey

Mr. Wholey is our Executive Vice President of Operations, since January 2015. Prior to that role, Mr. Wholey previously served as an advisor to the Company from November 2014 to January 2015. Mr. Wholey previously served as Vice President/Head of Contact Centers in the U.S. and U.K. for hibu and its predecessor, Yellowbook, Inc. from February 2000 to October 2014. Mr. Wholey received his bachelor’s degree in Industrial Engineering from Worcester Polytechnic Institute and his Master of Business Administration in Finance from Drexel University.

Lesley Bolger

Ms. Bolger is our Vice President of Corporate Counsel, since March 2020, and our Chief Compliance Officer and Secretary, since June 2019. Ms. Bolger previously served as our Assistant Vice President of Corporate Counsel since June 2019, as our Assistant General Counsel from July 2017 to June 2019 and as our Senior Counsel from December 2006 to July 2017. Ms. Bolger received her Bachelor of Arts degree in Finance, her Master of Business Administration and her Juris Doctorate from Texas Tech University.

Jason Mudrick

Mr. Mudrick has served as Chairman and director since July 2016. Mr. Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital, an investment firm that specializes in long and short investments in distressed credit. Mudrick Capital was founded in 2009. Mr. Mudrick currently serves as a director of Mudrick Capital Acquisition Corporation. Before founding Mudrick Capital, Mr. Mudrick served as Managing Director and Portfolio Manager of the Contrarian Equity Fund, a fund specializing in post-restructured equities. Mr. Mudrick has previously served on multiple creditors’ committees and boards of directors for several public and privately-held companies, including Safety-Kleen Holdings, Inc., Integrated Alarm Services Group, Inc., Salton, Inc., Rotech Healthcare, Inc., NJOY Holdings, Inc., Corporate Risk Holdings, Mudrick Capital Acquisition Corporation, Fieldwood Energy Inc., Proenza Schouler Holdings, Inc. and cxLoyalty Group, Inc. Mr. Mudrick holds his Bachelor of Arts degree in Political Science from the University of Chicago and his Juris Doctorate from Harvard Law School. In light of Mr. Mudrick’s business experience, we believe it is appropriate for Mr. Mudrick to serve as Chairman and director.

Scott Galloway

Mr. Galloway has served as a director since August 2016. Mr. Galloway has been a professor of marketing at the New York University Leonard N. Stern School of Business, since 2002. Mr. Galloway currently serves as a “fellow” employee at Gartner, Inc. from 2017. Mr. Galloway is the founder of Prophet Brand Strategy and RedEnvelope, Inc. Mr. Galloway is also the founder of L2, Inc. and was the chairman from 2009 to 2017. Mr. Galloway has previously served on the board of directors of Eddie Bauer, The New York Times Company, Urban Outfitters, Inc. and the Walter A. Haas School of Business. In light of Mr. Galloway’s business experience, we believe it is appropriate for Mr. Galloway to serve as a director.

Peter Glusker

Mr. Glusker has served as a director since August 2016. Mr. Glusker is currently a managing partner of White Star Capital Ventures LLC and has held this position since November 2016. Prior to this role, Mr. Glusker served as Senior Vice President, Business Development, Integration and Operations at the Target Corporation from May 2014 to March 2016. Mr. Glusker has previously served on the boards of numerous public and private media companies. Mr. Glusker received his Bachelor of Arts degree in Government from Wesleyan University and his Master of Business Administration from Stanford University. In light of Mr. Glusker’s business experience, we believe it is appropriate for Mr. Glusker to serve as a director.

Scott Kasen

Mr. Kasen has served as a director since August 2016. Mr. Kasen has been a private investor since 2010. Mr. Kasen is currently a Member of SK Restaurant Holdings LLC and from February 2016 to November 2018 was a member of the board of directors for Targus Cayman Holdco Limited. Previously, Mr. Kasen has held several senior leadership positions within Contrarian Capital Management, LLC, including co-portfolio manager of European Fund, LP and Contrarian Capital Senior Secured, LP. Mr. Kasen has previously held leadership roles

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as Vice President with The Trump Organization and has served as a partner with A.B. Edelman Management Company and Velocity Crossover Investors. Mr. Kasen also previously served on the board of directors for Special Metals, Inc. and Cascade Timberlands, LLC. Mr. Kasen received his Bachelor of Science degree from Rutgers University and his Master of Business Administration degree from The Columbia Business School. In light of Mr. Kasen’s business experience, we believe it is appropriate for Mr. Kasen to serve as a director.

Dr. Brian Kushner

Dr. Kushner has served as a director since 2016. Dr. Kushner co-founded CXO, LLC, a boutique interim and turnaround management company, acquired by FTI Consulting (“FTI”). Dr. Kushner currently serves as a Senior Managing Director in FTI’s corporate finance segment, where he co-leads the Technology practice, the Aerospace, Defense and Government Contracting practice, the Private Capital practice and the Activism and M&A Solutions practice. Dr. Kushner also serves as a director and chair of the audit committee of Mudrick Capital Acquisition Corporation from February 2018, a non-executive director and chair of the audit committee at Zodiac Interactive and a non-executive director and member of audit, nomination and remuneration committees of Luxfer Holdings PLC from May 2016. Additionally, Dr. Kushner is a member of the Executive Committee of the Advisory Council of the College of Natural Sciences at the University of Texas at Austin. Dr. Kushner is also a member of the Engineering College Council at Cornell University. Dr. Kushner previously served as a director of EveryWare Global, Inc. from June 2015 to August 2016 and a director of Samovo Group, PLC from January 2013- March 2015. Dr. Kushner holds a PhD in Applied Physics with a minor in Electrical Engineering from Cornell University. In light of Dr. Kushner’s business experience, we believe it is appropriate for Dr. Kushner to serve as a director.

Ross Levinsohn

Mr. Levinsohn has served as a director since August 2016. Mr. Levinsohn currently serves as CEO of Sports Illustrated and has served in this capacity since October 2019. From August 2017 to January 2019, Mr. Levinsohn served as the CEO of Tribune Interactive at Tribune Publishing. Prior to this, Mr. Levinsohn was a senior advisor at Boston Consulting Group from April 2016 to August 2017. Mr. Levinsohn served as a director of Tribune Media from 2013 to 2016 and a director of Millennial Media from 2014 to 2015. Mr. Levinsohn also served as co-founder and partner at Whisper Advisors, a boutique strategic advisory firm, from June 2014 to August 2017. In light of Mr. Levinsohn’s business experience, we believe it is appropriate for Mr. Levinsohn to serve as a director.

John Slater

Mr. Slater has served as a director since July 2016. Mr. Slater previously served on our Board from 2013 to 2015. From 2009 to November 2019, Mr. Slater was a partner at Paulson, focusing on investments in the media, telecom and technology sectors. He continues to provide services to Paulson. Prior to Paulson, Mr. Slater served as Vice President at Lehman Brothers Holdings, Inc. in the Global Trading Strategies Group and as a senior director of finance at NextSet Software, Inc. Mr. Slater holds both his Bachelor and Master of Arts degrees from the University of Cambridge and his Master of Business Administration from INSEAD, France. In light of Mr. Slater’s business experience, we believe it is appropriate for Mr. Slater to serve as a director.

Board of Directors

Our business and affairs are managed under the direction of our Board. The number of directors will be fixed by our Board, subject to the terms of our fourth amended and restated certificate of incorporation and our second amended and restated bylaws. Our Board will consist of     directors,     of whom will qualify as “independent” under Nasdaq listing standards.

Our fourth amended and restated certificate of incorporation will provide that our Board will be divided into three classes, with one class being elected at each annual meeting of stockholders. Each director will serve a three-year term, with termination staggered according to class. Class I will initially consist of     directors, Class II will initially consist of directors and Class III will initially consist of     directors. The Class I directors, whose terms will expire at the first annual meeting of our stockholders following the filing of our fourth amended and restated certificate of incorporation, will be    . The Class II directors, whose terms will expire at the second annual meeting of our stockholders following the filing of our fourth amended and restated

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certificate of incorporation, will be    . The Class III directors, whose terms will expire at the third annual meeting of our stockholders following the filing of our fourth amended and restated certificate of incorporation, will be    . See “Description of Capital Stock—Anti-takeover Provisions.”

Director Independence and Controlled Company Exemption

We intend to avail ourselves of the “controlled company” exemption under the corporate governance rules of Nasdaq. Accordingly, we will not be required to have a majority of “independent directors” on our Board as defined under the rules of Nasdaq; nor will we have a compensation committee and a nominating and corporate governance committee composed entirely of independent directors. The “controlled company” exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of Sarbanes-Oxley Act and Nasdaq, which require that our audit committee be composed of at least three members, one of whom will be independent upon the listing of our common stock, a majority of whom will be independent within 90 days of listing, and each of whom will be independent within one year of listing.

If at any time we cease to be a “controlled company” under the rules of Nasdaq, our Board will take all action necessary to comply with Nasdaq corporate governance rules, including appointing a majority of independent directors to the Board and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that     and     do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them, see “Certain Relationships and Related Party Transactions.”

Board Committees

Our Board has established an audit committee, a compensation committee and, in connection with our listing, will establish a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our Board are described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board. The charter of each committee will be available on our website.

Audit Committee

The primary purposes of our audit committee are to assist the Board’s oversight of:

• audits of our financial statements;

• the integrity of our financial statements;

• our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;

• the qualifications, engagement, compensation, independence, and performance of our independent auditor; and

• the performance of our internal audit function.

Prior to the listing of our common stock, our audit committee will consist of    ,     and    , with     serving as chair of the audit committee.     qualifies as an “audit committee financial expert” as such term has been defined by the Commission in Item 407(d) of Regulation S-K. Our Board has affirmatively determined that     and     meet the definition of an “independent director” for the purposes of serving on the audit committee under applicable Nasdaq rules and Rule 10A-3 under the Exchange Act. We intend to comply with these independence requirements for all members of the audit committee within the time periods specified under such rules. Our audit committee is governed by a charter that complies with the rules of Nasdaq.

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Compensation Committee

The primary purposes of our Compensation Committee are to assist the Board in overseeing our management compensation policies and practices, including:

• determining and approving the compensation of our executive officers; and

• reviewing and approving incentive compensation and equity compensation policies and programs.

Prior to the listing of our common stock, our Compensation Committee will consist of    ,     and    , with     serving as chair of the Compensation Committee. The composition of our Compensation Committee will meet the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. We have availed ourselves of the “controlled company” exemption under the rules of Nasdaq, which exempts us from the requirement that we have a Compensation Committee composed entirely of independent directors. The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our executive officers. Our Compensation Committee is governed by a charter that complies with the rules of Nasdaq.

Nominating and Corporate Governance Committee

The primary purposes of our nominating and corporate governance committee will be to:

• make recommendations to the Board regarding nomination of individuals as members of the Board and its committees;

• assist the Board with identifying individuals qualified to become Board members; and

• determine corporate governance practices and related matters.

Prior to the listing of our common stock, our nominating and corporate governance committee will consist of    ,     and     with     serving as chair of the nominating and corporate governance committee. We have availed ourselves of the “controlled company” exemption under the rules of    , which exempts us from the requirements that we have a nominating and corporate governance committee composed entirely of independent directors. The nominating and corporate governance committee is governed by a charter that complies with the rules of    .

Indemnification of Directors and Officers

Our fourth amended and restated certificate of incorporation will provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL.

We intend to enter into indemnification agreements with each of our executive officers and directors prior to the effectiveness of this registration statement. The indemnification agreements will provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Code of Business Conduct and Ethics

Prior to the effectiveness of this registration statement, we will amend our code of business conduct and ethics that applies to all of our employees, officers, directors, agents, consultants, representatives, affiliates, subsidiaries, and anyone who is authorized to act on our behalf. A copy of the amended code will be available on our website located at www.corporate.thryv.com. Any amendments or waivers from our code for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, to our code will be disclosed on our internet website promptly following the date of such amendment or waiver.

Corporate Governance Guidelines

Our Board will adopt corporate governance guidelines in accordance with the corporate governance rules of Nasdaq, which serve as a flexible framework within which our Board and its committees operate. These guidelines will cover a number of areas, including the duties and responsibilities of the Board, director independence, Board leadership structure, executive sessions, CEO evaluations, management development and

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succession planning, director nomination, qualification and election, director orientation and continuing education, Board agenda, materials, information and presentations, director access to Company employees and independent advisers, Board communication with stockholders and others, director compensation, and annual board and committee performance evaluations. A copy of our corporate governance guidelines will be posted on our website. The Board has also adopted an insider trading policy.

Role of Board of Directors in Risk Oversight

Our Board has primary responsibility for the oversight of our risk management and, either as a whole or through the audit committee, discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. This risk oversight process includes the audit committee of the Board (i) identifies major risk areas, including with respect to cyber-security and privacy and (ii) presenting such exposure to the Board to assess our risk identification, risk management and mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cyber-security, strategic, and reputational risk.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2019, the members of the Compensation Committee were Mr. Mudrick, Mr. Glusker and Mr. Slater. During fiscal year 2019, none of our executive officers served (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our Compensation Committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our Board.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

In general, this section focuses on, and provides a description of, our executive compensation process and a detailed discussion of each of the key elements of our compensation program for fiscal year 2019 as they apply to the individuals named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”). The NEOs for fiscal year 2019 are:

• Joseph A. Walsh, who serves as President and Chief Executive Officer;

• Paul D. Rouse, who serves as Chief Financial Officer, Executive Vice President and Treasurer;

• Gordon Henry, who serves as Chief Strategy Officer and Executive Vice President;

• James McCusker, who serves as Chief Revenue Officer and Executive Vice President; and

• John Wholey, who serves as Executive Vice President of Operations.

The following is a discussion of our current compensation philosophy and programs applicable to our executive officers in fiscal year 2019.

Compensation Philosophy and Compensation Program Objectives

Our goal for our executive compensation program is to attract, motivate, and retain a talented, entrepreneurial, and creative team of executives who will provide leadership for our success in dynamic and competitive markets. Our compensation philosophy is to provide a balanced compensation program that rewards employees for the achievement of our financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual short-term and long-term incentives based on company and individual performance.

For fiscal year 2019, our executive compensation programs focused on both top-line and bottom-line performance, all while working on transforming our business and positioning the Company to be the leading provider of marketing solutions and cloud-based tools for SMBs.

Following March 13, 2019, our Compensation and Benefits Committee (our “Compensation Committee”) approved our fiscal year 2019 compensation design and target compensation opportunities, comprising a mix of fixed and variable compensation, including a short-term incentive plan with an overachievement plan and long-term incentives that created a balance between short-term and long-term focus. Our annual incentive design included metrics tied to our financial growth plan. Long-term incentives awarded for fiscal year 2019 included stock option awards that vest over a three-year period with vesting beginning January 1, 2020. These programs are described in more detail below.

Within the context of the overall objectives of our compensation programs, we typically determine the specific amounts of compensation to be paid to each of our NEOs based on a number of factors:

• the performance of our NEOs in prior years;

• the roles and responsibilities of our NEOs;

• the individual experience and skills of our NEOs;

• for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and

• the amounts of compensation being paid to our other NEOs.

In addition, we rely on our understanding of the amount of compensation paid by our principal competitors and similarly situated companies to their executives with comparable roles and responsibilities as a market check for our compensation decisions.

What We Pay and Why: Elements of Compensation

Our executive compensation program is designed to be competitive with companies both within and outside our industry so that we can attract and retain talented management employees. We design our compensation plans to be transparent to our executive officers and to stockholders, and to evidence and support positive governance

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principles. However, it should be noted that we have designed our compensation programs to complement each other and collectively serve all of our executive compensation objectives. Accordingly, whether or not specifically mentioned below, we believe that each element of our executive compensation program serves each of our objectives to a greater or lesser extent.

The following table sets forth the primary elements of our executive compensation program for fiscal year 2019, including a description of how each element fits into the overall compensation of our NEOs. These compensation elements are described in more detail under “—Components of Our NEO Compensation Program”:

	What it Does—How it Works		2019 Plan Metrics—Weighting
Base Salary	•	Basic element of competitive pay.	Not applicable.
	•	Influences annual incentive value (base salary × target annual incentive %).
Short-Term Incentive Plan: Cash	•	Performance-based compensation element with a variable payout potential based on corporate and individual performance.	•	Adjusted EBITDA—50%
			•	Adjusted Free Cash Flow—25%
			•	Individual Performance—25%
	•	Intended to motivate and reward executive officers for the achievement of annual (short-term) business objectives.
Over Performance Plan: Cash	•	Incremental incentive plan designed as an overachievement program to our Short-Term Incentive Plan.	•	Adjusted EBITDA—50%
			•	Adjusted Free Cash Flow—50%
	•	Performance-based compensation element with variable payout potential based on company financial performance.
	•	Intended to motivate and reward executive officers for the overachievement of annual business objectives.
Stock Incentive Plan: Non-Qualified Stock Options	•	Options to acquire shares of stock that vest over a 3-year period beginning on January 1, 2020 for options granted in 2019.	Not applicable.
	•	Designed to retain executives and align their interests with those of the Company’s stockholders.

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	What it Does—How it Works		2019 Plan Metrics—Weighting
Executive Physical	•	Executive officers receive annual reimbursement for a comprehensive medical examination up to $1,800 for EVP and the actual cost of the executive physical for the CEO.	Not applicable.
Retirement Benefits	•	A 401(k) retirement savings plan enables all employees, including executive officers, to contribute a portion of their compensation with a company matching contribution.	Not applicable.
Employment and Severance Benefits	•	CEO Employment Agreement provides for salary, incentive opportunities and severance benefits.	Not applicable.
	•	Thryv, Inc. Severance Plan—Executive Vice Presidents and Above (“EVP Severance Plan”) provides for severance benefits equal to a multiple of salary and target short-term incentive award in the event of certain qualifying terminations of employment.
Relocation Lump Sum	•	EVP NEOs who commute from another state to Texas are eligible for an annual lump sum payment each December for the upcoming year in lieu of all relocation benefits.	Not applicable.
Stipend Allowance	•	A stipend allowance to cover cell phone expenses is paid out each payroll at $25 per pay period.	Not applicable.

Executive Compensation Process—Compensation Committee

Our Compensation Committee is responsible for reviewing and making individual compensation determinations including, but not limited to, salary, annual cash incentives, long-term incentive awards of cash or stock and any other awards made to our CEO and senior management (which includes all executive officers as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934). Our Compensation Committee annually reviews and approves the corporate goals, objectives, and other key measures relevant to compensation of our executive officers. All key decisions are presented to the Compensation Committee of the Board for review and, in the case of the CEO, for ratification.

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Our Compensation Committee reviews and approves our incentive compensation and equity-based compensation plans, including the performance measures to be applied in determining incentive awards. Our Compensation Committee oversees the administration of the incentive compensation and equity-based compensation plans to ensure consistency with our Compensation Committee’s compensation policies, objectives, and programs with respect to plan participation, including, but not limited to, approving general size of overall awards, designating eligible participants, approving awards, appointing and reviewing the performance of plan administrators, and imposing any limitations, restrictions and conditions upon awards. Our Compensation Committee also reviews performance-based awards, such as those payable under our short-term and over performance plan and long-term incentive plans, prior to any payout to ensure that performance under the plan is sufficient to merit an award, and payments are made in accordance with the plan terms.

Our Compensation Committee works with management to make pay determinations and to ensure that our programs are competitive and meet our compensation objectives.

Our Compensation Committee is authorized to retain, in its discretion, the services of one or more executive compensation advisors to assist with the establishment and review of our compensation programs and related policies. Historically, our Compensation Committee has not engaged the services of an executive compensation advisor in reviewing and establishing our compensation programs and related policies. Our Compensation Committee has not previously considered formal compensation market data or formally benchmarked total executive compensation or individual compensation elements against a peer group. Instead, we based compensation levels on the collective experience of the members of our Board, Compensation Committee and our Chief Executive Officer, their business judgment and their experiences in recruiting and retaining executives.

Components of Our NEO Compensation Program

We believe that a substantial portion of our executive compensation should be based on Company performance. We also believe it is essential for our executives to have a meaningful equity stake linked to our long-term performance; therefore, we created compensation packages that aimed to foster this culture. As such, other than base salary, compensation of our NEOs has largely been comprised of short-term incentive pay linked to our financial performance and individual contributions and long-term equity incentive compensation. Other factors we have historically considered in evaluating executive compensation included internal pay equity, external market and competitive information, assessment of individual performance, level of responsibility, and the overall expense of the program.

Base Salary

Base salary has represented the fixed component of our executive officers’ compensation. As mentioned above, our Compensation Committee is responsible for reviewing and making individual executive officers’ compensation determinations. In consultation with our management, our Compensation Committee evaluates the performance of executive officers in light of agreed upon measures and determines and approves, or recommends to our Board for approval, executive officers’ compensation, including annual base salary levels, but does not automatically increase these levels each year. We believe that base salary increases at the executive officer level are generally warranted when (i) the employee has had a significant increase in job responsibilities, (ii) the employee’s base salary is not viewed as externally competitive or internally equitable or (iii) individual performance and career growth support an increase to base salary.

In March 2019, our Compensation Committee reviewed base salaries for our NEOs and approved a 3% merit increase for our current executive committee members, effective March 31, 2019. Such increases in the annual rate of base salary for each of our NEOs were as follows:

Named Executive Officers	Base Salary Prior to March 31, 2019	Base Salary Following March 31, 2019
Joseph A. Walsh	$1,000,000	$1,030,000
Paul D. Rouse	$491,727	$506,479
Gordon Henry	$393,382	$405,183
James McCusker	$393,382	$405,183
John Wholey	$371,527	$382,673

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Short-Term Incentive Plan—Cash Incentive

We provide our NEOs with the opportunity to earn annual, performance-based cash compensation under our Short-Term Incentive Plan (our “STI”), which covers fiscal year 2019. Payouts under our STI are determined annually by our Compensation Committee based on each NEO’s target incentive and performance against pre-determined performance measures.

Our Compensation Committee follows the same benchmarking and decision-making process with respect to STI awards as it does with base salary; reviewing publicly available market data to assess the competitiveness of our executives’ compensation components, as our Compensation Committee deems appropriate. Our Compensation Committee may reassess our target annual incentive for each NEO from time to time.

Our Compensation Committee approved the target annual incentive, performance levels and payout parameters for the STI for fiscal year 2019 in March 2019. The target annual incentive is a percentage of each individual’s base salary and is determined based on each individual’s job during fiscal year 2019, which may result in a target that has been prorated to capture the relevant base salary earnings in each job, the target percentage of each job and the amount of time spent in each job. The eligible employee’s annual eligible base salary on December 31, 2019 will be used when proration is not required. In fiscal year 2019, the STI target annual incentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were as follows:

Named Executive Officers	Target Annual Incentive (STI)
Joseph A. Walsh	100%
Paul D. Rouse	70%
Gordon Henry	70%
James McCusker	70%
John Wholey	70%

Short-Term Incentive Plan Metrics and Performance for Fiscal Year 2019

There were three performance metrics in our STI for fiscal year 2019. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan.

1.
Adjusted EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities.

2.
Adjusted Free Cash Flow (“Adjusted FCF”) (25%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. Free Cash Flow has been adjusted to reflect the public budget release of February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.

3.
Individual Performance (25%). This performance metric supports our goal of pay for performance. It is determined based on individual performance assessment by our CEO. In fiscal year 2019, the Company established a minimum EBITDA threshold of $470 million for this performance metric. This means that if EBITDA for fiscal year 2019 was below $470 million, no incentive award would be earned for the Individual Performance metric (i.e. 25% of the STI payout opportunity would not be funded).

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The below table reflects in detail the respective payouts per performance level for the EBITDA and Adjusted FCF performance (collectively, the “Company Performance”) metrics under our STI for fiscal year 2019.

EBITDA (in millions)	% of EBITDA Component Payout		Adjusted FCF (in millions)	% of Adjusted FCF Component Payout
$ 491.00	25%	Threshold	$211.00	25%
$ 492.00	33%		$ 212.00	33%
$ 493.00	42%		$ 213.00	42%
$ 494.00	50%		$ 214.00	50%
$ 495.00	58%		$ 215.00	58%
$ 496.00	67%		$ 216.00	67%
$ 497.00	75%		$ 217.00	75%
$ 498.00	83%		$ 218.00	83%
$ 499.00	92%		$ 219.00	92%
$ 500.00	100%	Target	$ 220.00	100%
$ 501.50	104%		$ 221.00	104%
$ 503.00	108%		$ 222.00	108%
$ 504.50	113%		$ 223.00	113%
$ 506.00	117%		$ 224.00	117%
$ 507.50	121%		$ 225.00	121%
$ 509.00	125%	Maximum	$ 226.00	125%

On March 3, 2020, our Compensation Committee reviewed the Company’s performance against the pre-established metrics for fiscal year 2019. The Compensation Committee determined that for fiscal year 2019, EBITDA achieved 100.4% and Adjusted FCF achieved 125.0% resulting in an overall achievement of 106.5% for the Company Performance component (accounting for 75% of the total award) and that the Individual Performance component (accounting for 25% of the total award) for all NEOs was at target (100%). The resulting incentive payments for 2019 STI to NEOs are detailed in the table below:

Named Executive Officers	2019 STI Paid on April 1, 2020
Joseph A. Walsh	$1,080,213
Paul D. Rouse	$371,819
Gordon Henry	$297,455
James McCusker	$297,455
John Wholey	$280,930

In May 2020, our Compensation Committee reviewed and approved the target annual incentive, performance levels and payout parameters under our STI for performance in fiscal year 2020. A copy of the STI is filed as an exhibit to the registration statement of which this prospectus is a part.

Over Performance Plan—Cash Incentive

We provide our NEOs with the opportunity to earn annual, performance-based cash compensation under our Over Performance Plan (our “OPP”), which covers fiscal year 2019. Payouts under our OPP are determined annually by our Compensation Committee based on each NEO’s overachievement of target incentive and performance against pre-determined Company financial performance measures. Our Compensation Committee may reassess our target annual incentive for each NEO from time to time.

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Our Compensation Committee approved the target annual incentives, performance levels and payout parameters for our OPP for fiscal year 2019 in March 2019. The OPP target annual incentive is expressed as a percentage of each individual’s base salary and is determined based on each individual’s job during fiscal year 2019, which may result in a target that has been prorated to capture the relevant base salary earnings in each job, the target percentage of each job and the amount of time spent in each job. The eligible employee’s annual eligible base salary on December 31, 2019 will be used when proration is not required.

In fiscal year 2019, the OPP target annual incentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were as follows:

Named Executive Officers	Target Annual Incentive (OPP)
Joseph A. Walsh	100%
Paul D. Rouse	70%
Gordon Henry	70%
James McCusker	70%
John Wholey	70%

Over Performance Plan Metrics and Performance for Fiscal Year 2019

There were two performance metrics in our OPP for fiscal year 2019. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan.

1.
Adjusted EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities.

2.
Adjusted FCF (50%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. Free Cash Flow has been adjusted to reflect the public budget release of February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities..

The below table reflects in detail the respective payouts per performance level for each performance metric under our OPP for fiscal year 2019.

EBITDA (in millions)	% of EBITDA Component Payout		Adjusted FCF (in millions)	% of Adjusted FCF Component Payout
$ 509.00		Threshold	$ 226.00
$ 511.00	10%		$228.00	10%
$ 513.00	20%		$230.00	20%
$ 515.00	30%		$ 232.00	30%
$ 517.00	40%		$ 234.00	40%
$ 519.00	50%		$ 236.00	50%
$ 521.00	60%		$ 238.00	60%
$ 523.00	70%		$ 240.00	70%
$ 525.00	80%		$ 242.00	80%
$ 527.00	90%		$ 244.00	90%
$ 529.00	100%		$ 246.00	100%
$ 531.00	110%		$ 248.00	110%
$ 533.00	120%		$ 250.00	120%
$ 535.00	130%		$ 252.00	130%
$ 537.00	140%		$ 254.00	140%
$ 539.00+	150%+	No Cap	$256.00+	150%+

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On March 3, 2020, our Compensation Committee reviewed the Company’s performance against the pre-established metrics for fiscal year 2019. The Compensation Committee determined that for fiscal year 2019, EBITDA achieved 0.0% and Adjusted FCF achieved 113.0% resulting in an overall achievement of 56.5% for the Company Performance component. There is not an Individual Performance component for the OPP. The resulting incentive payments for 2019 OPP to NEOs are detailed in the table below:

Named Executive Officers	2019 OPP Paid on April 1, 2020
Joseph A. Walsh	$581,950
Paul D. Rouse	$200,312
Gordon Henry	$160,250
James McCusker	$160,250
John Wholey	$151,347

In May 2020, our Compensation Committee reviewed and approved the target annual incentive, performance levels and payout parameters under our OPP for performance in fiscal year 2020. A copy of the OPP is filed as an exhibit to the registration statement of which this prospectus is a part.

Stock Incentive Plan

We provide our executive officers with the opportunity to earn long-term equity incentive compensation under our long-term incentive plan (the “Stock Incentive Plan” or “SIP”). The purpose of these long-term awards is to reward executive officers for performance over a longer time period and to provide incentives for them to achieve our long-term financial and operational goals. Our Stock Incentive Plan is intended to advance the best interests of us, our affiliates and our stockholders by providing those persons who have substantial responsibility for the management and growth of us and our affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue their employment with the Company. The Stock Incentive Plan is administered by the Compensation Committee with oversight from the Board of Directors.

Non-Qualified Stock Option Awards in Fiscal Year 2019

The following NEOs were awarded non-qualified stock options under our Stock Incentive Plan in fiscal year 2019, in the following amounts on the terms and conditions set forth in their respective stock option award agreements:

Named Executive Officers	Stock Options(1)	Stock Options Grant Date Value ($)(2)
Joseph A. Walsh	2,000,000	10,793,400
Paul D. Rouse	200,000	1,079,340
Gordon Henry	200,000	1,079,340
James McCusker	200,000	1,079,340
John Wholey	200,000	1,079,340

(1)
On November 18, 2019, Mr. Walsh received an award of stock options to acquire 2,000,000 shares of the Company’s common stock at an exercise price of $9.00, with vesting occurring in equal monthly installments over a three-year period beginning January 1, 2020. On November 18, 2019, Messrs. Rouse, Henry, McCusker and Wholey each received an award of stock options to acquire 200,000 shares of the Company’s common stock at an exercise price of $9.00, with one-third vesting each January 1, 2021, 2022 and 2023.

(2)
The fair market value of the November 18, 2019 grants, based on the Black-Scholes valuation model, is $5.3967.

Retirement Savings Benefits

We offer a 401(k) retirement savings plan to all employees, including all NEOs, to enable them to contribute a portion of their base salary and earned STI award. We provide an employer contribution match up to statutory limits.

Other Employee Benefits

Benefits are part of the overall competitive compensation program designed to attract and retain employees, including NEOs. NEOs participate in the same benefit programs as the general employee population, with the

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additional benefit made to them for annual executive physical examinations. Our NEOs have the option of submitting reimbursements for the annual physical examination benefit, which provides eligible executives with a comprehensive medical examination once per year. Our Compensation Committee will continue to periodically review and evaluate personal benefits provided to the NEOs.

Severance

We do not have employment agreements with any NEOs except for Mr. Walsh. Other NEOs are eligible to receive executive severance benefits pursuant to, and are subject to certain restrictive covenants under, our EVP Severance Plan. Our EVP Severance Plan provides benefits to certain of our executives serving in a position of Executive Vice President or a more senior position in the event of termination of their employment under the circumstances described in our EVP Severance Plan. The EVP Severance Plan was designed primarily to encourage executives to remain employed with the Company by providing certain severance protection against involuntary termination of employment with additional severance protection applicable to a termination of employment in connection with a change in control. See “—Broad-Based Benefits Programs and Perquisites” and “—NEO Employment Agreements and Arrangements—EVP Severance Plan” below for additional information on these executive severance benefits.

Broad-Based Benefits Programs and Perquisites

All full-time employees, including our NEOs, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance. In fiscal year 2019, our NEOs also received certain perquisites and personal benefits set forth in the “Summary Compensation Table” below. We provide these benefits to retain and attract talented executives with the skills and experience to further our long-term strategic plan.

NEO Employment Agreements and Arrangements

From time to time, we entered into employment agreements and arrangements in order to attract and retain key executives. Mr. Walsh is the only NEO party to an employment agreement with us.

Joe Walsh Employment Agreement

In connection with Mr. Walsh’s appointment as our President and Chief Executive Officer, Mr. Walsh and the Company entered into an Amended and Restated Employment Agreement, dated as of September 26, 2016 (the “Walsh Employment Agreement”). The Walsh Employment Agreement provides for an initial term until December 31, 2019, during which Mr. Walsh is entitled to a base salary at a fixed annual rate and an annual award of one hundred percent of his base salary subject to annual performance objectives. The terms of employment shall be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party gives notice of intention to not renew the employment term. The agreement also provides for a notice and 30-day cure period prior to termination with cause, though the Company may terminate without cause immediately upon written notice. Mr. Walsh is entitled to a grant of options under the Company’s stock option plan and a stipend each month to maintain a remote office.

Under the Walsh Employment Agreement, Mr. Walsh’s employment continues until the earlier of his resignation (with or without good reason), death or disability or termination by the Company (with or without cause). If the Company terminates Mr. Walsh’s employment with cause, Mr. Walsh resigns without good reason, or Mr. Walsh’s employment terminates because he does not renew his employment term, Mr. Walsh is entitled to receive the following: (i) any unpaid base salary through the date of termination, (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination, (iii) any accrued but unused vacation time in accordance with our policy, (iv) except in the case of termination for cause, any accrued but unpaid bonus for the most recently completed year (or most recently completed period in the case of bonus plans covering periods shorter than a year) under our short term cash incentive plans and (v) all other payments, benefits or fringe benefits that Mr. Walsh is entitled to receive under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan, program, grant or the Walsh Employment Agreement (collectively, (i) through (v) the “accrued benefits”).

If the Company terminates Mr. Walsh’s employment other than for cause, Mr. Walsh resigns for good reason, Mr. Walsh’s employment terminates due to his death or disability, or Mr. Walsh’s employment terminates

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because the Company does not renew Mr. Walsh’s employment term, conditioned on Mr. Walsh signing a release of claims in favor of the Company (except with respect to the accrued benefits), the Company will pay Mr. Walsh (or his estate, as applicable), (i) any accrued benefits, (ii) a pro-rated bonus for the year (or period in the case of bonus plans covering periods shorter than a year) in which Mr. Walsh’s employment terminates, such bonus to be determined based on actual performance and consistent with senior executives who remain employed with the Company, and then prorated based on the number of calendar days of such year (or period) elapsed through the date of Mr. Walsh’s employment is terminated, payable at the same time as bonuses are paid to other senior executives for the year (or period) and (iii) a cash severance amount equal to one times the sum of (i) his base salary and (ii) target bonus, which amount shall be paid in a lump sum promptly after termination. If the Company terminates Mr. Walsh’s employment other than for cause, Mr. Walsh resigns for good reason, or Mr. Walsh’s employment terminates because the Company does not renew Mr. Walsh’s employment term, in each case within 6 months prior to or 12 months following a change in control, (1) his cash severance amount will be increased to two times the sum of (i) his base salary, and (ii) his target bonus, which amount shall be paid in a lump sum promptly after termination, and (2) the initial options granted to him on September 26, 2016 would immediately vest. In addition, the terms of Mr. Walsh’s outstanding option award agreements, also provide for immediately vesting of his options upon a termination of his employment by the Company without cause or a resignation by Mr. Walsh without good reason, in either case, within 6 months prior to or 12 months following a change in control.

The Walsh Employment Agreement defines “cause” as Mr. Walsh’s (i) willful misconduct with regard to the Company or his performance of his duties for the Company; (ii) embezzlement or misappropriation of assets of the Company (not including a good faith dispute over expense reimbursements) or fraud against the Company; (iii) conviction of, or guilty plea or plea of nolo contendere with respect to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (iv) material breach of the Walsh Employment Agreement or any applicable restrictive covenants; (v) willful refusal to attempt in good faith to perform his duties; (vi) willful and material violation of the Company’s generally applicable policies, including but not limited to any employment handbook and ethics code, if such violation can reasonably be expected to have a material adverse effect on the Company’s business or reputation; or (vii) willful and repeated failure to attempt to follow in good faith the lawful directives of the Board. With respect to any termination by reason of any of (iv) through (vii), prior to termination, Mr. Walsh will be given written notice detailing the specific cause event, and he will be entitled to a 30-day cure period following receipt of such notice, following which, if the cause event in question is not cured, he will be terminated for cause (subject to certain specified limitations on the opportunities to cure any cause event that is substantially the same as a previous occurrence).

The Walsh Employment Agreement defines “good reason” as the occurrence of any of the following events, without Mr. Walsh’s express written consent, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by Mr. Walsh to the Company of the occurrence of one of the reasons set forth below: (i) material diminution in Mr. Walsh’s duties, authorities or responsibilities or reporting lines as set forth in the Walsh Employment Agreement (other than temporarily while physically or mentally incapacitated or as required by applicable law), provided, however, that implementation by the Board of its authority on hiring and firing as specified in the Employment Agreement will not be a violation of this clause (i); (ii) material diminution in base salary or target awards; or (iii) the Company’s material breach of its obligations to Mr. Walsh under the Walsh Employment Agreement. Mr. Walsh is required to provide the Company with a written notice detailing the specific circumstances alleged to constitute “good reason” within 90 days after the first occurrence of such circumstances, and actually terminate employment within 30 days following the expiration of the Company’s 30-day cure period described above.

Mr. Walsh has also agreed to customary restrictions with respect to the use of our confidential information and has agreed that all intellectual property developed or conceived by Mr. Walsh while he is employed by us that relates to our business shall belong exclusively to us. During the term of Mr. Walsh’s employment with us and during the six-month period immediately thereafter, Mr. Walsh has agreed not to directly or indirectly, own manage, operate, control, be employed by or render services to any person, firm, corporation or other entity that is engaged in competition with us. Mr. Walsh has also agreed that during the term of his employment with us and during the one-year period immediately thereafter, Mr. Walsh will not solicit or hire any of our employees or interfere with the relationship between us and any of its vendors, joint ventures or licensors.

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EVP Severance Plan

Each of Messrs. Rouse, Henry, McCusker and Wholey participate in the EVP Severance Plan. The EVP Severance Plan includes salary continuation severance and target STI award severance for qualifying separations and enhanced salary continuation severance and target STI award severance in the event of a change in control. For additional information about the potential payments and benefits that each of Messrs. Rouse, Henry, McCusker and Wholey would be entitled to receive pursuant to the EVP Severance Plan upon a qualifying separation or change in control, see “Compensation Tables—Potential Payments Upon Termination or Change of Control—Fiscal Year 2019.”

Mr. Walsh does not participate in, and is not entitled to receive any payments or other benefits under, the EVP Severance Plan. Under the Walsh Employment Agreement, Mr. Walsh is entitled to receive payments upon the termination of his employment under certain circumstances. These payments are described under “—Compensation Tables—Potential Payments Upon Termination or Change in Control—Fiscal Year 2019.”

Applicable Non-Competition and Non-Solicitation Covenants

Each NEO is bound by a non-competition agreement during his or her respective period of employment and would be bound to such agreement for a period of twelve months following his or her termination of employment by us without causes or by the individual for good reason. As a part of the non-competition agreement, each of the NEOs would also be subject to employee non-solicitation/no-hire covenants for twelve months following termination of his or her employment for any reason.

Compensation Tables

The section below contains information, both narrative and tabular, regarding the types of compensation paid to our (i) principal executive officer, (ii) principal financial officer and (iii) other three most highly compensated executive officers as of the end of fiscal year 2019. The Summary Compensation Table contains an overview of the amounts paid to our NEOs for fiscal year 2019. The tables for fiscal year 2019 following the Summary Compensation Table—the Grants of Plan-Based Awards, Outstanding Equity Awards, and Option Exercises and Stock Vested—contain details of our NEOs’ recent non-equity incentive and equity grants, past equity awards, general equity holdings, and option exercises. Finally, we have included a table showing potential severance payments to our NEOs pursuant to applicable employment agreements and equity incentive plans, assuming, for these purposes, that the relevant triggering event occurred on December 31, 2019. The Company is also party to the Walsh Employment Agreement and maintains an EVP Severance Plan (under which Messrs. Rouse, Henry, McCusker, and Wholey are eligible to participate); a description of the material terms of such arrangements is provided above under the heading “Compensation Discussion and Analysis—NEO Employment Agreements and Arrangements.”

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Summary Compensation Table

The following table sets forth the compensation paid to or earned during fiscal year 2019, as applicable, by our NEOs:

Name and Principal Position	Fiscal Year	Salary ($)(a)	Non-Equity Incentive Plan Compensation ($)(b)	Option Awards ($)(c)	All Other Compensation ($)(d)	Total ($)
Joseph A. Walsh	2019	1,021,923	1,662,163	10,793,400	16,869,514	30,347,000
President & CEO
Paul D. Rouse	2019	502,507	572,131	1,079,340	1,814,368	3,968,346
Chief Financial Officer, EVP & Treasurer
Gordon Henry	2019	402,006	457,705	1,079,340	1,696,790	3,635,841
Chief Strategy Officer & EVP
James McCusker	2019	402,006	457,705	1,079,340	1,696,790	3,635,841
Chief Revenue Officer & EVP
John Wholey	2019	379,672	432,277	1,079,340	1,696,790	3,588,079
EVP of Operations

(a)
Amounts reported in this column represent the actual salary earned by each of our NEOs during 2019, taking into account the increase in annual base salary rates for the NEOs, which was effective March 31, 2019.

(b)
Amounts reported in this column represent the cash incentive awards paid under our STI and OPP for 2019 performance, which were approved on March 3, 2020 and paid on April 1, 2020.

(c)
Amounts reported in this column reflect the grant date value of awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) without regard to estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value are set forth in Note 4, Fair value measurements to our consolidated financial statements included elsewhere in this prospectus.

(d)
All Other Compensation for fiscal year 2019 consisted of the following (all amounts in dollars):

Name	401(k) Matching Contributions ($)(1)	Relocation Expenses (and Gross Up) ($)(2)	Allowance ($)(3)	Stock Option Tender Offer - Cash Payment ($)(4)	Total
Joseph A. Walsh	13,440	—	30,825	16,825,249	16,869,514
Paul D. Rouse	13,440	117,578	825	1,682,525	1,814,368
Gordon Henry	13,440	—	825	1,682,525	1,696,790
James McCusker	13,440	—	825	1,682,525	1,696,790
John Wholey	13,440	—	825	1,682,525	1,696,790

(1)
Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan.

(2)
Amount reported in this column reflects an annual lump sum allowance of $60,000 and a related tax gross-up payment of $57,578 made to Mr. Rouse in lieu of all relocation benefits for the upcoming fiscal year 2020 for expenses associated with his commute from New York to Texas.

(3)
Amounts reported in this column reflect a stipend to cover cell phone expenses of the NEOs. In addition to the cell phone stipend, Mr. Walsh receives an additional expense allowance of $30,000 for maintenance of a remote office and miscellaneous expenses incurred.

(4)
Represents a one-time cash payment that occurred as a result of a tender offer (the “Tender Offer”) made by the Company to all stockholders and option holders. Vested options were repurchased by the Company at $10.15 per option less the exercise price of $2.04 for a cash payment made on May 1, 2019. The Company purchased 62.239% of the NEOs’ vested options which equated to 2,074,630 options from Mr. Walsh and 207,463 options each from Messrs. Rouse, Henry, McCusker and Wholey. See “Certain Relationships and Related Party Transactions—Stock Repurchases.”

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Grants of Plan-Based Awards—Fiscal Year 2019

The following table provides information regarding equity and non-equity incentive plan-based awards granted to each individual included in the Summary Compensation Table for the year ended December 31, 2019.

			Estimated Future Payouts Under Non- Equity Incentive Plan Awards			All Other Option/ SAR Awards: Number of Securities Underlying Options/ SARs (#)(2)	Exercise or Base Price of Option/ SAR Awards ($/Share) (2)	Grant Date Fair Value of Stock and Option/ SAR Awards(2)
Name		Grant Date	Threshold ($)(1)	Target ($)(1)	Maximum ($)(1)
Joseph A. Walsh	STI	1/1/2019	450,625	1,030,000	1,351,875
	OPP	1/1/2019	​51,500	1,030,000
	SIP	11/18/2019				2,000,000	5.397	10,793,400
Paul D. Rouse	STI	1/1/2019	155,109	354,535	465,328
	OPP	1/1/2019	​17,727	354,535
	SIP	11/18/2019				200,000	5.397	1,079,340
Gordon Henry	STI	1/1/2019	124,087	283,628	372,262
	OPP	1/1/2019	​14,181	283,628
	SIP	11/18/2019				200,000	5.397	1,079,340
James McCusker	STI	1/1/2019	124,087	283,628	372,262
	OPP	1/1/2019	​14,181	283,628
	SIP	11/18/2019				200,000	5.397	1,079,340
John Wholey	STI	1/1/2019	117,194	267,871	351,581
	OPP	1/1/2019	​13,394	267,871
	SIP	11/18/2019				200,000	5.397	1,079,340

(1)
Amounts shown represent threshold, target and maximum payouts under our STI; there is no defined target or maximum on our OPP. For fiscal year 2019, an award is only paid out pursuant to our OPP if Adjusted EBITDA exceeds $509.0 million and Adjusted FCF exceeds $226.0 million as our OPP is a top-off program to our STI. The threshold calculation for OPP included herein reflects an Adjusted EBITDA of $509.1 million and Adjusted FCF of $226.1 million, which equates to a 0.05% payout award. The target calculation for OPP included herein was calculated based off actual performance in 2018 (a 106.75% payout award).

(2)
Grant date fair value calculated in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value are set forth in Note 4, Fair Value measurements to our consolidated financial statements included elsewhere in this prospectus.

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Outstanding Equity Awards at Fiscal Year-End Fiscal Year 2019

The following table provides information regarding all outstanding stock options held by each individual as of December 31, 2019.

		Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date
Joseph A. Walsh	9/26/2016(1) 11/18/2019(1)	2,786,482 —	138,888 2,000,000	2.04 9.00	9/26/2026 11/18/2029
Paul D. Rouse	11/14/2016(2) 11/18/2016(2)	125,871 —	166,666 200,000	2.04 9.00	11/14/2026 11/18/2029
Gordon Henry	9/26/2016(2) 11/18/2019(2)	125,871 —	166,666   200,000	2.04 9.00	9/26/2026 11/18/2029
James McCusker	9/26/2016(2) 11/18/2019(2)	125,871 —	166,666 200,000	2.04 9.00	9/26/2026 11/18/2029
John Wholey	9/26/2016(2) 11/18/2019(2)	125,871 —	166,666 200,000	2.04 9.00	9/26/2026 11/18/2029

(1)
Stock option grants awarded to Mr. Walsh on September 26, 2016 vest in equal monthly installments over a three-year period beginning on January 1, 2017, provided Mr. Walsh remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason (in each case) within 6 months prior to or 12 months following a change in control. Stock option grants awarded to Mr. Walsh on November 18, 2019 vest in equal monthly installments over a three-year period beginning January 1, 2020, provided Mr. Walsh remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason (in each case) within 6 months prior to or 12 months following a change in control.

(2)
Stock option grants awarded to Mr. Rouse on November 14, 2016 and stock option grants awarded to Messrs., Henry, McCusker and Wholey on September 26, 2016 vest in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020, provided such NEO remains in continuous service with the Company. Stock option grants awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019 vest in three equal installments on each of January 1, 2021, January 1, 2022 and January 1, 2023, provided such NEO remains in continuous service with the Company.

Option Exercises and Stock Vested—Fiscal Year 2019

None of our NEOs exercised options in fiscal year 2019.

On March 25, 2019, the Company conducted the Tender Offer to repurchase vested options for a cash payment. See “Certain Relationships and Related Party Transactions—Stock Repurchases.” All of our NEOs participated in the Tender Offer. The Company repurchased 62.238% of their vested options at an offer price of $10.15 less the exercise price of $2.04, resulting in a payout price per option of $8.11. The cash payment to each NEO made on May 1, 2019 is reflected in the below table.

Name	Grant Date	Offer Price ($)	Exercise Price ($)	Payout Price ($)	Total Vested Options Repurchased (#)	Total Payment ($)
Joseph A. Walsh	9/26/2016	10.15	2.04	8.11	2,074,630	16,825,249
Paul D. Rouse	11/14/2016	10.15	2.04	8.11	207,463	1,682,525
Gordon Henry	9/26/2016	10.15	2.04	8.11	207,463	1,682,525
James McCusker	9/26/2016	10.15	2.04	8.11	207,463	1,682,525
John Wholey	9/26/2016	10.15	2.04	8.11	207,463	1,682,525

Pension Benefits

Our NEOs did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by the Company during fiscal year 2019.

Nonqualified Deferred Compensation

Our NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by the Company during fiscal year 2019.

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Potential Payments Upon Termination or Change of Control – Fiscal Year 2019

The following table summarizes the potential payments and benefits that each of the NEOs would be entitled to receive upon termination of employment under various circumstances and upon a change of control of the Company. In each case, the table assumes the NEO’s termination or the change of control occurred on December 31, 2019. The table below also does not include benefits provided on a non-discriminatory basis to salaried employees generally, including accrued vacation, and amounts payable under tax-qualified plans.

Name & Event	Cash Severance ($)	STI Awards ($)(3)	Benefits Continuation ($)(4)	Accelerated Vesting of Stock Options ($)	Outplacement ($)(5)	Total ($)
Joseph A. Walsh
Resignation without Good Reason or Termination for Cause	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause(1)	2,060,000	1,080,213	—	—	—	3,140,213
Death(1)	2,060,000	1,080,213	—	—	—	3,140,213
Disability(1)	2,060,000	1,080,213	—	—	—	3,140,213
Resignation for Good Reason, Termination without Cause in connection with a Change in Control(1)	4,120,000	1,080,213	—	1,033,049(6)	—	6,233,262
Paul D. Rouse
Resignation without Good Reason or Termination for Cause	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause(2)	1,291,521	371,819	1,647	—	7,250	1,672,237
Death	—	—	—	—	—	—
Disability	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)	1,722,029	371,819	1,647	—	7,250	2,102,745
Gordon Henry
Resignation without Good Reason or Termination for Cause	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause(2)	1,033,217	297,455	1,318	—	7,250	1,339,240
Death	—	—	—	—	—	—
Disability	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)	1,377,622	297,455	1,318	—	7,250	1,683,645

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Name & Event	Cash Severance ($)	STI Awards ($)(3)	Benefits Continuation ($)(4)	Accelerated Vesting of Stock Options ($)	Outplacement ($)(5)	Total ($)
James McCusker
Resignation without Good Reason or Termination for Cause	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause(2)	1,033,217	297,455	1,245	—	7,250	1,339,167
Death	—	—	—	—	—	—
Disability	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)	1,377,622	297,455	1,245	—	7,250	1,683,572
John Wholey
Resignation without Good Reason or Termination for Cause	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause (2)	975,816	280,930	1,245	—	7,250	1,265,241
Death	—	—	—	—	—	—
Disability	—	—	—	—	—	—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)	1,301,088	280,930	1,245	—	7,250	1,590,513

(1)
Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award.

(2)
Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks.

(3)
Amounts reported in this column were calculated on the basis of short-term cash incentive awards paid under our STI for 2019 performance, which were approved on March 3, 2020 and paid on April 1, 2020.

(4)
For Messrs. Rouse, Henry, McCusker, and Wholey, represents continuation of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reason of their resignation for good reason, pursuant to the terms of the EVP Severance Program.

(5)
For Messrs. Rouse, Henry, McCusker and Wholey, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program.

(6)
Pursuant to the term of Mr. Walsh’s stock option grants, in the event that Mr. Walsh’s employment is terminated by the Company without cause, or Mr. Walsh resigns for good reason, in either case within six months prior to or twelve months following a “change in control”, all outstanding unvested stock options held by Mr. Walsh will immediately vest and become exercisable as of the date of such termination (or change in control, if later). Amount reflects Mr. Walsh’s outstanding unvested stock as of December 31, 2019 valued at a market price of $7.438 as of December 31, 2019.

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Non-Employee Director Compensation

Cash Compensation

The table below shows cash compensation payable to our non-management directors for Board and committee services. At his request, Mr. Mudrick, an executive officer at Mudrick Capital, our largest stockholder, has elected to receive half of the approved annual non-management director compensation.

Service	Fee Amount
Annual Retainer for Board Service	$100,000
Annual Board and Committee Meeting Fee	$20,000

Annual cash director retainers are paid quarterly at the beginning of each quarter and include Board and committee meeting fees. Board and committee meeting fees are paid on a quarterly basis in arrears based on attendance.

Annual Equity Based Compensation

Our non-management directors did not receive any equity-based compensation for their services on our Board in fiscal year 2019.

Director Compensation – Fiscal Year 2019

Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Option Awards ($)	All Other Compensation ($)	Total ($)
Scott Galloway	120,000	—	—	120,000
Peter Glusker	120,000	—	—	120,000
Scott Kasen	120,000	—	—	120,000
Brian Kushner	120,000	—	—	120,000
Ross Levinsohn	120,000	—	—	120,000
Jason Mudrick(3)	60,000	—	—	60,000
John Slater	115,000	—	—	115,000

(1)
Mr. Walsh, our President and Chief Executive Officer, is not included in this table because he was employed by the Company during fiscal year 2019 and did not receive compensation for his services as a director. See “Compensation Tables – Summary Compensation Table” for a discussion of the compensation earned by Mr. Walsh during fiscal year 2019.

(2)
Reflects the annual retainer for Board service and annual Board and committee meeting fees.

(3)
At his request, Mr. Mudrick, an executive officer at Mudrick Capital, our largest stockholder, has elected to receive half of the approved annual non-management director compensation.

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PRINCIPAL AND REGISTERED STOCKHOLDERS

The following table sets forth, as of June 15, 2020:

• certain information with respect to the beneficial ownership of our common stock for each of our executive officers, each of our directors, all of our directors and executive officers as a group and each person we know to be the beneficial owner of more than 5% of our common stock; and

• the number of shares of our common stock held by and registered for resale by means of this prospectus for the Registered Stockholders.

The Registered Stockholders include (i) affiliates of the Company and certain other stockholders with “restricted securities” (as defined in Rule 144 under the Securities Act) who, because of their status as affiliates pursuant to Rule 144 or because they acquired their common stock from an affiliate or the Company within the prior 12 months, would be unable to sell their securities pursuant to Rule 144 until the Company has been subject to the reporting requirements of Section 13 or Section 15(d) the Exchange Act for a period of at least 90 days and (ii) our employees. The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on Nasdaq at prevailing market prices. As such, the Company will have no input if and when any Registered Stockholder may, or may not, elect to sell their shares of common stock or the prices at which any such sales may occur. See “Plan of Distribution.”

Information concerning the Registered Stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. Because the Registered Stockholders may sell all, some, or none of the shares of common stock covered by this prospectus, we cannot determine the number of shares of such common stock that will be sold by the Registered Stockholders, or the amount or percentage of shares of common stock that will be held by the Registered Stockholders upon consummation of any particular sale. In addition, the Registered Stockholders listed in the table below may have sold, transferred, or otherwise disposed of, or may sell, transfer, or otherwise dispose of, at any time and from time to time, our shares of common stock in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below.

The Registered Stockholders are not entitled to any registration rights with respect to the common stock. However, we currently intend to use our reasonable efforts to keep the registration statement effective for a period of 90 days after the effectiveness of the registration statement. We are not party to any arrangement with any Registered Stockholder or any broker-dealer with respect to sales of the shares of common stock by the Registered Stockholders. However, we will engage a financial advisor with respect to certain other matters relating to our listing. See “Plan of Distribution.”

In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares of common stock issuable pursuant to options and warrants that are exercisable or settled within 60 days of June 15, 2020. Shares of common stock issuable pursuant to options and warrants are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person. The percentage of beneficial ownership for the following table is based on total shares of common stock outstanding as of June 15, 2020.

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The Registered Stockholders have not, nor have they within the past three years had, any position, office, or other material relationship with us, other than as disclosed in this prospectus. See “Management” and “Certain Relationships and Related Party Transactions” for further information regarding the Registered Stockholders. The business address of each Registered Stockholder is c/o Thryv Holdings, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas, 75261, unless otherwise indicated below.

Name and address of Beneficial Owner	Number of Shares	Shares that may be Acquired within 60 Days	Total	Percentage of Shares
5% Stockholders:
Affiliates of Mudrick(1)	33,296,492	36,436	33,332,928	60.07%
Affiliates of GoldenTree(2)	8,652,511	—	8,652,511	15.59%
Affiliates of Paulson(3)	5,789,587	—	5,789,587	10.43%
Yosemite Sellers Representative LLC (“Yosemite”)(4)	3,248,487	—	3,248,487	5.85%
Named Executive Officers and Directors:
Joseph A. Walsh(5)	—	3,314,258	3,314,258	5.97%
Paul D. Rouse(6)	—	292,537	292,537	*
Gordon Henry(7)	—	292,537	292,537	*
James McCusker(8)	—	292,537	292,537	*
John Wholey(9)	—	292,537	292,537	*
Scott Galloway(10)	809,813	200,000	1,009,813	1.82%
Peter Glusker(11)	—	117,015	117,015	*
Scott Kasen(12)	—	200,000	200,000	*
Brian Kushner(13)	—	200,000	200,000	*
Ross Levinsohn(14)	—	117,015	117,015	*
Jason Mudrick(15)	33,296,492	36,436	33,332,928	60.07%
John Slater	—	—	—	—
Directors and Executive Officers as a Group (11 persons)	34,106,305	5,354,872	39,461,117	71.11%
Other Registered Stockholders:	—
Affiliates of Grosvenor(16)	2,711,271	—	2,711,271	4.89%
All Other Employees(17)	—	889,703	889,703	1.60%
All Other Registered Stockholders(18)	2,014,009	—	2,014,009	3.63%

*
Represents beneficial ownership of less than 1% of total shares of common stock outstanding.

(1)
Consists of 3,018,026 shares of common stock and 3,951 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020 held of record by Blackwell Partners LLC Series A, 3,978,804 shares of common stock and 4,507 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020 held of record by Boston Patriot Batterymarch St. LLC, 1,869,664 shares of common stock held of record by Mercer QIF Fund PLC, 3,494,000 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 3,480,159 shares of common stock and 2,070 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020 held of record by Mudrick Distressed Opportunity Drawdown Fund, L.P., 7,718,038 shares of common stock and 15,905 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020 held of record by Mudrick Distressed Opportunity Fund Global, L.P., 815,578 shares of common stock and 1,372 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020 held of record by Mudrick Distressed Opportunity Specialty Fund, L.P., 906,676 shares of common stock and 8,631 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020 held of record by P. Mudrick LTD, 1,115,024 shares of common stock held of record by Trustees of Grinnell College, 245,285 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 6,655,238 shares of common stock held of record by Verto Direct Opportunity II, L.P. In addition, 124,737 shares of common stock are held by former investors in Verto Direct Opportunity Fund, which were distributed in kind to such investors in 2019 and where such investors have requested that Verto Direct Opportunity GP, LLC sell such shares on their behalf. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.

(2)
Consists of 1,841,204 shares of common stock held of record by GoldenTree 2004 Trust, 37,821 shares of common stock held of record by GoldenTree V1 Master Fund, LP, 4,435,160 shares of common stock held of record by GoldenTree Distressed Master Fund 2014 Ltd, 21,615 shares of common stock held of record by GoldenTree Insurance Fund Series Interests of the Sali Multi-Series Fund

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L.P., 1,654,146 shares of common stock held of record by GoldenTree Master Fund, Ltd., 244,485 shares of common stock held of record by GN3 SIP Limited, 277,750 shares of common stock held of record by San Bernadino County Employees’ Retirement Association, 33,390 shares of common stock held of record by High Yield and Bank Loan Series Trust, 49,020 shares of common stock held of record by GT NM, LP, 15,242 shares of common stock held of record by Louisiana State Employees’ Retirement System and 17,504 shares of common stock held of record by Crown Managed Accounts SPC – Crown/GT Segregated Portfolio. The shares are beneficially owned by certain funds and accounts (the “GTAM Funds”) that are managed by GoldenTree Asset Management LP (“GTAM LP”). GoldenTree Asset Management LLC (“GTAM LLC”) is the General Partner of GTAM LP. Steven A. Tananbaum is the Sole Managing Member of GTAM LLC. GTAM LP has discretionary authority to trade the shares and make voting and investment decisions relating to such shares via an investment management agreement with the relevant GTAM Funds. GTAM LP is not the beneficial owner of the shares. The business address for each of the funds explicitly named in this footnote is 300 Park Avenue, 21st Floor, New York, NY 10022.

(3)
Consists of 5,299,340 shares of common stock held of record by Paulson Credit Opportunities Master LTD and 490,247 shares of common stock held of record by Paulson Credit Opportunities Master II LTD. Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the listed investment companies or funds. In its role as investment advisor, or manager, Paulson possesses voting and investment power over the securities that are owned by the listed investment companies and funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the listed investment companies and funds. The address of each of the entities and individuals explicitly named in this footnote is c/o Paulson & Co. Inc., 1133 Avenue of the Americas, New York, NY 10036.

(4)
Mr. Stephen A. Feinberg indirectly controls Yosemite. Mr. Feinberg disclaims any beneficial ownership of the shares held by Yosemite, except to the extent of his pecuniary interest therein. Pursuant to a Pledge Agreement, dated as of June 30, 2017 (the “Indemnification Agreement”), Yosemite has granted a pledge over the shares to secure payment of certain taxes relating to UTPs for which Yosemite has indemnified the Company pursuant to the Indemnification Agreement. If Yosemite is required to pay the Company any amounts pursuant to the Indemnification Agreement, Yosemite may elect to pay such amounts in cash and/or shares. The address of the entity explicitly named in this footnote is c/o Cerberus Capital Management L.P, ATTN: Office of the General Counsel, 875 Third Ave., 11th Floor, New York, NY 10022.

(5)
Consists of 3,314,258 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(6)
Consists of 292,537 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(7)
Consists of 292,537 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(8)
Consists of 292,537 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(9)
Consists of 292,537 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(10)
Consists of 809,813 shares of common stock and of 200,000 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(11)
Consists of 117,015 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(12)
Consists of 200,000 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(13)
Consists of 200,000 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(14)
Consists of 117,015 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020.

(15)
Consists of 36.436 shares issuable pursuant to options that are exercisable within 60 days of June 1, 2020, and 33,296,492 shares held of record by the affiliates of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock held by the affiliates of Mudrick Capital. The total shares represented for Mr. Mudrick includes 33,296,492 shares of common stock held by the affiliates of Mudrick Capital.

(16)
Consists of shares 1,534,865 of common stock held of record by Grosvenor Opportunistic Credit Master Fund III, Ltd., 64,667 shares of common stock held of record by Grosvenor Opportunistic Credit Master Fund III (TI) L.P., 963,021 shares of common stock held of record by GCM Grosvenor Special Opportunities Master Fund, Ltd., 84,594 shares of common stock held of record by SC Absolute Return Fund LLC Growth Series, 16,631 shares of common stock held of record by LSM II, L.P. and 47,493 shares of common stock held of record by Grosvenor See Blue Fund, Ltd. Grosvenor Capital Management, L.P., an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the funds. Grosvenor Capital’s investment committee has the power to vote or to direct the vote of, and to dispose of, or to direct the disposition of, the common stock held by the funds. The members of Grosvenor Capital’s investment committee are Frederick Pollock, David Richter, Brad Meyers and David Small. Grosvenor Capital may be deemed to indirectly beneficially own the securities directly owned by the listed investment companies and funds. The address of each of the entities explicitly named in this footnote is ATTN Investment Implementation, 900 N Michigan Ave. STE 1100, Chicago, IL, 60611.

(17)
Consists 889,703 shares issuable pursuant to options that are exercisable within 60 days of June 2, 2020, held of record by certain of our employees not listed above who, as a group, own 1.60% of our total outstanding shares, with no single holder owning more than 1% of our total outstanding shares.

(18)
Consists of 2,014,009 shares of common stock held of record by Registered Stockholders not listed above who, as a group, own 3.63% of our total outstanding shares, with no single holder owning more than 1% of our total outstanding ordinary shares.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Set forth below is a description of certain relationships and related person transactions between us or our subsidiaries and our directors, executive officers or holders of more than 5% of our voting securities.

Amended and Restated Stockholders’ Agreement

In connection with the filing of this prospectus, we intend to amend and restate the Stockholders’ Agreement. The Amended and Restated Stockholder agreement will be entered into by the Company, and each     (each, a “Nominating Stockholder Group”) and    , for the purpose of providing for certain rights and obligations of the Company and each of the stockholders party thereto upon and after the consummation of this listing (the “A&R Stockholders’ Agreement”). Pursuant to the terms of the A&R Stockholders’ Agreement, each Nominating Stockholder Group, for so long as it and its affiliates together hold at least 10% of the number of shares of our common stock outstanding, will have the right to nominate one director for every 10% of the outstanding common stock held by such Nominating Stockholder Group. The A&R Stockholder’s Agreement includes provisions enabling the stockholders to require us, at our expense, to register shares of our common stock that they hold under certain circumstances, including the requirement to file a “shelf” registration. The A&R Stockholders’ Agreement also provides that we will pay certain expenses of these electing holders relating to such registrations. For a detailed description of the A&R Stockholders’ Agreement, see “Shares Eligible for Future Sale — Amended and Restate Stockholders’ Agreement.”

Indemnification Agreement

On June 30, 2019, as part of the consideration paid by the Company in connection with the YP Acquisition, Yosemite, an affiliate of Cerberus, was issued 3,248,487 shares of common stock of the Company. Yosemite has granted a pledge over the shares to secure the payment of certain taxes relating to UTPs for which Yosemite has indemnified the Company pursuant to the Indemnification Agreement. If Yosemite is required to pay the Company any amounts pursuant to the Indemnification Agreement, Yosemite may elect to pay such amounts in cash and/or shares.

Our Indebtedness

Senior Term Loan Facility

On December 31, 2018, the Company entered into the Term Loan Agreement. The Term Loan Agreement provides for the Senior Term Loan in the original principal amount of $825.0 million. As of March 31, 2020, $576.0 million was outstanding. Interest on the Senior Term Loan is computed at a rate per annum equal to on any day (a) at the Company’s election, either (i) an amount equal to the greater of (A) a base rate determined by reference to the rate of interest per annum announced by The Wall Street Journal as its prime rate on such day, (B) the federal funds effective rate on such date plus 1/2 of 1.00%, (C) LIBOR with an Interest Period of one month commencing on such day plus 1.00% and (D) 2.00% or (ii) if available, LIBOR determined by reference to the applicable Reuters screen page two business days prior to the commencement of the interest period relevant to the subject borrowing, adjusted for certain additional costs, which may not be less than 1.00% plus (b) an applicable margin. The applicable margin for the Senior Term Loan is (i) 9.00% per annum, in the case of LIBOR loans and (ii) 8.00% per annum, in the case of base rate loans.

On January 28, 2019, affiliates of Mudrick Capital, and on January 31, 2019, affiliates of GoldenTree and Paulson, each of which beneficially own more than 5% of our common stock, became lenders under the Senior Term Loan, holding a 3.2%, 18.8% and 9.1% interest, or approximately $19.2 million, $114.7 million and $55.5 million, as of December 31, 2019, respectively. Based on this ownership, $2.0 million, $11.3 million and $5.8 million in interest payments were made to affiliates of Mudrick Capital, GoldenTree and Paulson during the year ended December 31, 2019, respectively. See “Description of Material Indebtedness — Senior Credit Facilities.”

Stock Repurchases

On June 9, 2020, we repurchased 463,744 shares from affiliates of Grosvenor Capital Management, L.P. (“Grosvenor”), a holder of more than 5% of our voting securities prior to the repurchase, at a purchase price of approximately $5.87 per share of common stock, for an aggregate price of approximately $2,719,859.

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On May 1, 2019, we completed the Tender Offer, pursuant to which we repurchased a total of 43,114,961 shares and 4,186,834 stock options at a purchase price of $10.15 per share of common stock or stock option, less the exercise price of $2.04 per stock option, for an aggregate price of $437,962,271 and $33,901,447, respectively.

The following table summarizes our repurchases of shares of our common stock and options from our directors, executive officers or holders of more than 5% of our voting securities.

Stockholder	Shares Purchased	Options Purchased	Aggregate Purchase Price
5% Stockholders:
Affiliates of Mudrick Capital(1)	31,437,732	26,374	$202,792,708
Affiliates of GoldenTree(2)	11,710,661	—	$75,229,303
Affiliates of Paulson(3)	15,855,725	—	$102,171,300
Affiliates of Grosvenor(4)	463,744	—	$2,719,859
Directors and Executive Officers:
Joseph A. Walsh	—	2,074,630	$16,825,249
Paul D. Rouse	—	207,463	$1,682,525
Gordon Henry	—	207,463	$1,682,525
James McCusker	—	207,463	$1,682,525
Deb Ryan(5)	—	165,970	$1,346,017
John Wholey	—	207,463	$1,682,525
Lesley Bolger	—	2,075	$16,828
Peter Glusker	—	82,985	$673,008
Ross Levinsohn	—	82,985	$673,008
Directors and Executive Officers:
Participating Directors and Executive Officers as a Group (9 persons)	—	3,197,004	$26,264,010

(1)
26,374 options were repurchased from Verto Direct Opportunity, L.P. 1,225,609 shares and 30,212,123 shares were repurchased from Trustees of Grinnell College and Verto Direct Opportunity, L.P.

(2)
562,712 shares, 59,196 shares, 10,482,952 shares, 134,248 shares, 41,742 shares and 429,811 shares were repurchased from GN3 SIP Limited, GoldenTree Insurance Fund Series Interests of the Sali Multi-Series Fund, L.P., GoldenTree 2004 Trust, GT NM, LP, Louisiana State Employees’ Retirement System and San Bernadino County Employees’ Retirement Association, respectively.

(3)
14,513,104 shares and 1,342,621 shares were repurchased from Paulson Credit Opportunities Master Ltd. and Paulson Credit Opportunities Master, respectively.

(4)
262,528 shares, 11,061 shares, 164,718 shares, 14,469 shares, 2,845 shares and 8,123 shares were repurchased from Grosvenor Opportunistic Credit Master Fund III, Ltd., Grosvenor Opportunistic Credit Master Fund III (TI) L.P., GCM Grosvenor Special Opportunities Master Fund, Ltd., SC Absolute Return Fund LLC Growth Series, LP, LSM II, L.P, Grosvenor See Blue Fund, Ltd. Grosvenor Capital Management, L.P. respectively. Following the June 15, 2020 repurchase, Grosvenor no longer holds more than 5% of our voting securities.

(5)
Ms. Ryan was an executive officer in fiscal year 2019. See “— Other Transactions — Deb Ryan Severance Agreement.”

Other Transactions

Stock Option Grants

We have granted stock options to our executive officers and certain of our directors. See “Executive and Director Compensation—Components of Our NEO Compensation Program—Stock Incentive Plan—Non-Qualified Stock Option Awards in Fiscal Year 2019.”

Deb Ryan Separation Agreement

On July 24, 2020, we entered into a separation agreement and release (the “Separation Agreement”) and a stock option cancellation agreement (the “Option Cancellation Agreement”) with Deb Ryan, our former Chief Human Resources Officer and Executive Vice President. Ms. Ryan’s separation was effective July 24, 2020. Pursuant to the Separation Agreement, Ms. Ryan agreed to certain ongoing cooperation obligations and to provide certain releases and waivers as contained in the Separation Agreement. As consideration under the Separation Agreement, the Company agreed to provide Ms. Ryan compensation and benefits as follows: (i) a

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cash severance payment of $896,808; (ii) a prorated short term incentive bonus calculated in accordance with the Company’s short term incentive program for fiscal year 2020 applicable to Executive Vice Presidents; (iii) basic life insurance coverage for 18 months following July 24, 2020; and (iv) outplacement benefits for up to a year pursuant to the EVP Severance Plan. In addition, pursuant to the Option Cancellation Agreement, 234,030 vested and 200,000 unvested stock options granted to Ms. Ryan were canceled in exchange for a total cash payment of $896,335.

Board Compensation

Our directors receive compensation for their service as members of our Board. See “Executive and Director Compensation—Compensation Tables—Non-Employee Director Compensation.”

Employment Agreement

We have entered into an employment agreement with Mr. Walsh, our President and CEO. See “Executive and Director Compensation—NEO Employment Agreements and Arrangements—Joe Walsh Employment Agreement.”

Indemnification Agreements

We intend to enter into indemnification agreements with each of our executive officers and directors prior to the completion of this listing. The indemnification agreements will provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Policies for Approval of Related Person Transactions

In connection with this listing, we will adopt a written policy relating to the approval of related person transactions. A “related person transaction” is a transaction or arrangement or series of transactions or arrangements in which we participate (whether or not we are a party) and a related person has a direct or indirect material interest in such transaction. Our audit committee will review and approve or ratify all relationships and related person transactions between us and (i) our directors, director nominees or executive officers, (ii) any 5% record or beneficial owner of our common stock, or (iii) any immediate family member of any person specified in (i), (ii), and (iii) above. The audit committee will review all related person transactions and, where the audit committee determines that such transactions are in our best interests, approve such transactions in advance of such transaction being given effect.

As set forth in the related person transaction policy, in the course of its review and approval or ratification of a related party transaction, the audit committee will, in its judgment, consider in light of the relevant facts and circumstances whether the transaction is, or is not inconsistent with, our best interests, including consideration of various factors enumerated in the policy.

Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. However, such member of the audit committee will provide all material information concerning the transaction to the audit committee. Our policy also includes certain exceptions for transactions that need not be reported and provides the audit committee with the discretion to pre-approve certain transactions.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

Senior Credit Facilities

Senior Term Loan Facility

On July 29, 2016, the Company entered into the Original Term Facility, which was amended on June 30, 2017 to finance the YP Acquisition. On December 31, 2018, the Company entered into the Term Loan Agreement pursuant to which the lenders party thereto agreed to provide a Senior Term Loan in the original principal amount of $400.0 million (as amended by that certain First Amendment to the Amended and Restated Credit Agreement, dated January 28, 2020), which was increased to $825.0 million on January 31, 2019. Wilmington Trust, National Association is the administrative agent under the Term Loan Agreement.

Revolving Facility (ABL)

On December 15, 2016, the Company entered into the Original ABL Facility, which was amended on April 21, 2017. On June 30, 2017, the Company entered into the Amended and Restated Credit Agreement (as amended by that certain First Amendment to the Amended and Restated Credit Agreement, dated as of January 31, 2019, that certain Second Amendment to the Amended and Restated Credit Agreement, dated as of March 21, 2019), that certain Third Amendment to the Amended and Restated Credit Agreement, dated as of August 20, 2019 and that certain Fourth Amendment to the Amended and Restated Credit Agreement, dated as of January 28, 2020) pursuant to which the lenders thereto agreed to provide the ABL Facility in an initial amount of (i) $350.0 million from June 30, 2017 through December 31, 2017, (ii) $325.0 million from January 1, 2018 through June 30, 2018, (iii) $300.0 million July 1, 2018 through December 31, 2018, (iv) $275.0 million from January 1, 2019 through June 30, 2019, (v) $250.0 million from July 1, 2019 through December 31, 2019, (vi) $225.0 million from January 1, 2020 through June 30, 2020 and (vii) $200.0 million after July 1, 2020, which was subsequently amended to (i) $225.0 million from January 31, 2019 through December 31, 2019, (ii) $200.0 million from January 1, 2020 through June 30, 2020, (iii) $175.0 million from July 1, 2020 through December 31, 2020, (iv) $150.0 million from January 31, 2021 through June 30, 2021, (v) $125.0 million from July 1, 2021 through December 31, 2021 and (vi) $100.0 million after January 1, 2022. Wells Fargo, National Association is the administrative agent under the ABL Facility.

Availability under the ABL Facility is limited to the lesser of (a) 75% of the aggregate revolving commitments and (b) the then applicable Borrowing Base. The Borrowing Base equals the sum of the following:

• 85% of our eligible billed accounts,

• 60% of our eligible installment accounts, plus

• 85% of our eligible credit card accounts, plus

• 85% of the amount of eligible alpha accounts, minus

• any reserves established by the administrative agent for the ABL facility in its reasonable business judgment.

Interest Rate and Fees

Borrowings under the Senior Credit Facilities bear interest at a rate per annum equal to:

• in the case of borrowings denominated in U.S. dollars on any day (a) at our election, either (i) an amount (in the case of the Senior Term Loan, not less than 2.00%) equal to the greater of (A) a base rate determined by reference to the rate of interest per annum announced by The Wall Street Journal as its prime rate on such day, (B) the federal funds effective rate on such day plus 1/2 of 1.00% and (C) LIBOR plus 1.00% or (ii) if available, LIBOR for U.S. dollars determined by reference to the applicable Reuters screen page two business days prior to the commencement of the interest period relevant to the subject borrowing, adjusted for certain additional costs, which may not, with respect to the Senior Term Loan only, be less than 1.00%, plus (b) an applicable margin; and

• the case of borrowings under the ABL Facility denominated in U.S. Dollars on any day, (a) at our election, either (i) an amount equal to the greater of (A) a base rate determined by reference to the rate of interest per annum announced by Wells Fargo Bank, National Association as its prime rate on such day, (B) the federal funds effective rate on such date plus 1/2 of 1.00% and (C) LIBOR plus 1.00% or

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(ii) if available, LIBOR determined by reference to the applicable Reuters screen page as determined by the administrative agent for the daily three month LIBOR interest period, adjusted for certain additional costs, which may not, in the case of borrowings of ABL Facility only, be less than 0.00% plus (b) an applicable margin.

The applicable margin for the Senior Term Loan is (i) 9.00% per annum, in the case of LIBOR loans and (ii) 8.00% per annum, in the case of base rate loans.

The applicable margin for the ABL Facility is (i) 4.00% per annum, in the case of LIBOR loans and (ii) 3.00% per annum, in the case of base rate loans.

The following fees are required to be paid under the Senior Term Loan:

• a customary annual administration fee to the Senior Term Loan administrative agent.

The following fees are required to be paid under the ABL Facility:

• a customary annual administration fee to the ABL Facility administrative agent;

• a letter of credit fee to the ABL Facility administrative agent for the issuing banks; and

• an unused line fee to the ABL Facility administrative agent for the lenders.

The expected discontinuation of LIBOR could have an impact on our liquidity and results of operations. See “Risk Factors—Risks Related to our Indebtedness—Uncertainty relating to LIBOR and the potential discontinuation of LIBOR in the future may adversely affect our liquidity, results of operations, financial condition and prospects.”

Voluntary Prepayments

Subject to certain notice requirements, we may voluntarily prepay outstanding loans under the Senior Term Loan in whole or in part subject to a prepayment premium (subject to certain exceptions) of (i) 2.00% after December 31, 2018 and on or prior to December 31, 2019 and (ii) 1.00% after December 31, 2019 and on or prior to December 31, 2020. Any prepayment shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $1.0 million or, if less, the amount outstanding, subject to the requirements of this Section.

Subject to certain notice requirements, we may voluntarily prepay outstanding loans under the ABL Facility in whole or in part without premium or penalty.

Mandatory Prepayments

The documentation governing the Senior Term Loan requires us to prepay the Senior Term Loan:

• with 100% of excess cash flow (determined in accordance with the terms of the documentation governing the Senior Term Loan) for each fiscal quarter, minus, at the option of the Company, the amount of certain voluntary prepayments under the Senior Term Loan (subject to stepdowns to (i) 75% if the adjusted first lien leverage ratio is 1.50:1.00 or less and (ii) 50% if the adjusted first lien leverage ratio is 1.00:1.00 or less);

• with 100% of the (i) cash proceeds received in respect of any debt or equity received, insurance proceeds, condemnation awards, net of any fees, expenses, and taxes, and (ii) amount of any reserves for any contingent liability determined to be reversed; or

• upon the occurrence of a change in control.

The documentation governing the ABL Facility requires us to prepay the ABL Facility when:

• the amount drawn on the revolver exceeds the lesser of (i) the borrowing base or (ii) the trailing 90-day collections.

Final Maturity

The Senior Term Loan will mature on December 31, 2023 and does not require amortization payments.

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As of December 31, 2018, the maturity date of the ABL Facility was June 30, 2022 or ninety-one (91) days prior to the stated maturity date of the Original Term Facility. The maturity date of the ABL Facility was subsequently amended to December 31, 2023 or 91 days prior to the stated maturity date of the Senior Term Loan.

Guarantors

The obligations under the Senior Credit Facilities are held by an operating subsidiary and guaranteed by the Company.

Security

The obligations under the Senior Term Loan are secured by all property of the issuer, the Company and its subsidiaries, now owned or hereafter acquired, upon which a lien is purported to be created by that certain Second Amended and Restated Guarantee and Collateral Agreement, dated as of December 31, 2018, by and among the issuer, the Company and the Senior Term Loan administrative agent.

The obligations under the ABL Facility are secured by all property of the issuer, the Company and its subsidiaries, now owned or hereafter acquired, upon which a lien is purported to be created by that certain Amended and Restated Guaranty and Security Agreement, dated as of December 31, 2018, by and among the issuer, the Company, and the ABL Facility administrative agent.

Certain Covenants, Representations and Warranties

The Term Loan Agreement governing the Senior Term Loan contains customary representations and warranties, affirmative covenants (including reporting obligations) and negative covenants. With respect to the negative covenants, these restrictions include, among other things and subject to certain exceptions, restrictions on the ability of the issuer, the Company and its subsidiaries’ ability to:

• incur additional indebtedness;

• issue preferred stock;

• create, incur, assume or permit liens;

• consolidate, merge, liquidate, wind up or dissolve;

• make, purchase, hold or acquire investments, including acquisitions, loans and advances;

• pay dividends or make other distributions in respect of equity;

• make payments in respect of junior lien or subordinated debt;

• sell, transfer, lease, license or sublease or otherwise dispose of assets;

• enter into any sale and leaseback transactions;

• enter into any swap agreement;

• engage in transactions with affiliates;

• enter into any restrictive agreement;

• materially alter the business that we conduct;

• change its fiscal year for accounting and financial reporting purposes;

• permit any subsidiary to, make or commit to make any capital expenditure; and

• amend or otherwise change the terms of the documentation governing certain restricted debt.

The Amended and Restated Credit Agreement governing the ABL Facility contains customary representations and warranties, affirmative covenants (including reporting obligations) and negative covenants. With respect to the negative covenants, these restrictions include, among other things and subject to certain exceptions, restrictions on the ability of the issuer, the Company and its subsidiaries’ ability to:

• incur additional indebtedness;

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• issue or sell its stock;

• create, incur, assume or permit liens;

• consolidate, merge, liquidate, wind up or dissolve;

• make, purchase, hold or acquire investments, including acquisitions, loans and advances;

• pay dividends or make other distributions in respect of equity;

• make payments in respect of junior lien or subordinated debt;

• engage in transactions with affiliates;

• enter into any restrictive agreement; and

• amend or otherwise change the terms of the documentation governing certain restricted debt.

Financial Covenant

The Senior Term Loan contains a financial covenant that does not permit the total indebtedness to consolidated EBITDA as of the last day of each fiscal quarter to exceed 3.50:1.00.

The ABL Facility contains the following financial covenants:

(a)
Fixed Charge Coverage Ratio. The fixed charge coverage ratio, measured on a quarter-end basis, must be at least 1.00 to 1.00 as of the last day of each fiscal quarter.

(b)
Excess Availability. Excess availability under the ABL Facility must be at least $14.0 million at all times.

Events of Default

The lenders under the Senior Term Loan are permitted under certain circumstances to accelerate the loans and terminate commitments thereunder and to exercise other remedies upon the occurrence of certain customary events of default, subject to specified grace periods, thresholds, and exceptions. These events of default include, among others, payment defaults, cross-defaults to certain material indebtedness, covenant defaults, material inaccuracy of representations and warranties, bankruptcy events, material judgments, material defects with respect to guarantees and collateral and ERISA defaults.

The lenders under the ABL Facility are permitted under certain circumstances to accelerate the loans and terminate commitments thereunder and to exercise other remedies upon the occurrence of certain customary events of default, subject to specified grace periods, thresholds, and exceptions. These events of default include, among others, payment defaults, cross-defaults to certain material indebtedness, covenant defaults, material inaccuracy of representations and warranties, bankruptcy events, material judgments, material defects with respect to guarantees and collateral, ERISA defaults, change of control, or termination of the intercreditor agreement or termination of subordination provisions.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of (i) the material terms of our fourth amended and restated certificate of incorporation and second amended and restated bylaws as they will be in effect upon the consummation of this listing and (ii) certain applicable provisions of Delaware law. We refer you to our fourth amended and restated certificate of incorporation and second amended and restated bylaws, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part.

Authorized Capitalization

Our authorized capital stock shall consist of 250,000,000 shares of common stock, par value $0.01 per share and 50,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2020, 56,985,914 shares of our common stock are outstanding and no shares of our preferred stock were outstanding. Additionally, following the completion of this listing, we also will have registered     shares of common stock reserved for issuance under our Stock Incentive Plan of which     options to purchase shares of common stock are outstanding. See “Executive and DirectorCompensation—Components of our NEO Compensation Program—Stock Incentive Plan.”

Common Stock

Holders of our common stock are entitled to the rights set forth below.

Voting Rights

Holders of our common stock are entitled to one vote per share. Directors will be elected by a plurality of the votes cast by the holders of stock entitled to vote in the election. Our stockholders will not have cumulative voting rights. Except as otherwise provided in our fourth amended and restated certificate of incorporation or second amended and restated bylaws or as required by law, all matters to be voted on by our stockholders other than matters relating to the election and removal of directors must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter or by a written resolution of the stockholders representing the number of affirmative votes required for such matter at a meeting.

Dividend Rights

Holders of common stock will share equally in any dividend declared by our Board, subject to the rights of the holders of any outstanding preferred stock.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, distribution of assets, or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.

Other Rights

Our stockholders have no preemptive or other rights to subscribe for additional shares. All holders of our common stock are entitled to share equally on a share-for-share basis in any assets available for distribution to common stockholders upon our liquidation, dissolution or winding up. All outstanding shares are validly issued, fully paid and nonassessable.

Amended and Restated Stockholders’ Agreement

In connection with the filing of this prospectus, we intend to amend and restate the Stockholders’ Agreement. The Amended and Restated Stockholder agreement will be entered into by the Company, and each    , for the purpose of providing for certain rights and obligations of the Company and each of the stockholders party thereto upon and after the consummation of this listing. Pursuant to the terms of the A&R Stockholders’ Agreement, each Nominating Stockholder Group, for so long as it and its affiliates together hold at least 10% of the number of shares of our common stock outstanding, will have the right to nominate one director

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for every 10% of the outstanding common stock held by such Nominating Stockholder Group. The A&R Stockholder’s Agreement includes provisions enabling the stockholders to require us, at our expense, to register shares of our common stock that they hold under certain circumstances, including the requirement to file a “shelf” registration. The A&R Stockholders’ Agreement also provides that we will pay certain expenses of these electing holders relating to such registrations. For a detailed description of the A&R Stockholders’ Agreement, see “Shares Eligible for Future Sale — Amended and Restate Stockholders’ Agreement.”

Preferred Stock

Our Board is authorized to provide for the issuance of preferred stock in one or more series and to fix the designations, powers, rights and preferences of the shares of each such series, and qualifications, limitations and restrictions thereof, including voting rights, dividend rights, conversion rights, exchange rights, liquidation rights and redemption rights and to fix the number of shares to be included in any such series without any further vote or action by our stockholders. Any preferred stock so issued may rank senior to our common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up, or both. In addition, any such shares of preferred stock may have class or series voting rights. The issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our common stock. Our Board has not authorized the issuance of any shares of preferred stock, and we have no agreements or plans for the issuance of any shares of preferred stock.

Warrants

On August 15, 2016, we entered into a Warrant Agreement by and among us, Computershare, Inc. and Computershare Trust Company, N.A. (as amended, the “Warrant Agreement”). The Warrant Agreement governs the terms and rights of our warrants to purchase shares of common stock at the applicable exercise price of such warrants. Each warrant represents the right to purchase one share of common stock at an initial exercise price of $13.55 per share. The warrants were issued in connection with the extinguishment of certain outstanding indebtedness in connection with our Restructuring. As of March 31, 2020, 10,459,141 warrants are outstanding and holders of such warrants are entitled to purchase in the aggregate, up to 10,459,141 shares of common stock.

Exercise

The warrants may be exercised in whole or in part at any time prior to the expiration time of 5:00 p.m. Pacific time on August 15, 2023. The warrants may be exercised upon delivery of a duly completed exercise notice on or prior to the expiration time at the offices of the warrant agent, accompanied by full payment of the exercise price for the number of warrants being exercised and a duly executed joinder to the Company’s A&R Stockholders Agreement. Following the termination of the A&R Stockholders Agreement, execution of a joinder will not be required.

Fractional Shares

No fractional shares will be issued upon the exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share of common stock, we will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder in accordance with the terms of the Warrant Agreement.

Limitations on Exercise

Each warrant not exercised prior to the expiration time shall become void, and all rights of the warrant holder under the Warrant Agreement shall cease. If a sale of the Company (as defined in the Warrant Agreement) is consummated prior to the expiration time in which 100% of the consideration paid to or received by non-employee holders of common stock in such sale of the Company consists of cash and the sale price is less than or equal to the exercise price on the date the sale of the Company is consummated, each warrant not exercised at or before that date shall also become void.

Rights as Stockholders

The warrant holders do not have the rights or privileges of holders of common stock including, without limitation, the right to vote or to consent or to receive notice as a stockholder in respect of any meeting of

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stockholders for the election of directors of the Company or any other matter, to receive dividends on warrant shares or any rights whatsoever as stockholders of the Company, until such warrant is duly exercised in accordance with the Warrant Agreement and such warrant holder is issued shares of common stock in connection therewith.

Restrictions on Transfer

The warrants are transferable, provided that such transfer (i) would be permitted under the terms of our Stockholders Agreement if such warrant constituted shares of common stock and (ii) is not made to a competitor without approval of our Board. The warrants are not transferable, however, if as a result of the transfer, the warrants would be held of record by 1,980 or more persons or 480 or more persons who are not “accredited investors”, or otherwise in circumstances that our Board determines would require us to file reports under the Exchange Act if we are not otherwise subject to such requirements.

Amendment/Termination

The terms of the warrants may be amended, modified or waived by us together with the affirmative vote or consent of the majority holders of the warrants then outstanding; provided that if (i) the exercise price would be increased and/or the number of warrant shares would be decreased (other than pursuant to the adjustment) or (ii) the expiration time is modified to occur earlier, then the consent of each warrant holder affected thereby is required. We and the warrant agent, however, may supplement or amend the Warrant Agreement as necessary without the approval of the warrant holders to cure any ambiguity or mistake so long as such amendment does not adversely affect, alter or change the interests of any warrant holder.

Anti-takeover Provisions

Our fourth amended and restated certificate of incorporation and second amended and restated bylaws will contain provisions that delay, defer, or discourage transactions involving an actual or potential change in control of us or change in our management. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions will be designed to encourage persons seeking to acquire control of us to first negotiate with our Board, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they will also give our Board the power to discourage transactions that some stockholders may favor, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Accordingly, these provisions could adversely affect the price of our common stock.

Classified Board of Directors

Our fourth amended and restated certificate of incorporation will provide that our Board will be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our fourth amended and restated certificate of incorporation will provide that the number of directors constituting the entire board may be changed only by the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our second amended and restated bylaws will also provide that a director may be removed by the affirmative vote of the holders of a majority of our outstanding shares of capital stock entitled to vote generally in the election of directors, and only for cause. Any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by the vote of a majority of our directors then in office. Our classified Board could have the effect of delaying or discouraging an acquisition of us or a change in our management. See “Risk Factors — Risks Related to Ownership of Our Common Stock — Anti-takeover provisions in our certificate of incorporation and bylaws and certain provisions of Delaware law could delay or prevent a change of control that may be favored by some stockholders.”

Special Meetings of Stockholders and Requirements for Advance Notification of Stockholder Meetings, Nominations, and Proposals

Our second amended and restated bylaws will provide that special meetings of the stockholders may be called upon the request of a majority of our Board, the Chairman of our Board or the President and only Chief Executive Officer. Our second amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or management of our company.

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Our second amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our Board or a committee of our Board. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with the advance notice requirements of directors, which may be filled only by a vote of a majority of directors then in office, even though less than a quorum, and not by the stockholders. Our second amended and restated bylaws will allow the chairman of any meeting of stockholders to determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

No Stockholder Action by Written Consent

Our fourth amended and restated certificate of incorporation and our second amended and restated bylaws will provide that after the time that Mudrick Capital and its affiliates collectively own less than 40% of our then outstanding common stock, subject to the rights of any holders of preferred stock to act by written consent instead of a meeting, stockholder action may be taken only at an annual meeting or special meeting of stockholders and may not be taken by written consent instead of a meeting. Failure to satisfy any of the requirements for a stockholder meeting could delay, prevent or invalidate stockholder action.

Section 203 of the DGCL

Our fourth amended and restated certificate of incorporation will provide that the provisions of Section 203 of the DGCL, which relate to business combinations with interested stockholders, do not apply to us. Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder (a stockholder who owns more than 15% of our common stock) for a period of three years after the interested stockholder became such unless the transaction fits within an applicable exemption, such as Board approval of the business combination or the transaction that resulted in such stockholder becoming an interested stockholder. These provisions apply even if the business combination could be considered beneficial by some stockholders. Our fourth amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203 of the DGCL but will provide that Mudrick Capital and any of its affiliates or successors, and any group as to which such persons are party do not constitute interested stockholders for purposes of these provisions for so long as they collectively own, directly or indirectly, 10% or more of the voting power of our then outstanding shares of voting stock. Although we have elected to opt out of the statute’s provisions, we could elect to be subject to Section 203 in the future.

Amendment to Bylaws and Certificate of Incorporation

Any amendment to our fourth amended and restated certificate of incorporation must first be approved by a majority of our Board and, if required by law, thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment. Our second amended and restated bylaws may be amended (x) by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the bylaws, without further stockholder action or (y) by the affirmative vote of at least a majority of the outstanding shares entitled to vote on the amendment, without further action by our Board.

Renouncement of Corporate Opportunity

Our fourth amended and restated certificate of incorporation will provide that, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to Mudrick Capital or any of its affiliates (including, but not limited to, any entity that, directly or indirectly, controls, is controlled by or is under common control with it), successors, directly or indirectly managed funds or vehicles, partners, principals, directors, officers, members, managers and employees (other than our company and its subsidiaries) (“Exempted Persons”), even if the opportunity is one that we might reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so. No such Exempted Persons will be liable to us for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires any such business opportunity, directs any

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such business opportunity to another person or fails to present any such business opportunity, or information regarding any such business opportunity, to us. None of the Exempted Persons has any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries.

Exclusive Forum

Our second amended and restated bylaws will provide, subject to limited exceptions, that the state or federal court located within the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our fourth amended and restated certificate of incorporation or our second amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine. This exclusive forum provision will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws and rules and regulations promulgated thereunder for which there is exclusive federal or concurrent federal and state jurisdiction. The federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our second amended and restated bylaws described above.

Listing

We intend to apply to have our common stock listed on Nasdaq under the symbol “THRV”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Inc.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to the listing of our common stock on Nasdaq, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of our common stock in the public market following our listing on Nasdaq, or the perception that such sales could occur, could adversely affect the public price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. We will have no input if and when any Registered Stockholder may, or may not, elect to sell its shares of common stock or the prices at which any such sales may occur. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time.

Upon the effectiveness of the registration statement of which this prospectus forms a part, based on the number of shares of our capital stock outstanding as of March 31, 2020, we will have a total of 56,985,914 shares of our common stock outstanding.

Shares of our common stock will be deemed “restricted securities” (as defined in Rule 144 under the Securities Act). Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. Following the listing of our common stock on Nasdaq, shares of our common stock may be sold either by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 of the Securities Act.

As further described below, until we have been a reporting company for at least 90 days, only non-affiliates who have beneficially owned their shares of common stock for a period of at least one year will be able to sell their shares of common stock under Rule 144, which is expected to include approximately     shares of common stock immediately after our registration.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144 as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after the effectiveness of the registration statement of which this prospectus forms a part; or

• the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144.

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Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

Amended and Restated Stockholders’ Agreement

The A&R Stockholders’ Agreement governs the terms and rights of the shares of common stock held by the stockholders upon and following the consummation of this listing. Certain provisions of the A&R Stockholders’ Agreement are summarized below.

• Board Appointment Rights: So long as the aggregate ownership of any one of the Nominating Stockholder Groups and its affiliates constitutes at least 10% of the outstanding shares of our common stock, such Nominating Stockholder Group shall have the right to designate for nomination one director to our Board for every 10% of the outstanding shares of our common stock that is held by such Nominating Stockholder Group and its affiliates. If a Nominating Stockholder Group and its affiliates’ aggregate ownership falls below 10% of the outstanding shares of our common stock, such Nominating Stockholder Group’s right to nominate any directors to our Board shall automatically terminate and such right to nominate directors, as described above, shall not be restored upon any subsequent increase in the aggregate ownership of such Nominating Stockholder Group to, or in excess of, 10% of the issued and outstanding shares of our common stock. If a Nominating Stockholder Group fails to deliver written notice, nominating its director(s), such Nominating Stockholder Group, shall be deemed to have nominated the director(s) previously nominated or designated by such Nominating Stockholder Group who is/are currently serving on the Board. If at any time the number of directors on the Board that a Nominating Stockholder Group is entitled to designate is less than the number of such Nominating Stockholder Group’s designated directors currently on the Board, such Nominating Stockholder Group shall cause the required number of directors to immediately offer to resign from the Board or not stand for reelection to the Board.

• Demand Registration Rights: Until the Company has an effective “shelf” registration statement or “automatic shelf” registration statement on file, the Stockholders’ Agreement provides any stockholder holding 5% of the outstanding shares of our common stock (the “5% Stockholders”) the right to request the Company to effect the registration of all or a portion of the registrable securities beneficially owned by such 5% Stockholder. We will give prompt written notice of any such registration demand to each of the other 5% stockholders, so they may request to include registrable shares in the registration demand. 5% Stockholders are collectively limited to three registration demands under Form S-1; provided, that no such demands under Form S-1 may be made if the Company is preparing or has a “shelf” registration statement on file. No 5% Stockholder may make a registration demand until the earliest to occur of (i) the six-month anniversary of the Company’s initial public offering of shares of common stock and (ii) the date on which the Board approves the making of a registration demand pursuant to the Stockholders’ Agreement. As soon as reasonably practicable after the Company is eligible to do so, we will prepare and file a “shelf” registration statement and use our commercially reasonable efforts to keep such “shelf” registration statement continuously effective until such date on which all registrable securities included in such “shelf” registration statement have been sold pursuant to the “shelf” registration statement or another registration statement is filed under the Securities Act. Further, once the Company becomes a Well-Known Seasoned Issuer, we shall give prompt written notice to the 5% Stockholders and file an “automatic shelf” registration statement.

• Piggyback Registration Rights: In the event that we propose to file a registration statement with respect to Company securities, whether or not for sale for our own account, with the exception of certain types of registrations, we shall provide each stockholder with written notice of our intention to do so at least 30 days prior to filing such registration statement. Any stockholder may elect to include registrable securities beneficially owned by it in the registration statement to which notice relates, by submitting a written request to us within 15 days after the date of such notice.

• Expenses: We will pay all expenses with respect to registration; provided, that each selling holder shall bear its pro rata share of expenses on the basis of the number of shares, as applicable, sold in such registration, of all underwriting discounts, selling commissions and stock transfer taxes, and each such selling holder shall be responsible for any fees and expenses of any persons retained by such selling holder.

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Registration Statement on Form S-8

We intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of our common stock issuable or reserved for issuance under our Stock Incentive Plan. Shares covered by such registration statement will be eligible for sale in the public market, subject to the Rule 144 limitations applicable to affiliates and vesting restrictions. As of March 31, 2020, an aggregate of 10,860,155 shares of our common stock are reserved for the exercise of outstanding options and future awards granted pursuant to our Stock Incentive Plan.

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PRIVATE SALES OF OUR CAPITAL STOCK

We intend to apply to list our common stock on Nasdaq. Prior to the initial listing, no public market existed for our common stock. Our common stock has a limited history of trading in private transactions. Based on information available to us, on February 28, 2019, the last trading date of our common stock, 200,000 shares of our common stock sold at a price of $10.675 per share. While our financial advisor is expected to consider this price in connection with setting the opening public price of our common stock, this information may have little or no relation to broader market demand for our common stock and thus the opening public price and subsequent public price of our common stock on Nasdaq. As a result, you should not place undue reliance on this historical private sale price as it may differ materially from the opening public price and subsequent public price of our common stock on Nasdaq. See “Risk Factors—Risks Related to Ownership of Our Common Stock— Future sales of common stock by our Registered Stockholders and other existing stockholders could cause our share price to decline.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a general discussion of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the purchase, ownership and disposition of our common stock. This discussion does not provide a complete analysis of all potential U.S. federal income tax considerations relating thereto. This description is based on the Code, and existing and proposed U.S. Treasury regulations promulgated thereunder, administrative pronouncements, judicial decisions, and interpretations of the foregoing, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion is limited to non-U.S. holders who hold shares of our common stock as capital assets within the meaning of Section 1221 of the Code (generally for investment). Moreover, this discussion is for general information only and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor does it discuss special tax provisions, which may apply to you if you are subject to special treatment under U.S. federal income tax laws, such as for certain financial institutions or financial services entities, insurance companies, tax-exempt entities, tax-qualified retirement plans, “qualified foreign pension funds” (and entities all of the interests of which are held by qualified foreign pension funds), dealers in securities or currencies, entities that are treated as partnerships or other pass-through entities for U.S. federal income tax purposes (and partners or beneficial owners therein), foreign branches, “controlled foreign corporations,” “passive foreign investment companies,” former U.S. citizens or long-term residents, corporations that accumulate earnings to avoid U.S. federal income tax, persons deemed to sell common stock under the constructive sale provisions of the Code, and persons that hold common stock as part of a straddle, hedge, conversion transaction, or other integrated investment. In addition, this summary does not address the alternative minimum tax or any state, local or foreign taxes or any U.S. federal tax laws other than U.S. federal income tax laws.

You are urged to consult your own tax advisor concerning the U.S. federal income tax consequences of purchasing, owning and disposing of our common stock, as well as the application of any state, local, foreign income and other tax laws and tax treaties. As used in this section, a “non-U.S. holder” is a beneficial owner of our common stock (other than a partnership or any other entity treated as a pass-through entity for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the U.S.;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust.

If you are an individual, you are a resident alien if you are a lawful permanent resident of the U.S. (e.g., a green card holder) and you may, in many cases, be deemed to be a resident alien, as opposed to a nonresident alien, by virtue of being present in the U.S. for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in and including the current calendar year. For these purposes, all the days present in the U.S. in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. Resident aliens are subject to U.S. federal income tax as if they are U.S. citizens. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the purchase, ownership or disposition of our common stock.

If a partnership or other entity treated as a pass-through entity for U.S. federal income tax purposes is a beneficial owner of our common stock, the tax treatment of a partner in the partnership or an owner of the other pass-through entity will depend upon the status of the partner or owner and the activities of the partnership or other pass-through entity. Any partnership, partner in such a partnership or owner of another pass-through entity holding shares of our common stock should consult its own tax advisor as to the particular U.S. federal income tax consequences applicable to it.

INVESTORS CONSIDERING THE PURCHASE OF OUR COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES OF OTHER FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND APPLICABLE TAX TREATIES.

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Distributions on Common Stock

If we pay distributions on shares of our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a non-U.S. holder’s adjusted tax basis in shares of our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of our common stock. See“— Dispositions of Common Stock.”

Subject to the discussion below regarding effectively connected income, any dividend paid to a non-U.S. holder on our common stock will generally be subject to U.S. federal withholding tax at a 30% rate. The withholding tax might not apply, however, or might apply at a reduced rate, under the terms of an applicable income tax treaty. You are urged to consult your own tax advisor regarding your entitlement to benefits under a relevant income tax treaty. Generally, in order for us or our paying agent to withhold tax at a lower treaty rate, a non-U.S. holder must certify its entitlement to treaty benefits. A non-U.S. holder generally can meet this certification requirement by providing a valid Internal Revenue Service (the “IRS”) Form W-8BEN or IRS Form W-8BEN-E (or other applicable form or documentation), as applicable, to us or our paying agent. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. Even if our current or accumulated earnings or profits are less than the amount of the distribution, the applicable withholding agent may elect to treat the entire distribution as a dividend for U.S. federal withholding tax purposes. A non-U.S. holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Dividends received by a non-U.S. holder that are effectively connected with a U.S. trade or business conducted by the non-U.S. holder and, if required by an applicable income tax treaty, are attributable to a permanent establishment (or, in certain cases involving individual holders, a fixed base) maintained by the non-U.S. holder in the U.S., are generally not subject to such withholding tax. To obtain this exemption, a non-U.S. holder must provide us with a valid IRS Form W-8ECI properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax (provided certain certification and disclosure requirements are satisfied), are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. In addition to the graduated tax described above, such effectively connected dividends received by corporate non-U.S. holders may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

The foregoing discussion is subject to the discussion below under “— Backup Withholding and Information Reporting” and “— Other Withholding Taxes.”

Dispositions of Common Stock

Subject to the discussion below on backup withholding and other withholding requirements, gain realized by a non-U.S. holder on a sale, exchange or other disposition of our common stock generally will not be subject to U.S. federal income or withholding tax, unless:

• the gain (i) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (ii) if required by an applicable income tax treaty, is attributable to a permanent establishment (or, in certain cases involving individual holders, a fixed base) maintained by the non-U.S. holder in the U.S. (in which case the special rules described below apply);

• the non-U.S. holder is an individual who is present in the U.S. for 183 or more days in the taxable year of such disposition and certain other conditions are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by certain U.S. source capital losses, provided the non-U.S holder has timely filed U.S. federal income tax returns with respect to such losses); or

• we are, or become, a “United States real property holding corporation” (a “USRPHC”), for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition of our common stock and the non-U.S. holder’s holding period for our common stock.

Generally, a corporation is a USRPHC if the fair market value of its “United States real property interests” equals 50% or more of the sum of the fair market value of (a) its worldwide real property interests and (b) its other

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assets used or held for use in a trade or business. The tax relating to dispositions of stock in a USRPHC does not apply to a non-U.S. holder whose holdings, actual and constructive, amount to 5% or less of our common stock at all times during the applicable period, provided that our common stock is regularly traded on an established securities market. No assurance can be provided that our common stock will be regularly traded on an established securities market at all times for purposes of the rules described above. Although there can be no assurances in this regard, we believe we have not been and are not currently a USRPHC, and do not anticipate being a USRPHC in the future. You are urged to consult your own tax advisor about the consequences that could result if we are, or become, a USRPHC.

If any gain from the sale, exchange or other disposition of our common stock, (1) is effectively connected with a U.S. trade or business conducted by a non-U.S. holder and (2) if required by an applicable income tax treaty, is attributable to a permanent establishment (or, in certain cases involving individuals, a fixed base) maintained by such non-U.S. holder in the U.S., then the gain generally will be subject to U.S. federal income tax at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. If the non-U.S. holder is a corporation, under certain circumstances, that portion of its earnings and profits that is effectively connected with its U.S. trade or business, subject to certain adjustments, generally would also be subject to a “branch profits tax.” The branch profits tax rate is generally 30%, although an applicable income tax treaty might provide for a lower rate.

Backup Withholding and Information Reporting

Any dividends that are paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns also may be made available to the tax authorities of the country in which the non-U.S. holder resides under the provisions of various treaties or agreements for the exchange of information. Dividends paid on our common stock and the gross proceeds from a taxable disposition of our common stock may be subject to additional information reporting and may also be subject to U.S. federal backup withholding if such non-U.S. holder fails to comply with applicable U.S. information reporting and certification requirements. Provision of an IRS Form W-8 appropriate to the non-U.S. holder’s circumstances will generally satisfy the certification requirements necessary to avoid the additional information reporting and backup withholding.

Backup withholding is not an additional tax. Any amounts so withheld under the backup withholding rules will be refunded by the IRS or credited against the non-U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Other Withholding Taxes

Provisions commonly referred to as “FATCA” impose withholding (separate and apart from, but without duplication of, the withholding tax described above) at a rate of 30% on payments of U.S.-source dividends (including our dividends) paid to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies. Withholding imposed by FATCA may also apply to gross proceeds from the sale or other disposition of domestic corporate stock (including our stock); although, under proposed U.S. Treasury Regulations published on December 18, 2018, no withholding would apply to such gross proceeds. The preamble to the proposed regulations specifies that taxpayers (including withholding agents) are permitted to rely on the proposed regulations pending finalization. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return containing the required information (which may entail significant administrative burden). Non-U.S. holders are urged to consult their own tax advisors regarding the effects of FATCA on their investment in our common stock.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS AND TREATIES.

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PLAN OF DISTRIBUTION

The Registered Stockholders may sell their shares of common stock covered hereby pursuant to brokerage transactions on Nasdaq at prevailing market prices at any time after the shares of common stock are listed for trading. We are not party to any arrangement with any Registered Stockholder or any broker-dealer with respect to sales of shares of common stock by the Registered Stockholders, except we will engage a financial advisor with respect to certain other matters relating to our listing, as further described below. As such, we will have no input if and when any Registered Stockholder may, or may not, elect to sell their shares of common stock or the prices at which any such sales may occur, and there can be no assurance that any Registered Stockholders will sell any or all of the shares of common stock covered by this prospectus.

We will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders. We expect to recognize certain non-recurring costs as part of our transition to a publicly traded company, consisting of professional fees and other expenses. As part of our direct listing, these fees will be expensed in the period incurred and not deducted from net proceeds to the issuer, as they would be in an initial public offering.

On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which I-Bankers, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once I-Bankers has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with the Nasdaq rules. If I-Bankers then approves proceeding at the Current Reference Price, the applicable orders that have been entered will then be executed at such price and regular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with the Nasdaq rules.

Under the Nasdaq rules, the Current Reference Price means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with I-Bankers in its capacity as our financial advisor. In the event that more than one price exists under (iii), I-Bankers will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder, which may require that I-Bankers request that Nasdaq determine the Current Reference Price in its sole discretion.

In determining the Current Reference Price, Nasdaq’s cross algorithms will match orders that have been entered into and accepted by Nasdaq’s system. This occurs with respect to a potential Current Reference Price when orders to buy shares of common stock at an entered bid price that is greater than or equal to such potential Current Reference Price are matched with orders to sell a like number of shares of common stock at an entered asking price that is less than or equal to such potential Current Reference Price. To illustrate, as a hypothetical example of the calculation of the Current Reference Price, if Nasdaq’s cross algorithms matched all accepted orders as described above, and two limit orders remained — a limit order to buy 500 shares of common stock at an entered bid price of $10.01 per share and a limit order to sell 200 shares of common stock at an entered asking price of $10.00 per share — the Current Reference Price would be selected as follows:

• under clause (i), if the Current Reference Price is $10.00, then the maximum number of additional shares that can be matched is 200. If the Current Reference Price is $10.01, then the maximum number of additional shares that can be matched is also 200, which means that the same maximum number of additional shares would be matched at the price of either $10.00 or $10.01;

• because more than one price under clause (i) exists, under clause (ii), the Current Reference Price would be the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the

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number of shares that would remain unmatched at such price). Selecting either $10.00 or $10.01 as the Current Reference Price would create the same imbalance in the limit orders that cannot be matched, because at either price 300 shares would not be matched.

• because more than one price under clause (ii) exists, under clause (iii), the Current Reference Price would be the entered price at which orders for shares of common stock at such entered price will remain unmatched. In such case, choosing $10.01 would cause 300 shares of the 500 share limit order with the entered price of $10.01 to remain unmatched, compared to choosing $10.00, where all 200 shares of the limit order with the entered price of $10.00 would be matched, and no shares at such entered price remain unmatched. Thus, Nasdaq would select $10.01 as the Current Reference Price , because orders for shares at such entered price will remain unmatched. The above example (including the prices) is provided solely by way of illustration.

I-Bankers will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, I-Bankers will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If I-Bankers does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate pre-opening buy and sell interest), I-Bankers will request that Nasdaq delay the opening until such a time that sufficient price discovery has been made to ensure that a reasonable amount of volume crosses on the opening trade. Further, in the highly unlikely event that Nasdaq consults with I-Bankers as described in clause (iv) of the definition of Current Reference Price, I-Bankers would request that Nasdaq delay the opening to ensure a single opening price within clauses (i), (ii) or (iii) of the definition of the Current Reference Price. The Registered Stockholders, including funds managed by Mudrick Capital, will not be involved in Nasdaq’s price-setting mechanism, and will not coordinate or be in communication with I-Bankers including with respect to any decision by I-Bankers to delay or proceed with trading.

Similar to a Nasdaq-listed underwritten initial public offering, in connection with the listing of our shares of common stock, buyers and sellers who have subscribed will have access to Nasdaq’s Order Imbalance Indicator (the “Net Order Imbalance Indicator”), a widely available, subscription-based data feed, prior to submitting buy or sell orders. Nasdaq’s electronic trading platform simulates auctions every second to calculate a Current Reference Price, the number of shares of common stock that can be paired off the Current Reference Price, the number of shares of common stock that would remain unexecuted at the Current Reference Price and whether a buy-side or sell-side imbalance exists, or whether there is no imbalance, in order to disseminate that information continuously to buyers and sellers via the Net Order Imbalance Indicator data feed.

However, because this is not an underwritten initial public offering, there will be no book building process. Moreover, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public, as there would be in an underwritten initial public offering. The lack of an initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, the public price of our shares of common stock may be more volatile than in an underwritten initial public offering and could, upon being listing on Nasdaq, decline significantly and rapidly. Furthermore, the decision by Mudrick Capital, who retains significant ownership of our common stock, to sell, or refrain from selling, shares of common stock from time to time, could impact the market supply and trading volumes of our common stock, thereby affecting market prices and creating additional volatility, which impact will increase if the percentage of shares sold by non-affiliated Registered Stockholders or other existing stockholders from time to time decreases. See “Risk Factors—Risks Related to Ownership of Our Common Stock—Our listing differs significantly from an underwritten initial public offering” and “—Our shares of common stock have no prior public market, an active trading market may not develop or continue to be liquid and the market price of our shares of common stock may be volatile.”

In addition, in order to list on Nasdaq, we are also required to have at least three registered and active market makers. We expect that the financial advisor that we will engage in connection with our listing will act as a registered and active market maker and will engage other market makers.

In addition to sales made pursuant to this prospectus, the shares of common stock covered by this prospectus may be sold by the Registered Stockholders in private transactions exempt from the registration requirements of the Securities Act.

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Under the securities laws of some states, shares of common stock may be sold in such states only through registered or licensed brokers or dealers.

If any of the Registered Stockholders utilize a broker-dealer in the sale of the shares of common stock being offered by this prospectus, such broker-dealer may receive commissions in the form of discounts, concessions or commissions from such Registered Stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal.

We have engaged I-Bankers as our financial advisor to advise and assist us with respect to certain matters relating to our listing. The services expected to be performed by our financial advisor will include providing advice and assistance with respect to defining objectives, analyzing, structuring and planning the listing and developing and assisting with our investor communication strategy in relation to this listing.

However, our financial advisor will not be engaged to otherwise facilitate or coordinate price discovery activities or sales of shares of our common stock in consultation with us, and will not be permitted to, and will not be instructed buy us to, plan or actively participate in any investor education activities, except as described herein.

I-Bankers Direct LLC, an affiliate of I-Bankers, has previously performed investment banking services for us, including in connection with a private placement completed prior to this listing to satisfy the round-lot holder requirement under Nasdaq's listing standards.

LEGAL MATTERS

Our principal legal advisor is Weil, Gotshal & Manges LLP, New York, New York. Schiff Hardin LLP is legal advisor to the financial advisor.

EXPERTS

The consolidated financial statements of Thryv Holdings, Inc., as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock covered by this prospectus. For purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto as permitted by the rules and regulations of the SEC. For further information about us and our common stock, you should refer to the registration statement, including the exhibits. This prospectus summarizes provisions that we consider material of certain contracts and other documents to which we refer you. Because the summaries may not contain all of the information that you may find important, you should review the full text of those documents. The SEC maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

Immediately upon the effectiveness of the registration statement of which this prospectus forms a part, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the website of the SEC referred to above. We also maintain a website at www.corporate.thryv.com. Upon the effectiveness of the registration statement of which this prospectus forms a part, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017	F-3
Consolidated Balance Sheets as of December 31, 2019 and 2018	F-4
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2019, 2018 and 2017	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017	F-8
Notes to Consolidated Financial Statements	F-9
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (unaudited)	F-50
Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019	F-51
Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2020 and 2019 (unaudited)	F-52
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (unaudited)	F-53
Notes to Condensed Consolidated Financial Statements (unaudited)	F-54

F-1

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Thryv Holdings, Inc. and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Thryv Holdings, Inc. and Subsidiary (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with U.S. generally accepted accounting principles.

Adoption of Accounting Standards Update

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2018, the Company changed its method for recognizing revenue as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). As discussed in Note 1 to the consolidated financial statements, effective January 1, 2019, the Company changed its method of accounting for leases as a result of the adoption of ASU No. 2016-02, Leases (Topic 842).

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2013.

Dallas, Texas
March 20, 2020

F-2

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Thryv Holdings, Inc. and Subsidiary
Consolidated Statements of Operations
(in thousands, except share and per share data)

	Years Ended December 31,
	2019	2018	2017
Revenue	$1,421,374	$1,784,401	$1,318,166
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	476,355	647,288	553,293
Sales and marketing	352,740	469,238	370,548
General and administrative	179,956	238,554	223,887
Depreciation and amortization	206,270	266,975	301,435
Total operating expenses	1,215,321	1,622,055	1,449,163
Operating income (loss)	206,053	162,346	(130,997)
Other income (expense):
Interest expense	(68,181)	(53,851)	(38,536)
Interest expense, related party	(24,770)	(28,846)	(29,279)
Other components of net periodic pension cost	(53,161)	(516)	(40,804)
(Loss) gain on early extinguishment of debt	(6,375)	(18,375)	751
Income (loss) before (provision) benefit for income taxes	53,566	60,758	(238,865)
(Provision) benefit for income taxes	(18,062)	(8,487)	67,541
Net income (loss)	$35,504	$52,271	$(171,324)
Net income (loss) per common share:
Basic	$0.48	$0.51	$(1.69)
Diluted	$0.45	$0.49	$(1.69)
Weighted-average shares used in computing basic and diluted net income (loss) per common share:
Basic	73,521,230	103,196,920	101,586,026
Diluted	78,221,765	107,336,152	101,586,026

The accompanying notes are an integral part of the consolidated financial statements.

F-3

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Thryv Holdings, Inc. and Subsidiary
Consolidated Balance Sheets
(in thousands, except share data)

	December 31, 2019	December 31, 2018
Assets
Current assets
Cash and cash equivalents	$1,912	$34,169
Accounts receivable, net of allowance of $26,828 and $22,571	369,690	440,735
Contract assets	11,682	13,197
Accrued tax receivable	37,460	40,328
Deferred costs	15,321	16,867
Prepaid expenses and other	12,715	17,924
Indemnification asset	29,789	—
Total current assets	478,569	563,220
Fixed assets and capitalized software, net	101,512	122,157
Operating lease right-of-use assets, net	39,046	—
Goodwill	609,457	609,457
Intangible assets, net	147,480	312,242
Debt issuance costs	3,451	3,676
Indemnification asset	—	33,882
Other assets	8,777	8,854
Total assets	$1,388,292	$1,653,488
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$16,067	$24,576
Accrued liabilities	140,261	177,521
Current portion of financing obligations	580	1,226
Current portion of operating lease liability	9,579	—
Current portion of reserve for facility exit costs	—	4,392
Accrued interest	13,164	2,721
Current portion of unrecognized tax benefits	53,111	—
Contract liabilities	24,679	31,070
Total current liabilities	257,441	241,506
Senior Term Loan, net of debt issuance costs of $593 and $716	420,036	399,284
Senior Term Loan, related party	189,371	—
ABL Facility	104,985	146,577
Financing obligations, net of current portion	55,537	56,117
Pension obligations, net	193,533	170,919
Stock option liability	43,026	64,250
Long-term disability insurance	10,874	12,406
Deferred tax liabilities	54,738	78,905
Unrecognized tax benefits, net of current portion	1,833	51,372
Operating lease liability, net of current portion	28,783	—
Reserve for facility exit costs, net of current portion	—	3,451
Other liabilities	875	361
Total long-term liabilities	1,103,591	983,642

The accompanying notes are an integral part of the consolidated financial statements.

F-4

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Thryv Holdings, Inc. and Subsidiary
Consolidated Balance Sheets
(in thousands, except share data)

	December 31, 2019	December 31, 2018
Commitments and contingencies (see Note 10 and Note 16)
Shareholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 103,397,908 shares issued and 60,282,947 shares outstanding at December 31, 2019; and 103,196,920 shares issued and outstanding at December 31, 2018	1,034	1,032
Additional paid-in capital	1,008,241	1,006,363
Treasury stock - 43,114,961 shares at December 31, 2019 and 0 shares at December 31, 2018	(437,962)	—
Accumulated deficit	(544,053)	(579,055)
Total shareholders' equity	27,260	428,340
Total liabilities and shareholders' equity	$1,388,292	$1,653,488

The accompanying notes are an integral part of the consolidated financial statements.

F-5

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Thryv Holdings, Inc. and Subsidiary
Consolidated Statements of Changes in Shareholders' Equity
(in thousands, except share data)

	Common Stock			Treasury Stock
	Common Shares Issued	Par Value	Additional Paid-in Capital	Shares	Amount	Accumulated (Deficit)	Total Shareholders' Equity
Balance as of January 1, 2017	99,948,433	$999	$988,223	—	$—	$(622,515)	$366,707
Issuance of common stock and additional paid-in-capital for acquisition	3,248,487	33	18,140	—	—	—	18,173
Net (loss)	—	—	—	—	—	(171,324)	(171,324)
Balance as of December 31, 2017	103,196,920	$1,032	$1,006,363	—	$—	$(793,839)	$213,556
Cumulative effect of adoption of new revenue recognition standard (Note 2)	—	—	—	—	—	162,513	162,513
Net income	—	—	—	—	—	52,271	52,271
Balance as of December 31, 2018	103,196,920	$1,032	$1,006,363	—	$—	$(579,055)	$428,340
Purchase of treasury stock (Note 13)	—	—	—	(43,114,961)	(437,962)	—	(437,962)
Exercise of stock options	200,988	2	1,878	—	—	—	1,880
Cumulative effect of adoption of new lease standard (Note 10)	—	—	—	—	—	(502)	(502)
Net income	—	—	—	—	—	35,504	35,504
Balance as of December 31, 2019	103,397,908	$ 1,034	$1,008,241	(43,114,961)	$ (437,962)	$(544,053)	$27,260

The accompanying notes are an integral part of the consolidated financial statements.

F-6

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Thryv Holdings, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(in thousands)

	Years Ended December 31,
	2019	2018	2017
Cash flows from operating activities
Net income (loss)	$35,504	$52,271	$(171,324)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	206,270	266,975	301,435
Amortization of debt issuance costs	1,123	1,576	1,048
Deferred income taxes	(25,118)	(22,745)	(141,996)
Provision for bad debt	30,092	24,214	19,670
Provision for service credits	25,467	31,491	29,417
Stock-based compensation expense	14,119	39,604	23,364
Other components of net periodic pension cost	53,161	516	40,804
Loss (gain) on early extinguishment of debt	6,375	18,375	(751)
Loss on disposal/write-off of fixed assets and capitalized software	5,942	11,464	2,758
Impairment of operating lease right-of-use assets	5,670	—	—
Non-cash loss (gain) from remeasurement of indemnification asset	4,093	(9,518)	(6,191)
Changes in assets and liabilities:
Accounts receivable	16,457	14,456	232,163
Contract assets	1,515	(4,834)	—
Deferred costs	1,931	682	(56,850)
Prepaid and other assets	3,745	(3,701)	16,389
Accounts payable and accrued liabilities	(69,244)	(72,112)	(49,382)
Accrued income taxes, net	4,376	(12,797)	(22,257)
Operating lease liability	(10,587)	—	—
Contract liabilities	(6,391)	11,144	—
Deferred revenue	—	—	22,496
Settlement of stock option liability (see Note 13)	(33,901)	—	—
Net cash provided by operating activities	270,599	347,061	240,793
Cash flows from investing activities
Additions to fixed assets and capitalized software	(26,065)	(27,429)	(19,992)
Proceeds from the sale of building and fixed assets	847	17	7,332
Acquisition of a business, net of cash acquired	(147)	(1,250)	(587,734)
Net cash (used in) investing activities	(25,365)	(28,662)	(600,394)
Cash flows from financing activities
Proceeds from Senior Term Loan, net	193,625	381,625	—
Proceeds from Senior Term Loan, related party	225,000	—	—
Payments of Senior Term Loan	(148,256)	—	—
Payments of Senior Term Loan, related party	(66,744)	—	—
Proceeds from Original Term Facility	—	—	278,026
Proceeds from Original Term Facility, related party	—	—	271,974
Payments of Original Term Facility, upon extinguishment	—	(198,973)	—
Payments of Original Term Facility, upon extinguishment, related party	—	(155,368)	—
Payments of Original Term Facility, prior to extinguishment	—	(166,774)	(126,119)
Payments of Original Term Facility, prior to extinguishment, related party	—	(130,226)	(152,416)
Proceeds from ABL Facility	1,142,717	1,823,207	1,427,498
Payments of ABL Facility	(1,184,310)	(1,836,642)	(1,367,485)

The accompanying notes are an integral part of the consolidated financial statements.

F-7

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Thryv Holdings, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(in thousands)

	Years Ended December 31,
	2019	2018	2017
Payments of financing obligations	(1,226)	(3,117)	(7,073)
Debt issuance costs	(774)	—	(4,175)
Purchase of treasury stock (see Note 13)	(437,962)	—	—
Proceeds from exercise of stock options	439	—	—
Net cash (used in) provided by financing activities	(277,491)	(286,268)	320,230
(Decrease) increase in cash and cash equivalents	(32,257)	32,131	(39,371)
Cash and cash equivalents, beginning of period	34,169	2,038	41,409
Cash and cash equivalents, end of period	$1,912	$34,169	$2,038
Supplemental information
Cash paid for interest	$81,543	$80,972	$64,628
Cash paid for income taxes, net	$38,091	$44,029	$96,712

The accompanying notes are an integral part of the consolidated financial statements.

F-8

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Thryv Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements

Note 1
Description of Business and Summary of Significant Accounting Policies

General

Thryv Holdings, Inc. (“Thryv Holdings, Inc.” or the “Company”) provides small-to-medium sized businesses (“SMBs”) with print and digital marketing services and Software as a Service (“SaaS”) business management tools. The Company owns and operates Print Yellow Pages (“PYP”) and Internet Yellow Pages (“IYP”) and provides a comprehensive offering of digital marketing services such as search engine marketing (“SEM”), and other digital media services, including online display advertising, search engine optimization (“SEO”), and stand-alone websites. In addition, through the Thryv® platform, the Company is a provider of SaaS business management tools designed for SMBs. The common stock of the Company’s predecessor, Dex Media, Inc., traded on the Nasdaq Global Select Market under the symbol “DXM” and was delisted in January 2016. Dex Media, Inc. declared bankruptcy in 2016, and, following emergence three months later using a pre-packaged plan, was renamed Dex Media Holdings, Inc. (“Holdings”) in December 2016. On June 30, 2017, in a single transaction, the Company acquired YP Holdings LLC (the “YP Acquisition” or the “Acquisition”), and began operating as DexYP®, until July 15, 2019 when it changed its name to Thryv Holdings, Inc., without impacting the Company’s legal structure or its operations for the years presented.

Basis of Presentation

The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly owned subsidiary.

The accompanying consolidated financial statements reflect all adjustments, including normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the December 31, 2017 consolidated financial statements and accompanying notes to conform to the December 31, 2018 presentation. Effective January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost(“ASU 2017-07”). As a result, the Company reclassified $40.8 million of the Company’s net periodic pension costs from Cost of services, Sales and marketing, and General and administrative expense into Other income (expense), net in the Company's consolidated statements of operations for the year ended December 31, 2017. All other conforming reclassifications were immaterial and did not impact the Company’s Net income (loss). These conforming reclassifications did not result in material changes to the presentation of the financial statements for the year ended December 31, 2017.

During 2019, the Company transitioned its operations to align around its two primary service lines, Marketing Services and SaaS, including changes to the management team roles and responsibilities and reporting structure. This change in the way in which the Company is managed necessitated a change in the Company's reportable operating segments from one consolidated reportable segment to two reportable segments. This change became effective in the third quarter of 2019. As a result, all segment information in these consolidated financial statements has been retrospectively recast to reflect this change. This change also resulted in two reporting units for purposes of assessing the Company's goodwill for impairment.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.

F-9

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Examples of reported amounts that rely on significant estimates include the allowance for doubtful accounts, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts relating to the accounting for income taxes, indemnification asset, stock-based compensation liability, operating lease right-of-use assets and operating lease liabilities, accrued service credits, pension assets and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, goodwill, and intangible assets.

Summary of Significant Accounting Policies

Revenue Recognition

Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which is the new comprehensive revenue recognition standard that supersedes all existing revenue recognition requirements under Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”), as well as under all subsequently issued amendments to the new revenue recognition standard (“ASC 606”). The Company elected to adopt the new revenue recognition standard using the modified retrospective method with the cumulative effect of initially applying the guidance recognized as a net decrease to opening Accumulated deficit of $162.5 million as of January 1, 2018. Under the modified retrospective transition method, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical revenue recognition guidance under ASC 605.

In accordance with ASU 2014-09 the Company determines the amount of revenue to be recognized through application of the following steps:

• Identify the customer contract;

• Identify the performance obligations in the contract;

• Determine the transaction price;

• Allocate the transaction price to the performance obligations in the contract; and

• Recognize revenue as the performance obligations are satisfied.

Identify the Customer Contract

The Company accounts for a contract with a client when approval and commitment from all parties is obtained, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectibility of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to the client and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Typical payment terms provide that the Company’s clients pay within 20 days of the invoice.

Identify the Performance Obligations in the Contract and Recognize Revenue

The Company has determined that each of its services is distinct and represents a separate performance obligation which is aligned with the Company’s policy prior to adoption of ASC 606 that each service has standalone value. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market. Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market. Prior to the Company’s adoption of ASC 606, revenue derived from PYP advertising services was recognized ratably over the life of each directory, with revenue recognition commencing in the month of publication. SaaS and digital services are recognized using the series guidance. Under the series guidance, the Company's obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Revenue associated with SaaS and digital services is recognized over time using an output method to measure the progress toward satisfying a performance obligation. This is consistent with the Company’s revenue recognition policy for SaaS and digital services prior to adoption of ASC 606.

F-10

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

As part of the SaaS offerings, the Company enters into certain development and reseller agreements with third parties. Based upon the control indicators outlined in ASC 606, the Company acts as a principal in these arrangements and recognizes revenue on a gross basis because it controls the services before they are transferred to clients.

Determine and Allocate the Transaction Price to the Performance Obligations in the Contract

The transaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and excludes sales tax. The Company’s contracts have variable consideration in the form of price concessions and service credits. Service credits may be issued to a client at the discretion of the Company related to client satisfaction issues and claims. The Company performs a monthly review of expected service credits at a portfolio level based on the Company's history of adjustments and expected trends. The provision for service credits is recorded as a reduction to revenue in the Company's consolidated statements of operations.

For performance obligations recognized under the series guidance, variable consideration is allocated to the distinct days of the services to which it pertains. When necessary, variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the client and other similar clients.

The Company's contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised service separately to a client. Judgment is required to determine the standalone selling price for each distinct performance obligation. Often, the Company does not have sufficient standalone sales information, as contracts with customers generally include multiple performance obligations. When standalone sales information is not available, the Company estimates standalone selling price using information that may include market conditions, entity specific factors such as pricing and discounting strategies, and other inputs.

Costs to Obtain and Fulfill a Contract with a Customer

The Company has determined that sales commissions paid to employees and certified marketing representatives associated with selling the Company's print and digital advertising services are considered incremental and recoverable costs of obtaining a contract.

Commissions related to renewal contracts are not commensurate with costs incurred to obtain an initial contract. Therefore, the portion of commissions incurred to obtain an initial contract in excess of renewal commissions are capitalized and recognized over the period of benefit, which is determined to be two years based on expected contract renewals, the Company's technology development life-cycle, and other factors. Commissions for renewals of existing contracts are expensed as incurred under the practical expedient, which allows an entity to expense costs to obtain a contract with an amortization period of less than twelve months. Prior to the Company's adoption of ASC 606, sales commissions incurred were deferred and expensed over the relevant fulfillment cycle.

Deferred costs to obtain contracts are classified as current or non-current based on the timing of when the Company expects to recognize the expense. The current portion is included as a component of Deferred costs and the non-current portion is included in Other assets on the Company’s consolidated balance sheets. Amortization of deferred costs to obtain contracts is included as a component of Sales and marketing expense. As of December 31, 2019, the current and non-current assets related to deferred costs to obtain contracts totaled $10.5 million and $4.8 million, respectively. During the year ended December 31, 2019, the Company amortized $14.1 million of costs to obtain contracts. As of December 31, 2018, the current and non-current assets related to deferred costs to obtain contracts totaled $10.3 million and $3.5 million, respectively. During the year ended December 31, 2018, the Company amortized $9.9 million of costs to obtain contracts.

Direct costs associated with fulfilling PYP contracts with a client include costs related to printing and distribution. Directly attributable costs incurred to fulfill print services are capitalized as incurred and then expensed at the time of delivery, in line with the recognition of revenue. Prior to the Company's adoption of ASC 606, costs directly attributable to producing print directories were amortized over the average life, in

F-11

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

months, of the directories, under the deferral and amortization method of accounting. Costs to fulfill SaaS and digital contracts with clients are expensed as incurred, which is consistent with the accounting policy prior to the Company's adoption of ASC 606.

As of December 31, 2019 and 2018, the Company had outstanding deferred costs to fulfill contracts of $4.8 million and $6.6 million, respectively, recorded in Deferred costs on its consolidated balance sheets. During the years ended December 31, 2019 and 2018, the Company amortized $6.6 million and $8.4 million, respectively, of fulfillment costs. These costs were recorded in Cost of services.

The Company recorded no impairment losses associated with these deferred costs during the years ended December 31, 2019 and 2018.

Cash and Cash Equivalents

Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. The Company's cash and cash equivalents consist of bank deposits. Cash equivalents are stated at cost, which approximates market value. The Company does not have any restricted cash.

Accounts Receivable, Net of Allowance

Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized but amounts have not yet been billed to the client.

Accounts receivable are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is calculated using an allowance method based upon collection history and an estimate of uncollectible accounts, based on historical write-offs, net of recoveries. Judgment is exercised in adjusting the allowance as a consequence of known items, such as current economic factors and credit trends. Accounts receivable adjustments are recorded against the allowance for doubtful accounts.

The following table represents the components of Accounts receivable, net of allowance (in thousands):

	December 31,
	2019	2018
Accounts receivable	$ 129,953	$ 154,479
Unbilled accounts receivable	266,565	308,827
Total accounts receivable	396,518	463,306
Less: allowance for doubtful accounts	(26,828)	(22,571)
Accounts receivable, net of allowance	$369,690	$440,735

Concentrations of Credit Risk

Financial instruments subject to concentrations of credit risk consist primarily of short-term investments and trade receivables. Company policy requires the deposit of temporary cash investments with major financial institutions. Cash balances at major financial institutions may exceed limits insured by the Federal Deposit Insurance Corporation (“FDIC”).

Approximately 90% of revenue in all periods presented was derived from sales to local SMBs that operate in limited geographical areas. These SMBs are usually billed in monthly installments when the services begin and, in turn, make monthly payments, requiring the Company to extend credit to these clients. This practice is widely accepted within the industry. While most new SMBs and those wanting to expand their current media presence through the Company's services are subject to a credit review, the default rates of SMBs are generally higher than those of larger companies.

The remaining 10% of revenue in all periods presented was derived from the sale of marketing services to larger businesses that advertise regionally or nationally. Contracted certified marketing representatives (“CMRs”) purchase advertising on behalf of these businesses. Payment for advertising is due when the advertising is published and is received directly from the CMRs, net of the CMRs' commission. The CMRs are responsible for billing and collecting from these businesses. While the Company still has exposure to credit risks, historically, the losses from this client set have been less than that of local SMBs.

F-12

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The Company conducts its operations in the United States of America. In 2019, the Company's top ten directories, as measured by revenue, accounted for approximately 2% of total revenue and no single directory or client accounted for more than 1% of total revenue. No single directory or client accounted for more than 10% of the Company’s revenue for the years ended December 31, 2019, 2018 and 2017. Additionally, no single client accounted for more than 5% of the Company's outstanding accounts receivable as of December 31, 2019 and 2018.

Fixed Assets and Capitalized Software

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions and improvements associated with fixed assets are capitalized if they have a useful life in excess of one year. Expenditures for repairs and maintenance, including the cost of replacing minor items that are not considered substantial improvements, are expensed as incurred. When fixed assets are sold or retired, the related cost and accumulated depreciation are deducted from the accounts and any gains or losses on disposition are recognized in the Company's consolidated statements of operations. Fixed assets are reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a fixed asset may not be recoverable.

Costs associated with internal use software are capitalized during the application development stage, if they have a useful life in excess of one year. Subsequent additions, modifications, or upgrades to internal use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a capitalized software may not be recoverable.

The remaining useful lives of fixed assets and capitalized software are reviewed annually for reasonableness. Fixed assets and capitalized software are depreciated on a straight-line basis over the estimated useful lives of the assets, which are presented in the following table:

	Estimated Useful Lives
Buildings and building improvements	8 - 30 years
Leasehold improvements(1)	1 - 8 years
Computer and data processing equipment	3 years
Furniture and fixtures	7 years
Capitalized software	1.5 - 7 years
Other	3 - 7 years

(1)
Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term. See Note 8, Fixed Assets and Capitalized Software.

Leases

Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842), (“ASU 2016-02”), requiring lessees to recognize right-of-use assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. See Note 10, Leases. This pronouncement, along with subsequent ASUs that were issued to clarify certain provisions of ASU 2016-02, is now referred to as ASC 842, Leases (“ASC 842”).

The Company adopted the standard using the modified retrospective approach allowing the Company to not adjust comparative periods. The Company elected the practical expedients package permitted under the transition guidance and did not reassess historical conclusions related to lease identification, lease classification, and initial direct costs for leases that commenced prior to the adoption date. The Company elected to combine lease and non-lease components for all asset classes, except real estate leases. For real estate leases, consideration is allocated to lease and non-lease components based on a relative standalone price. The Company made an accounting policy election not to apply the balance sheet recognition requirements to leases with a term of twelve months or less.

Under ASC 842, the Company determines if an arrangement is a lease or contains a lease at inception. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

the lease payments over the lease term. In addition, the right-of-use asset also could include any initial direct costs incurred lease payments made prior to the commencement and is recorded net of any lease incentives received, if applicable. For these calculations, the Company considers only payments that are fixed or determinable at the time of commencement or any variable payments that depend on an index or a rate.

The Company determines an incremental borrowing rate (“IBR”) based on the information available at commencement date to calculate the present value of lease payments. The IBR represents the rate of interest estimated that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment.

Lease terms may include options to extend or terminate a lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably certain.

Operating leases are included in Operating lease right-of-use assets, net; Current portion of operating lease liability; and Operating lease liability, net of current portion on the consolidated balance sheets. The Company recognizes lease expense on a straight-line basis over the lease term. Lease expense is recorded within General and administrative expense in the consolidated statement of operations.

Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired net of liabilities assumed, recorded in accordance with ASC 805, Business Combinations, (“ASC 805”). Goodwill was also generated as part of fresh-start accounting following the Company's pre-packaged bankruptcy and represents the excess of the reorganization value over the identified assets recorded in accordance with ASC 852, Reorganizations. Goodwill is not amortized but rather subject to an annual impairment test at the reporting unit level. Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.

The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Performing a qualitative impairment assessment requires an examination of relevant events and circumstances that could have a negative impact on the carrying value of the Company, such as macroeconomic conditions, industry and market conditions, earnings and cash flows, overall financial performance and other relevant entity-specific events.

If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment. If the quantitative assessment indicates that the reporting unit’s carrying amount exceeds its fair value, the Company will recognize an impairment charge up to this amount but not to exceed the total carrying value of the reporting unit’s goodwill. The Company uses income and market-based valuation approaches to determine the fair value of its reporting units.

Intangible Assets

The Company has definite-lived intangible assets consisting of client relationships, trademarks and domain names, covenants not to compete, and patented technologies. These intangible assets are amortized using the income forecast method over their useful lives, with the exception of covenants not to compete which are amortized on a straight-line basis over the terms of the agreements. These assets are allocated to their respective reporting units for impairment review purposes. Whenever events or changes in circumstances indicate the carrying amount of the reporting unit’s intangible assets may not be recoverable, an impairment analysis of the reporting unit is completed. An impairment loss, if applicable, is measured as the amount by which the carrying amount of the reporting unit’s definite-lived intangible asset exceeds its fair value. The Company uses the estimated future cash flows directly associated with and that are expected to arise as a result of the use and eventual disposal of such reporting unit assets in determining fair values of definite-lived intangible assets.

F-14

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The Company’s intangible assets and their estimated useful lives are presented in the table below:

	Estimated Useful Lives
Client relationships	3.5 - 4 years
Trademarks and domain names	2.5 - 6 years
Patented technologies	3 - 3.5 years
Covenants not to compete	3 years

See Note 5, Goodwill and Intangible Assets.

Pensions

The Company maintains net pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

Although the plans are frozen, the Company continues to incur interest cost as well as gains/(losses) associated with changes in fair value of plan assets, all of which are referred to as net periodic pension cost. In determining the net pension obligations at each reporting period, management makes certain actuarial assumptions, including the discount rate and expected return on plan assets. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected pension obligations, funding requirement, and net periodic pension cost.

Effective January 1, 2017, the four frozen qualified pension plans, the Dex One Retirement Account, the Dex Media, Inc. Pension Plan, the SuperMedia Pension Plan for Management Employees and the SuperMedia Pension Plan for Collectively Bargained Employees, were merged into one consolidated frozen pension plan (the “Consolidated Pension Plan of Dex Media”). Following the YP Acquisition, the Company became the plan sponsor for the YP Pension Plan with liabilities of $116.0 million and assets of $77.9 million. The Company also maintains two non-qualified pension plans for certain executives, the Dex One Pension Benefit Equalization Plan and the SuperMedia Excess Pension Plan, which are also frozen plans. Pension assets related to the Company's qualified pension plans, which are held in master trusts and recorded net of pension obligations on the Company's consolidated balance sheets, are valued in accordance with ASC 820, Fair Value Measurement.

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

The Company considered all aspects of the 2017 Tax Cuts and Jobs Act when accounting for its income taxes. See Note 15, Income Taxes.

Deferred tax assets or liabilities are recorded to reflect the expected future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted as appropriate to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse.

The likelihood that deferred tax assets can be recovered must be assessed. If recovery is not likely, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for deferred tax assets that will more likely than not be ultimately recoverable. In this process, certain relevant criteria are evaluated, including prior carryback years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, tax planning strategies, and taxable income in future years. A valuation allowance is established to offset any deferred income tax assets if, based on the available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. The Company has netted deferred tax assets for net operating losses with related unrecognized tax benefits, if such settlement is required or expected in the event the uncertain tax position is disallowed.

The Company establishes reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. Tax benefits

F-15

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

recognized in the financial statements from uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in (Provision) benefit for income taxes in the consolidated statement of operations. See Note 15, Income Taxes.

Advertising Costs

Advertising costs, which include media, promotional, branding and on-line advertising, are included in Sales and marketing expense in the Company’s consolidated statements of operations and are expensed as incurred. Advertising costs for the Company for the years ended December 31, 2019, 2018 and 2017 were $5.5 million, $23.4 million and $2.4 million, respectively.

Capital Stock and Stock-Based Compensation

As of December 31, 2019, the Company had 103,397,908 and 60,282,947 shares of common stock issued and outstanding, respectively. As of December 31, 2018, the Company had 103,196,920 shares issued and outstanding. Each share of common stock comes with one vote with no special preferences provided to any one individual or group of common stock holders.

Additionally, as of December 31, 2019, the Company had 43,114,961 shares of common stock in treasury.

Under the 2016 Stock Incentive Plan (as amended, the “Stock Incentive Plan”), the Company has granted stock options. Based on the Company’s intention to cash settle upon exercise, these stock options are classified as liability awards in accordance with ASC 718, Compensation—Stock Compensation. The fair value of the liability classified stock-based compensation awards is estimated using the Black-Scholes valuation model, with re-measurement occurring each subsequent reporting date at fair value until the award is settled.

Compensation expense for liability classified stock-based compensation awards is based on the current fair value of the awards. This fair value is recognized over the requisite service period (generally three years). The Company has elected to account for forfeitures as they occur as a cumulative adjustment to stock-based compensation expense. See Note 13, Stock-Based Compensation.

Common Stock Fair Value

The absence of an active market for the Company's common stock requires the Company to determine the fair value of its common stock. The Company obtains contemporaneous third-party valuations to assist it in determining fair value. These contemporaneous third-party valuations use methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The Company determines the fair value utilizing the income approach, which estimates value based on market participant expectations of future cash flows the Company will generate. These future cash flows are discounted to their present value using a discount rate based on the Company's weighted average cost of capital, which reflects the risk of achieving the projected cash flows. Significant inputs of the income approach also include the long-term financial projections of the Company along with its long-term growth rate, which is used to calculate the residual value of the Company before discounting to present value. The fair value of the common stock was discounted based on the lack of marketability.

Other factors taken into consideration in assessing the fair value of the Company’s common stock include but are not limited to: industry information such as market growth and volume and macro-economic events; and additional objective and subjective factors relating to its business.

The common stock fair value is one of the significant valuation inputs of the indemnification asset and the liability classified stock-based compensation awards. See Note 3, Acquisitions; Note 4, Fair Value Measurements; and Note 13, Stock-Based Compensation.

Earnings per Share

Basic earnings per share is calculated by dividing net income (loss) (the “numerator”) by the weighted-average number of common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share is calculated by including both the weighted-average number of common shares

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

outstanding and any dilutive common stock equivalents within the denominator (diluted shares outstanding). The Company's common stock equivalents could consist of stock options and stock warrants, to the extent any are determined to be dilutive under the treasury stock method. Under the treasury stock method, the assumed proceeds relating to both the exercise price of stock options and stock warrants, as well as the average remaining unrecognized fair value of stock options, are used to repurchase common shares at the average fair value price of the Company's common stock during the period. If the number of shares that could be repurchased, exceed the number of shares that could be issued upon exercise, the common stock equivalent is determined to be anti-dilutive. See Note 14, Earnings per Share.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. Under the amendment, costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. Furthermore, this guidance also requires an entity to present the expense, cash flows, and capitalized implementation costs in the same financial statement line items as the associated hosting service. The amendments in ASU 2018-15 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this guidance prospectively as of January 1, 2019 and recorded approximately $2.4 million of implementation related costs in Prepaid expenses and other on its consolidated balance sheet for the year ended December 31, 2019.

In August 2018, the FASB issued ASU No. 2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendments in ASU 2018-14 modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments remove disclosures that are no longer considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in ASU 2018-14 are effective for fiscal years ending after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this guidance retrospectively as of January 1, 2019. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation — Retirement Benefits (ASC 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). This ASU changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under the new guidance, only the service cost component of net periodic benefit cost would be included in operating expenses and only the service cost component would be eligible for capitalization into assets. Since all pension plans have been frozen and no employees accrue future pension benefits under any of the pension plans, the Company no longer incurs service cost as a component of net periodic pension cost. All other net periodic benefit cost components, such as interest cost, expected return on plan assets, settlement (gain)/loss, and remeasurement (gain)/loss would be reported outside of operating income. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. On January 1, 2018, the Company adopted this guidance on a retrospective basis, which resulted in the reclassification of $0.5 million and $40.8 million of the Company’s net periodic pension costs from Cost of services, Sales and marketing, and General and administrative operating expense into Other income (expense), net in the Company's consolidated statements of operations for the years ended December 31, 2018 and 2017, respectively.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions

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(or disposals) of assets or a business. ASU 2017-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. The Company prospectively applied the guidance to applicable transactions.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments(“ASU 2016-15”). ASU 2016-15 provides guidance on eight specific cash flow classification issues in the statement of cash flows under ASC 230, Statement of Cash Flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted the standard as of January 1, 2018. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, requiring lessees to recognize right-of-use lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted the standard using the modified retrospective approach as of January 1, 2019 and did not adjust comparative periods presented in the consolidated financial statements. The Company elected the practical expedients package permitted under the transition guidance and did not reassess historical conclusions related to lease identification, lease classification, and initial direct costs for leases that commenced prior to the adoption date. The Company elected to combine lease and non-lease components for all asset classes, except real estate leases. In addition, the Company made an accounting policy election to not apply the balance sheet recognition requirements to leases with a term of twelve months or less. The adoption of the standard had a material impact on the Company's consolidated balance sheet resulting in the recognition of Current portion of operating lease liability and Operating lease liability, net of current portion of $50.8 million and Operating lease right-of-use assets, net of $43.8 million, as of January 1, 2019. The difference between the value of the Operating lease liabilities and the Operating lease right-of-use assets, net, is due to the impairments at transition on operating lease right-of-use assets and reclassification of existing deferred rent. The cumulative effect adjustment of the adoption of ASU 2016-02 did not have a material impact on the Company’s retained earnings as of January 1, 2019. See Note 10, Leases, for additional information.

In May 2014, the FASB issued ASU 2014-09, which is the new comprehensive revenue recognition standard that supersedes all existing revenue recognition requirements under ASC 605. The FASB subsequently issued several amendments to the new revenue recognition standard. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company elected to adopt the new revenue recognition standard using the modified retrospective method with the cumulative effect of initial application recognized as a net decrease in opening Accumulated deficit. Under this method, the Company evaluated all contracts that were not complete at the adoption date as if those contracts had been accounted for under ASC 606. Results for the reporting period beginning January 1, 2018 are presented under the new revenue recognition standard, while prior period amounts are reported in accordance with historical revenue recognition guidance under ASC 605. See Note 2, Revenue Recognition, for additional information, including the impact of the adoption on the Company's financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides amendments to ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), issued by the FASB in June 2016, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. ASU 2019-05 provides entities the option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. For all business entities that have adopted the amendments in ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2019-05 should be applied on a modified retrospective basis. The Company is currently assessing the impact of adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”).

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ASU 2018-13 modifies the disclosure requirements for fair value measurements. The ASU removes the requirements to disclose: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the impact of adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and clarifying and amending existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.

Note 2
Revenue Recognition

The Company's primary source of revenue is derived from the following services:

Print Yellow Pages

The Company prints yellow pages that are co-branded with various local telephone service providers. The Company operates as the authorized publisher of print yellow pages in some of the markets where these service providers offer telephone service. The Company holds multiple agreements governing the relationship with each service provider including publishing agreements, branding agreements, and non-competition agreements. Control over the Company’s print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market. Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market.

Internet Yellow Pages

IYP services include the creation of clients' business profile, which is then primarily displayed and operated on the Yellowpages.com®, Superpages.com® and Dexknows.com® platforms. IYP services represent a separate performance obligation that is recognized as revenue over time following the series guidance.

Search Engine Marketing

SEM solutions deliver business leads through increased traffic to clients' websites from Google, Yahoo!, Bing, Yelp and other major engines and directories by increasing visibility and search engine results pages through paid advertising. SEM services represent a separate performance obligation that is recognized as revenue over time following the series guidance.

Other Digital Media Solutions

Other digital media solutions primarily consist of smaller marketing services revenue streams such as stand-alone websites, SEO tools online display and social advertising, online presence and video. SEO optimizes a client's website and Google profile page with relevant keywords to increase the potential for the client’s business to be found online and ranked higher in organic search engine results. Services within these revenue streams represent separate performance obligations and are recognized as revenue either at a point in time or over time based on the transfer of control.

Thryv Platform

The Company offers a SaaS solution, Thryv® (“Thryv platform”), an SMB business management platform. The Thryv platform capabilities include tools for customer relationship management, email and text, appointment bookings, estimates, invoices, online presence, social media, reputation management and bill payment. The platform also helps SMBs to find and retain customers using online listings management and social media.

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Thryv Leads and Add-ons

The integrated Thryv Leads® (“Thryv Leads”) solution is an add-on to the Thryv platform. Thryv Leads recommends an appropriate dollar budget for each SMB based on the SMB’s business vertical and market geography. Thryv Leads chooses the optimal mix of advertising solutions for each SMB by using machine learning capabilities to generate a tailored solution. Thryv Leads then automatically injects resulting business leads into the SMB’s customer relationship management system, while also supplementing the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers.

The Company also offers add-ons that can be purchased in conjunction with the Thryv platform such as website development and SEO tools.

Revenue for performance obligations related to Thryv platform and Thryv Leads and add-ons is recognized under the series guidance, over time as control over the promised services is transferred to clients. The Thryv platform and Thryv Leads and add-ons represent separate performance obligations.

The Company disaggregates revenue based on the type of service within its segment footnote. See Note 17, Segment Information.

Contract Balances

The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue). Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. For the years ended December 31, 2019 and 2018, revenue recognized from amounts included in contract liabilities (deferred revenue) as of January 1, 2019 and 2018 was $31.1 million and $19.9 million, respectively. The following table represents the opening and closing balances of contract assets and liabilities (in thousands):

	December 31,		January 1, 2018
	2019	2018
Contract assets	$11,682	$13,197	$8,363
Contract liabilities	24,679	31,070	19,926

In each year presented, changes in Contract liabilities are driven by the amortization of deferred revenue adjustments as contracts are fulfilled, offset by additional deferred revenue adjustments from unfulfilled contracts added during the current year. Changes in Contract assets represent amounts reclassified from contract assets to receivables, offset by additional right to consideration recognized.

Effect of Adoption of ASC 606

The most significant adoption impacts were the following:

• Change in timing of print revenue recognition: The Company recognizes print advertising revenue at the point in time in which the performance obligation is satisfied and control transfers to the client which is upon delivery to the intended market. Previously, revenue earned from print advertising services was recognized ratably over the life of each directory.

• Change in accounting for costs to fulfill: Costs incurred to fulfill print services are capitalized and charged to expense at the time of delivery to the intended market, consistent with the recognition of revenue. Previously, these costs were amortized over the average life, in months, of the directories, under the deferral and amortization method of accounting.

• Change in accounting for commissions: The portion of commissions incurred to obtain an initial contract in excess of renewal commissions are capitalized and recognized over the period of benefit, which is determined to be two years. Commissions for renewals of existing contracts are expensed as incurred. Prior to the Company's adoption of ASC 606, sales commissions incurred were deferred and expensed over the relevant fulfillment cycle.

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• Change in presentation: The Company reclassified amounts related to accrued service credits to clients from the allowance for doubtful accounts, to Accrued liabilities on its consolidated balance sheet.

The adoption of ASC 606 impacted the Company’s results as follows (in thousands):

	Year Ended December 31, 2018
Consolidated Statements of Operations	Under ASC 605	Effect of Adoption of ASC 606	Under ASC 606
Revenue	$1,792,953	$(8,552)	$1,784,401
Operating expenses
Cost of services (exclusive of depreciation and amortization)	644,085	3,203	647,288
Sales and marketing	480,624	(11,386)	469,238
General and administrative	238,710	(156)	238,554
Income before (provision) for income taxes	60,971	(213)	60,758
(Provision) for income taxes	(9,920)	1,433	(8,487)
Net income	$51,051	$1,220	$52,271
Net income per common share:
Basic	$0.50	$0.01	$0.51
Diluted	$0.48	$0.01	$0.49

	December 31, 2018
Consolidated Balance Sheet	Under ASC 605	Effect of Adoption of ASC 606	Under ASC 606
Assets
Current assets
Accounts receivable, net of allowance	$160,484	$280,251	$440,735
Contract assets	—	13,197	13,197
Deferred costs	130,761	(113,894)	16,867
Long-term assets
Other assets	5,329	3,525	8,854
Liabilities and Shareholders' Equity
Current liabilities
Accrued liabilities	170,171	7,350	177,521
Deferred revenue	68,347	(68,347)	—
Contract liabilities	—	31,070	31,070
Long-term liabilities
Deferred tax liabilities	29,632	49,273	78,905
Shareholders' equity
Accumulated (deficit)	$(742,788)	$163,733	$(579,055)

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	Year Ended December 31, 2018
Consolidated Statements of Cash Flows	Under ASC 605	Effect of Adoption of ASC 606	Under ASC 606
Cash Flows from Operating Activities
Net income	$51,051	$1,220	$52,271
Deferred income taxes	(21,312)	(1,433)	(22,745)
Provision for bad debt	24,370	(156)	24,214
Provision for service credits	31,528	(37)	31,491
Accounts receivable	12,176	2,280	14,456
Contract assets	—	(4,834)	(4,834)
Deferred costs	5,535	(4,853)	682
Prepaid and other assets	(176)	(3,525)	(3,701)
Contract liabilities	—	11,144	11,144
Accounts payable, accrued liabilities and refund liability	$(72,306)	$194	$(72,112)

Note 3
Acquisitions

Acquisition of Haines Publishing, Inc.

On November 30, 2018, the Company completed the acquisition of Haines Publishing, Inc. (“Haines”), for consideration of $1.4 million. The Company acquired substantially all of the Haines assets and assumed substantially all of the liabilities, in each case, other than certain specified assets and liabilities. The Company performed a purchase price allocation to the acquired assets and recorded $0.7 million of working capital, consisting of accounts receivable of $1.3 million, and accounts payable of $0.6 million, and recorded a client relationship intangible asset of $0.7 million. This acquisition was not significant to the Company; therefore, certain pro forma disclosures that would have been required had this acquisition been significant to the Company are excluded.

YP Acquisition

On June 30, 2017 (the “Acquisition Date”), the Company completed the YP Acquisition. The Company acquired substantially all of the YP assets and assumed substantially all of the liabilities, in each case, other than certain specified assets and liabilities. The Acquisition expanded the Company's market share with a broader geographical footprint. Additionally, the acquisition provided the Company with a significant increase in both clients and sales representatives.

In connection with the Acquisition, consideration paid by the Company included $600.7 million in cash and 3,248,487 shares of the Company’s common stock, with a fair value as of the Acquisition Date of $18.2 million. Closing costs, including finance and legal advisory fees, and insurance were $11.1 million. These closing costs were recorded to General and administrative expense in the Company's consolidated statement of operations for the year ended December 31, 2017. Additionally, the Company incurred debt issuance costs of $3.9 million. See Note 11, Debt Obligations.

The Company accounted for the YP Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed be measured at fair value. The Company determined, using Level 3 inputs, the fair value of certain assets and liabilities including fixed assets and capitalized software, intangible assets, and financing obligations by applying a combination of the income approach, the market approach, and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas patented technologies and trademarks and domain names were valued using a relief of royalty method.

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The following table summarizes the consideration transferred and the final fair values of the assets acquired and liabilities assumed at the Acquisition Date (in thousands):

Total cash consideration	$600,699
Total share consideration	18,173
Total purchase consideration, as allocated below:	$618,872
Cash and cash equivalents	$12,965
Accounts receivable and other current assets	334,275
Fixed assets and capitalized software	135,479
Intangible assets:
Client relationships (useful life of 3.5 years)	193,100
Trademarks and domain names (useful life of 3.5 years)	62,900
Patented technologies (useful life of 2.5 years)	7,500
Indemnification asset	18,173
Other assets	1,009
Accounts payable and other current liabilities	(228,501)
Financing obligations, including current portion	(67,532)
Pension obligations	(38,140)
Deferred tax liabilities	(43,352)
Unrecognized tax benefits, subject to indemnification	(49,187)
Other unrecognized tax benefits	(3,281)
Total identifiable net assets	$335,408
Goodwill	283,464
Total net assets acquired	$618,872

The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $283.5 million was primarily related to the benefits expected from the acquisition, including increased market share and a larger client base. The goodwill recognized is not deductible for income tax purposes.

In connection with the YP Acquisition, the Company recorded a liability of $49.2 million associated with uncertain tax positions (“UTPs”) relating to certain federal and state tax positions regarding credits, deductions, and other apportionment items associated with income tax returns filed by the seller prior to the Acquisition Date. The seller provided the Company indemnity for future potential losses relating to these UTPs. The indemnity covers potential losses, in excess of $8.0 million and is capped at an amount equal to the lesser of the UTP liability or the current fair value of the 3,248,487 shares of the Company's common stock issued to the seller as part of the purchase consideration (“the Shares”). The seller has the option to settle their obligation either in cash or by returning the Shares. At the Acquisition Date, fair value of the Shares was $18.2 million. Accordingly, the Company recorded an indemnification asset based on the fair value of the Shares.

Pro Forma Results

The pro forma information below presents the operating results of the combined Company, with results prior to the Acquisition Date adjusted as if the YP Acquisition had occurred January 1, 2017. Accordingly, the 2017 pro forma results reflect the operating results from the YP Acquisition from January 1, 2017 through December 31, 2017.

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The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the YP Acquisition been completed as of the beginning of 2017, nor is it meant to be indicative of future results of operations that the combined entity will experience (in thousands):

	Year Ended December 31, 2017
	Pro Forma Results
Revenue	$ 1,872,342
Net (loss)	$(324,508)

In 2017, the YP Acquisition contributed revenue of $439.8 million and a net (loss) of $(28.2) million, post-acquisition, for the six months from July 1, 2017 through December 31, 2017.

The pro forma financial information presented above has been calculated after adjusting the results of the YP Acquisition to reflect the business combination accounting effects resulting from this acquisition, including the amortization of fair value adjustments to unearned revenue, the depreciation expense from fixed assets, amortization expense from acquired intangible assets, and depreciation and interest expense from a failed sale-leaseback.

Note 4
Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value.

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 — Unobservable inputs that reflect the Company's own assumptions incorporated into valuation
techniques. These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input, to the fair value measurement in its entirety, requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. There have been no transfers between fair value measurement levels during 2019 and 2018.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets such as goodwill, intangible assets, fixed assets, and capitalized software are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 and Level 2 inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of the Company's indemnification asset is measured and recorded on the consolidated balance sheets using Level 3 inputs because it is valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices. The Company values its indemnification asset utilizing the fair value of its common stock, which is valued in accordance with valuation techniques described in Note 1, Description of Business and Summary of Significant Accounting Policies, Common Stock Fair Value . Estimates of fair value are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. Thus, changes in key assumptions regarding discount rate and growth rate from period to period could significantly affect the estimate of fair value.

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The following table presents a reconciliation of the Company’s indemnification asset measured and recorded at fair value on a recurring basis as of December 31, 2019 and 2018, using significant unobservable inputs (Level 3) (in thousands):

	2019	2018
Balance as of January 1	$ 33,882	$ 24,364
Change in fair value	(4,093)	9,518
Balance as of December 31	$29,789	$33,882

A significant unobservable input utilized in the income approach valuation method for the indemnification asset is a discount rate. The Company prepared a sensitivity analysis to evaluate the effect that changes on certain key assumptions would have on the estimated fair value of the indemnification asset. A change in the discount rate of 100 basis points would result in a change in the estimated fair value within the range of approximately $3.3 million and ($3.7) million.

The (loss) on the indemnification asset of $4.1 million during the year ended December 31, 2019 and the gain of $9.5 million during the year ended December 31, 2018, were recorded in General and administrative expense on the Company's consolidated statement of operations.

The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 2 inputs. See Note 12, Pensions.

At December 31, 2019, the fair value associated with the Company's liability classified stock-based compensation awards totaled $60.2 million, of which $43.0 million was vested. See Note 13, Stock-Based Compensation. The fair value of each stock option award, and its subsequent period over period remeasurement, in the case of liability classified stock-based compensation awards, is estimated using the Black-Scholes option pricing model using Level 3 inputs. The decrease in value of the vested portion of the liability classified stock-based compensation awards at December 31, 2019 is primarily associated with the settlement of approximately 4.2 million of the Company's stock option awards, resulting in a net cash distribution of approximately $33.9 million. This decrease was partially offset by an increase in the fair value of such awards of $8.4 million associated with additional vesting of stock options and issuances of new stock options. See Note 13, Stock-Based Compensation.

At December 31, 2018, the fair value associated with the Company's liability classified stock-based compensation awards totaled $93.8 million, of which $64.3 million was vested. The increase in fair value of the vested portion of the liability classified stock-based compensation awards at December 31, 2018 was primarily associated with an increase in the Company's share fair value.

The following table presents a reconciliation of the Company’s stock option liability measured and recorded at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands):

	2019	2018
Balance as of January 1	$ 64,250	$ 24,646
Settlement of stock option liability	(33,901)	—
Exercise of stock options	(1,442)	—
Change in fair value	8,356	34,287
Amortization of grant date fair value(1)	5,763	5,317
Balance as of December 31	$43,026	$64,250

(1)
Includes approximately $0.7 million of amortization associated with new stock options granted during the 4th quarter of 2019. See Note 13, Stock-Based Compensation.

The change in value of the vested portion of the stock option liability of $14.1 million and $39.6 million during the years ended December 31, 2019 and 2018, respectively, was recorded as stock compensation expense in Cost of services, Sales and marketing, and General and administrative expense in the Company's consolidated statement of operations.

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Fair Value of Financial Instruments

The Company considers the carrying amounts of cash, trade receivables, accounts payable, and ABL Facility to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, the Company considers the carrying amount of its financing obligations to approximate their fair values because the interest rate used to formulate the carrying amount approximates current market rates. See Note 11, Debt Obligations.

The Senior Term Loan is carried at amortized cost; however, the Company estimates the fair value of the term loan for disclosure purposes. The fair value of the Senior Term Loan is determined based on the observable market data of a non-public exchange using Level 2 inputs. The following table sets forth the carrying amount and fair value of the Senior Term Loan (in thousands):

	December 31, 2019		December 31, 2018
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Senior Term Loan, net	$ 609,407	$ 610,000	$ 399,284	$ 400,000

Note 5
Goodwill and Intangible Assets

Goodwill

The Company had goodwill of $609.5 million, net of $712.8 million accumulated impairment loss, as of December 31, 2019 and 2018, respectively. As of December 31, 2019, $47.8 million of this net goodwill was deductible for income tax purposes. During 2019, the Company transitioned its operations to align around its primary two service lines, Marketing Services and SaaS. This necessitated a change in the Company’s operating segments from one consolidated reportable segment to two reportable segments as well as a corresponding change in the Company’s reporting units. See Note 17, Segment Information.

The Company performs an assessment each October 1st to test goodwill for impairment. In the third quarter of 2019, the Company changed its reporting structure from one to two reporting units. Accordingly, the Company first assessed its goodwill for impairment under one reporting unit structure as of October 1, 2019. Upon completion of this assessment, the Company determined that no impairment existed. Subsequent to this review and after allocating goodwill to the new reporting units based on relative fair value, the Company reassessed goodwill for impairment at the new reporting unit level (Marketing Services and SaaS reporting units). Based upon each of these assessments, the Company determined no impairment existed for either reporting unit. During 2018, the Company performed a quantitative assessment as of October 1st as well as a qualitative assessment as of December 31st and based upon these assessments determined no impairment existed during the year ended December 31, 2018. No impairment charges were recorded in the consolidated statements of operations for the years ended December 31, 2019, 2018, and 2017.

The following table sets forth the changes in the carrying amount of goodwill and accumulated impairment loss for the Company for the years ended December 31, 2019 and 2018 (in thousands):

	Marketing Services	SaaS	Total
Balance as of January 1, 2018	$—	$—	$609,457
Additions	—	—	—
Impairments	—	—	—
Balance as of December 31, 2018	$—	$—	$609,457
Reallocations	390,573	218,884	609,457
Additions	—	—	—
Impairments	—	—	—
Balance as of December 31, 2019	$390,573	$218,884	$609,457

Intangible assets

The Company had definite-lived intangible assets of $147.5 million and $312.2 million as of December 31, 2019 and 2018, respectively.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The Company evaluated its definite-lived intangible assets for potential impairment indicators and determined there were none. Accordingly, no impairment charges were recorded during the years ended December 31, 2019 and 2018, respectively.

The following tables set forth the details of the Company's intangible assets for the years ended December 31, 2019 and 2018 (in thousands):

	Year Ended December 31, 2019
	Gross	Accumulated Amortization	Net	Weighted Average Remaining Amortization Period in Years
Client relationships	$701,802	$616,187	$85,615	1.0
Trademarks and domain names	200,300	139,767	60,533	2.6
Patented technologies	19,600	19,600	—	—
Covenants not to compete	1,588	256	1,332	2.5
Total intangible assets	$923,290	$775,810	$147,480	1.7

	Year Ended December 31, 2018
	Gross	Accumulated Amortization	Net	Weighted Average Remaining Amortization Period in Years
Client relationships	$701,802	$489,991	$211,811	2.0
Trademarks and domain names	200,300	103,763	96,537	3.4
Patented technologies	19,600	15,706	3,894	1.0
Total intangible assets	$921,702	$609,460	$312,242	2.4

The following tables summarize the changes in the carrying amounts of the Company's intangible assets for the years ended December 31, 2019 and 2018 (in thousands):

	Year Ended December 31, 2019
	Client relationships	Trademarks and domain names	Patented technologies	Covenants not to compete	Total Intangible assets
Balance as of January 1	$211,811	$96,537	$3,894	$  —	$312,242
Additions(1)	—	—	—	1,588	1,588
Amortization expense	(126,196)	(36,004)	(3,894)	(256)	(166,350)
Balance as of December 31	$85,615	$60,533	$—	$1,332	$147,480

(1)
The Company acquired covenants not to compete during the year ended December 31, 2019.

	Year Ended December 31, 2018
	Client relationships	Trademarks and domain names	Patented technologies	Total Intangible assets
Balance as of January 1	$381,073	$ 141,496	$9,825	$532,394
Additions(1)	702	—	—	702
Amortization expense	(169,964)	(44,959)	(5,931)	(220,854)
Balance as of December 31	$211,811	$96,537	$3,894	$312,242

(1)
See Note 3, Acquisitions.

Amortization expense for the years ended December 31, 2019, 2018, and 2017 was approximately $166.4 million, $220.9 million and $268.1 million, respectively.

F-27

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows (in thousands):

Fiscal Year	Estimated Future Amortization Expense
2020	$ 115,639
2021	17,008
2022	14,833
Total	$147,480

Note 6
Restructuring and Integration Expenses

On June 30, 2017 the Company completed the YP Acquisition and, in an effort to improve operational efficiencies and realize synergies, the Company incurred certain restructuring and integration charges. Restructuring and integration charges are incurred primarily from post-merger integration and restructuring initiatives. These charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs. From inception through December 31, 2019, the Company incurred $198.9 million of cumulative business restructuring charges and integration expenses. During the years ended December 31, 2019, 2018 and 2017, the Company incurred $46.0 million, $87.3 million and $65.6 million, respectively, of such business restructuring charges and integration expenses. These restructuring and integration expenses are recorded in General and administrative expense in the Company's consolidated statements of operations. The Company attributed all restructuring charges to the Marketing Services reporting segment.

As of December 31, 2019, the Company completed all restructuring and integration efforts associated with the YP Acquisition. The following table sets forth additional financial information related to the Company's restructuring charges and integration expenses for the years presented (in thousands):

	Years Ended December 31,			Year Ended December 31, 2019
	2019	2018	2017	Cumulative
Severance costs	$9,487	$ 18,326	$ 30,313	$58,126
Facility exit costs	6,532	13,519	7,317	27,368
System consolidation costs(1)	11,603	20,859	4,927	37,389
Legal costs	5,550	3,956	4,420	13,926
Tax and accounting advisory services	1,918	14,851	10,589	27,358
Other costs(2)	10,870	15,796	8,079	34,745
Total restructuring and integration expenses	$45,960	$87,307	$65,645	$ 198,912

(1)
System consolidation costs primarily represents costs related to YP integration efforts and incurred with contractors engaged to assist the Company with reducing duplicate software applications and licenses, obtaining new maintenance and network contracts, consolidating data centers, and eliminating telecom contracts.

(2)
Other costs primarily include the write-off of fixed assets and capitalized software costs..

The following tables reflect the Company's liabilities associated with restructuring charges and integration expenses (in thousands):

	Severance costs	Facility exit costs	System consolidation costs	Legal costs	Tax and accounting advisory services	Other costs	Total
Balance as of January 1, 2019	$5,528	$7,621	$1,064	$3,519	$—	$ 13,216	$30,948
Expense	9,487	6,532	11,603	5,550	1,918	10,870	45,960
Payments	(11,638)	(7,367)	(12,653)	(4,256)	(1,904)	(5,781)	(43,599)
Balance as of December 31, 2019	$3,377	$6,786	$14	$4,813	$14	$18,305	$33,309

F-28

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

	Severance costs	Facility exit costs	System consolidation costs	Legal costs	Tax and accounting advisory services	Other costs	Total
Balance as of January 1, 2018	$12,364	$6,024	$938	$3,565	$5,082	$3,002	$30,975
Expense	18,326	13,519	20,859	3,956	14,851	15,796	87,307
Payments	(25,162)	(11,922)	(20,733)	(4,002)	(19,933)	(5,582)	(87,334)
Balance as of December 31, 2018	$5,528	$7,621	$1,064	$3,519	$—	$ 13,216	$30,948

Note 7
Allowance for Doubtful Accounts

The following table sets forth the Company's allowance for doubtful accounts (in thousands):

	2019	2018	2017
Balance as of January 1	$22,571	$31,193	$7,708
Impact from adoption of ASC 606(1)	—	(7,129)	—
Additions(2)	30,092	24,214	49,087
Deductions(3)	(25,835)	(25,707)	(25,602)
Balance as of December 31	$26,828	$22,571	$31,193

(1)
Upon the adoption of ASC 606, the Company reclassified amounts related to accrued service credits to clients from the allowance for doubtful accounts to Accrued liabilities on its consolidated balance sheet.

(2)
For the years ended December 31, 2019 and 2018, represents provision for bad debt expense of $30.1 million and $24.2 million, respectively, which is included in General and administrative expense. For the year ended December 31, 2017, represents provision for bad debt expense of $19.7 million and provision for service credits of $29.4 million.

(3)
For the years ended December 31, 2019 and 2018, represents amounts written off as uncollectible, net of recoveries. For the year ended December 31, 2017, represents amounts written off as uncollectible, net of recoveries, and service credits provided to clients.

Note 8
Fixed Assets and Capitalized Software

The following table sets forth the components of the Company's fixed assets and capitalized software (in thousands):

	Years Ended December 31,
	2019	2018
Capitalized software	$71,128	$83,803
Assets under financing obligations(1)	54,676	54,676
Computer and data processing equipment	34,792	39,458
Land, buildings and building improvements	6,744	8,201
Furniture and fixtures	3,282	5,462
Leasehold improvements	6,502	4,321
Other	4,230	1,197
Fixed assets and capitalized software	181,354	197,118
Less: accumulated depreciation and amortization	79,842	74,961
Total fixed assets and capitalized software, net	$ 101,512	$ 122,157

(1)
Consists of a failed sale-leaseback liability related to a building and land in Tucker, Georgia. See Note 11, Debt Obligations.

F-29

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Depreciation and amortization expense associated with the Company's fixed assets and capitalized software was as follows (in thousands):

	Years Ended December 31,
	2019	2018	2017
Amortization of capitalized software	$25,913	$29,584	$18,653
Depreciation of fixed assets(1)	14,007	16,537	14,688
Total depreciation and amortization expense	$39,920	$46,121	$33,341

(1)
Includes depreciation associated with assets held under financing obligations of $1.7 million for the years ended December 31, 2019 and 2018, respectively, and $0.8 million for the year ended December 31, 2017.

Note 9
Accrued Liabilities

The following table sets forth additional financial information related to the Company's accrued liabilities (in thousands):

	Years Ended December 31,
	2019	2018
Accrued salaries and related expenses	$43,155	$55,815
Accrued severance	3,377	5,528
Accrued taxes	27,232	36,618
Accrued expenses	57,474	72,431
Accrued service credits	9,023	7,129
Accrued liabilities	$ 140,261	$ 177,521

Note 10
Leases

In February 2016, the FASB issued a new accounting standard, ASC 842, related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet for all leases with terms in excess of twelve months. Under this new standard, sufficient disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

The Company has entered into operating lease agreements for certain facilities and equipment. The Company determines at inception if an arrangement is a lease or contains a lease. As of December 31, 2019, the Company’s leases have remaining terms of approximately one to six years, which may include options to extend. The Company does not have lease agreements with residual value guarantees, or material restrictive covenants. Variable lease payments included in the lease agreements are immaterial. Leases with terms of twelve months or less at inception are excluded from the calculation of Operating lease right-of-use assets, net; Current portion of operating lease liability; and Operating lease liability, net of current portion.

During 2019, the Company recorded right-of-use assets impairment expense of $5.7 million related to consolidating operations at certain locations. The impairment expense recognized is not deductible for income tax purposes. This impairment expense is included in General and administrative expense on the Company's consolidated statement of operations for the year ended December 31, 2019. Prior to recording these impairments, the right-of-use assets related to these properties was $10.5 million. The Company has estimated the fair market value of the remaining right-of-use assets after impairment to be $4.8 million, based upon the continued usage of the properties or the present value of the anticipated sublease cash flows utilizing information gathered from third-party market analysis.

F-30

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The following table sets forth components of lease cost related to the Company's operating leases (in thousands):

	Year Ended December 31, 2019
Operating lease cost	$ 12,484
Short-term lease cost	1,144
Sublease income	(680)
Total lease cost	$12,948

The following table sets forth supplemental cash flow information related to the Company's operating leases (in thousands):

	Year Ended December 31, 2019
Cash flows from operating activities
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases	$ 16,733
Supplemental lease cash flow disclosure
Right-of-use assets obtained in exchange for new operating lease liabilities	$54,667

The following table sets forth supplemental balance sheet information related to the Company's operating leases (in thousands):

	December 31, 2019
Assets
Operating lease right-of-use assets, net	$ 39,046
Liabilities
Current portion of operating lease liability	$9,579
Operating lease liability, net of current portion	28,783
Total operating lease liability	$38,362

The following table sets forth additional information related to the Company's operating leases:

	December 31, 2019
Weighted-average remaining lease term - Operating leases (years)	4.9
Weighted-average discount rate - Operating leases	9.0%

The following table sets forth by year, maturities of operating lease liabilities as of December 31, 2019 (in thousands):

	Operating Leases
2020	$ 12,439
2021	7,962
2022	7,012
2023	6,932
2024	6,845
Thereafter	6,901
Total undiscounted lease payments	$48,091
Less: imputed interest	(9,729)
Present value of operating lease liability	$38,362

F-31

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Disclosures Related to Periods Prior to the Adoption of ASC 842

Prior to the Company’s adoption of ASC 842, rent expense for the Company for the years ended December 31, 2018 and 2017 was $16.2 million and $17.8 million, respectively.

The following table sets forth the future non-cancelable minimum rental obligations related to operating leases as of December 31, 2018 (in thousands):

	Minimum Rental Obligations
2019	$9,680
2020	9,153
2021	7,125
2022	7,015
2023 and thereafter	20,632
Total	$ 53,605

Note 11
Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of December 31, 2019 and 2018 (in thousands):

			December 31,
	Maturity	Interest Rate	2019	2018
Senior Term Loan, related party, net(1)	December 31, 2023	LIBOR + 9.00%	$609,407	$399,284
ABL Facility	September 30, 2023	3-month LIBOR + 4.00%	104,985	146,577
Total debt obligations			$714,392	$545,861

(1)
Net of debt issuance costs of $0.6 million and $0.7 million as of December 31, 2019 and 2018, respectively.

Term Loan

On July 29, 2016, upon emerging from its pre-packaged bankruptcy, the Company entered into a credit agreement with certain owners of the Company's common stock (the “Original Term Facility”) with initial borrowings of $600.0 million and a maturity date of July 29, 2021. On June 30, 2017, an additional $550.0 million was borrowed under the Original Term Facility to finance the YP Acquisition. Of the $550.0 million, 49.4% was held by related parties who are equity holders of the Company, including Mudrick Capital Management, LP (which holds rights to designate a seat on the Board); Paulson & Co Inc. (which holds rights to designate a seat on the Board); and GoldenTree Asset Management LP, who each held 16.9%, 16.4% and 16.1% of the debt respectively.

On December 31, 2018, the Original Term Facility was refinanced, which was effectuated through an Amended and Restated Credit Agreement (the “Senior Term Loan”) with an existing lender from the Original Term Facility. Certain terms of the Original Term Facility were amended, including maturity date, principal amount and interest rate. The Company accounted for the amending and restating of the Original Term Facility as an extinguishment of debt, which resulted in a loss upon extinguishment of $18.4 million.

On January 28, 2019 the single lender of the Senior Term Loan syndicated a portion of its interest in the Senior Term Loan to additional lenders, including certain members of the Original Term Facility lender syndicate who are also owners of the Company’s common stock.

The Senior Term Loan was funded in two installments. The first installment of $400.0 million was executed on December 31, 2018 and the second installment of $425.0 million on January 31, 2019, resulting in debt extinguishment losses of $18.4 million and $6.4 million for the years ended December 31, 2018 and December 31, 2019, respectively. The majority of the net proceeds of the first installment of $381.6 million (net of closing costs and restructuring fees of $18.4 million) were used to repay the remaining balance of the Original Term Facility at December 31, 2018 of $354.3 million at par. Debt issuance costs associated with fees payable directly to outside legal counsel of $0.7 million were capitalized and will be amortized to Interest expense, over

F-32

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

the term of the loan, on a straight-line basis, which approximates the effective interest method. The second installment of $425.0 million was executed on January 31, 2019, bringing the total principal advanced to the Company under the Senior Term Loan to $825.0 million, of which $250.0 million was held by related parties. The majority of the net proceeds of the second installment of $418.6 million (net of closing fees of $6.4 million) were used to repay the remaining balance of the Company's asset-based revolving line of credit at January 31, 2019, and to fund the share buyback transaction on April 30, 2019. The carrying value of the Senior Term Loan was $609.4 million and $399.3 million as of December 31, 2019 and 2018, respectively. The Senior Term Loan was initiated by Thryv, Inc., the Company’s operating subsidiary, is secured by all the property of Thryv, Inc., and is guaranteed by the Company.

On December 31, 2018, the Original Term Facility was paid in full. Of the $354.3 million payment, $155.4 million of principle was paid to the related parties listed above who held 85.7% of the Company's common stock. For the years ended December 31, 2019, 2018 and 2017, the Company recorded Interest expense with related parties of $24.8 million, $28.8 million and $29.3 million, respectively.

Commencing with the fiscal quarter ending March 30, 2019, the Company is required to use its Excess Cash Flow (“ECF”) to repurchase debt based on the following:

Leverage Ratio	Repurchase amount of ECF %
> 1.50:1.00	100%
1.50:1.00 > and >1.00:1.00	75%
<1.00:1.00	50%

Leverage Ratio in the table above is defined as of any date of determination, the ratio of (a) Total indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company's most recently ended as of such date for which internal financial statements of the Company are available. ECF repurchases are based on (a) net cash provided by operating activities of the Company for such quarterly period as reflected in the statement of cash flows on the consolidated financial statements of the Company, minus (b) the amount of capital expenditures made during such period, minus (c) minimum cash balance requirements.

Term Loan Covenants

The Amended and Restated Credit Agreement contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, sales of assets, sale-leaseback transactions, swap agreements, payments of dividends or distributions, capital expenditures, mergers, consolidations and liquidations, and use of the proceeds from the ABL credit agreement. Additionally, the Company is required to maintain compliance with a leverage ratio covenant not to exceed 3.5 times consolidated EBITDA as defined in the Amended and Restated Credit Agreement. As of December 31, 2019, the Company was in compliance with its Senior Term Loan covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

ABL Facility

On December 15, 2016, the Company entered into an asset-based revolving line of credit agreement (“ABL Facility”), which was utilized to finance ongoing general corporate and working capital needs. The availability under the ABL Facility is the lesser of 75% of the aggregate revolving commitments or the defined borrowing base calculated based on available accounts receivable. The interest rate is 3-month LIBOR plus 4.0%.

To enter into the ABL Facility, the Company incurred debt issuance costs of $2.1 million. On April 21, 2017, the ABL Facility was amended to increase the available borrowing from $150.0 million to $200.0 million. On June 30, 2017, the ABL Facility was amended again to increase the available Maximum Revolver Amount (“MRA”) from $200.0 million to $350.0 million, and the Company incurred additional debt issuance costs of $3.9 million. On January 31, 2019, the ABL Facility was further amended to extend its maturity date to September 30, 2023. The Company accounted for this transaction as a modification of the ABL Facility. Accordingly, the existing unamortized debt issuance costs as well as the additional $0.7 million of fees and third-party costs associated with the latest amendment are deferred and will be amortized over the new term of the ABL Facility.

F-33

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

As of December 31, 2019 and 2018, the Company had debt issuance costs with a remaining balance of $3.5 million and $3.7 million, respectively. These debt issuance costs are included in long-term assets on the Company's consolidated balance sheets.

The terms of the ABL Facility require the MRA to decrease throughout the remaining periods, as follows (in thousands):

Period	Maximum Revolver Amount
January 1, 2019 through December 31, 2019	$ 225,000
January 1, 2020 through June 30, 2020	200,000
July 1, 2020 through December 31, 2020	175,000
January 1, 2021 through June 30, 2021	150,000
July 1, 2021 through December 31, 2021	125,000
January 1, 2022 and thereafter	100,000

The ABL Facility at December 31, 2019 had a borrowing capacity of $91.6 million and is secured by all of the assets of the Company’s operating subsidiary and guaranteed by the Company.

ABL Facility Covenants

The ABL Facility contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of liens, investments, acquisitions, disposal of assets, additional indebtedness, distributions and payments of certain indebtedness, certain affiliate transactions, issuance or sale of equity instruments, mergers, liquidations and consolidations. The Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) adjusted pro forma EBITDA for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid, and (c) all federal, state, and local income taxes accrued, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or their affiliates, and (e) all restricted payments paid (whether in cash or other property, other than common equity interest). As of December 31, 2019, the Company was in compliance with its ABL Facility covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

Other Financing Obligations

As part of the YP Acquisition on June 30, 2017, the Company assumed certain financing obligations including a failed sale-leaseback liability associated with land and a building in Tucker, Georgia. In conjunction with this financing liability, the fair value of the land and building was included as a part of the total tangible assets acquired in the acquisition. A certain amount of this liability consists of a non-cash residual value at termination of the lease in August 2022, which on this date will be written off against the remaining carrying value of the land and building, with any amount remaining recorded as a gain on termination of the lease contract. As part of the Company's adoption of ASC 842, the Company reassessed whether the previously failed sale-leaseback would meet the sale criteria under the new leasing standard and determined that the sale criteria under the new leasing standard were not met. Therefore, the Company continued to account for the lease as a finance obligation upon transition.

Additionally, as part of the Company's ongoing restructuring activities and the YP Acquisition, the Company has exited certain of the leased facilities for which the Company has ongoing contractual rental obligations. As required, the Company recorded a reserve for these future contractual rental obligations, net of anticipated sublease income offsets.

F-34

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The following table sets forth the components of the Company's total financing obligations and reserve for facility exit costs as of December 31, 2019 and 2018 (in thousands):

	December 31,
	2019	2018
Non-cash residual value of Tucker, Georgia lease	$54,676	$54,676
Future cash maturities associated with the Tucker, Georgia failed sale-leaseback liability	1,441	1,877
All other financing obligations	—	790
Reserve for facility exit costs, including current portion(1)	—	7,843
Total other financing obligations	$56,117	$65,186

(1)
Upon implementation of ASC 842, liabilities previously recognized under ASC 420, Exit or Disposal Cost Obligations were subsumed into operating lease right-of-use assets.

Future Cash Commitments

The following table sets forth future cash commitments associated with the Company's term loan, line of credit, and other financing obligations (in thousands):

	Debt Obligations
2020	$580
2021	740
2022	121
2023	714,392
Total future cash commitments	$715,833

Note 12
Pensions

The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

The Company immediately recognizes actuarial gains and losses in its operating results in the year in which the gains and losses occur. The Company estimates the interest cost component of net periodic pension cost by utilizing a full yield curve approach in the estimation of this component by applying the specific spot rates along the yield curve used in the determination of the benefit obligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates.

Net Periodic Pension Cost

The following table set forth components of net periodic cost for the Company's pension plans (in thousands):

	Years Ended December 31,
	2019	2018	2017
Interest cost	$22,146	$20,946	$18,983
Expected return on assets	(15,044)	(16,716)	(19,191)
Settlement loss/(gain)	693	(204)	708
Remeasurement loss/(gain)	45,366	(3,510)	40,304
Net periodic pension cost	$53,161	$516	$40,804

Since all pension plans have been frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows.

F-35

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The following table sets forth the weighted-average assumptions used for determining the Company's net periodic pension cost:

	Years Ended December 31,
	2019	2018	2017
Pension benefit obligations discount rate	4.30%	3.63%	4.00%
Interest cost discount rate	3.93%	3.23%	3.32%
Expected return on plan assets, net of administrative expenses	3.68%	3.58%	4.27%
Rate of compensation expense increase	N/A	N/A	N/A

The following table sets forth the weighted-average assumptions used for determining the Company's pension benefit obligations:

	Years Ended December 31,
	2019	2018
Pension benefit obligations discount rate	3.16%	4.30%
Rate of compensation increase	N/A	N/A
Interest crediting rate	3.36%	3.59%

Pension Benefit Obligations and Plan Assets

The following table summarizes the benefit obligations, plan assets, and funded status associated with the Company's pension and benefit plans (in thousands):

	2019	2018
Change in Benefit Obligations
Balance as of January 1	$597,077	$678,147
Acquisition	—	—
Interest cost	22,146	20,946
Actuarial loss/(gain), net	76,161	(41,518)
Benefits paid	(51,423)	(60,498)
Balance as of December 31	$643,961	$597,077
Change in Plan Assets
Balance as of January 1	$424,927	$502,597
Acquisition	—	—
Plan contributions	30,369	3,918
Actual return on plan assets, net of administrative expenses	45,146	(21,090)
Benefits paid	(51,423)	(60,498)
Balance as of December 31	$449,019	$424,927
Funded Status as of December 31 (plan assets less benefit obligations)	$(194,942)	$(172,150)

The accumulated obligations for all defined pension plans was $644.0 million and $597.1 million as of December 31, 2019 and 2018, respectively.

During the year ended December 31, 2019, the Company made cash contributions of $29.6 million to the qualified plans, as required under pension accounting guidelines, and contributions and associated payments of $0.7 million to the non-qualified plans. During the year ended December 31, 2018, the Company made a cash contribution of $2.9 million to the qualified plans, as required under pension accounting guidelines, and contributions and associated payments of $1.0 million to the non-qualified plans. During the year ended December 31, 2017, the Company made cash contributions of $4.3 million to the qualified plans, as required under pension accounting guidelines, and contributions and associated payments of $0.6 million to the non-qualified plans

F-36

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The net actuarial loss in the benefit obligations of $46.2 million for the year ended December 31, 2019 was attributable to decreasing discount rates due to changes in the corporate bond markets, updates in economic assumption to reflect current market conditions, and deviations from expected plan experience. This loss was partially offset by gains attributable to life expectancy updates and actual asset performance exceeding expectations.

The following table sets forth the amounts associated with pension plans recognized within Pension obligations, net on the Company's consolidated balance sheets (in thousands):

	Years Ended December 31,
	2019	2018
Current liabilities	$(1,409)	$(1,231)
Long-term liabilities	(193,533)	(170,919)
Total pension liability as of December 31	$(194,942)	$(172,150)

The following table sets forth the amounts associated with the Company's pension plans that have an accumulated pension obligations greater than plan assets (underfunded) (in thousands):

	Years Ended December 31,
	2019	2018
Accumulated benefit obligations	$643,961	$597,077
Projected benefit obligations	643,961	597,077
Plan assets	$449,019	$424,927

Expected Cash Flows

The following table sets forth the expected future pension benefit payments (in thousands):

	Expected Future Pension Benefit Payments
2020	$59,727
2021	51,326
2022	46,852
2023	43,708
2024	42,158
2025 to 2029	$182,046

Pension Plan Assets

The Company's overall investment strategy is to achieve a mix of assets, which allows it to meet projected benefits payments while taking into consideration risk and return. Depending on perceived market pricing and various other factors, both active and passive approaches are utilized.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The following tables set forth the fair values of the Company's pension plan assets by asset category (in thousands):

	December 31, 2019
	Total	Level 1 (quoted market prices in active markets)	Level 2 (significant observable input)	Level 3 (Unobservable inputs)
Cash and cash equivalents	$8,029	$8,029	$—	$   —
Equity funds	99,963	99,963	—	—
U.S. treasuries and agencies	29,610	—	29,610	—
Corporate bond funds	187,272	187,272	—	—
Total	$324,874	$295,264	$29,610	$—
Hedge funds-investments measured at NAV as a practical expedient	124,145
Total plan assets	$449,019

	December 31, 2018
	Total	Level 1 (quoted market prices in active markets	Level 2 (significant observable input)	Level 3 (Unobservable inputs)
Cash and cash equivalents	$6,927	$3,455	$3,472	$   —
Equity funds	81,152	81,152	—	—
U.S. treasuries and agencies	37,085	—	37,085	—
Corporate bond funds	164,545	164,545	—	—
Total	$289,709	$249,152	$40,557	$—
Hedge funds-investments measured at NAV as a practical expedient	135,218
Total plan assets	$424,927

Cash and cash equivalents are comprised of cash and high-grade money market instruments with short-term maturities. Equity funds are mutual funds invested in equity securities. U.S. treasuries and agencies are fixed income investments in U.S. government or agency securities. Corporate bonds are mutual fund investments in corporate debt. Hedge funds are private investment vehicles that use a variety of investment strategies with the objective of providing positive total returns regardless of market performance.

Pension Plan Hedge Fund Investments

The Company's hedge fund investments are made through limited partnership interests in various hedge funds that employ different trading strategies. Examples of strategies followed by hedge funds included directional strategies, relative value strategies and event driven strategies. A directional strategy entails taking a net long or short position in a market. Relative value seeks to take advantage of mis-pricing between two related and often correlated securities with the expectation that the pricing discrepancy will be resolved over time. Relative value strategies typically involve buying and selling related securities. An event driven strategy uses different investment approaches to profit from reactions to various events. Typically, events can include acquisitions, divestitures or restructurings that are expected to affect individual companies and may include long and short positions in common and preferred stocks, as well as debt securities and options. The Company has no unfunded commitments to these investments and has redemption rights with respect to its investments that range up to three years. As of December 31, 2019, and 2018, no single hedge fund made up more than 3% of total pension plan assets.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The Company uses net asset value (“NAV”) to determine the fair value of all the underlying investments which do not have a readily determinable fair market value, and either have the attributes of an investment company or prepare their financial statements consistent with the measurement principles of an investment company. As of December 31, 2019 and 2018, the Company used NAV to value its hedge fund investments.

The following table sets forth the weighted asset allocation percentages for the pension plans by asset category:

	December 31
	2019	2018
Cash and cash equivalents	1.8%	1.6%
U.S. treasuries and agencies, corporate bond funds, and other fixed income	48.3%	47.5%
Equity funds	22.3%	19.1%
Hedge funds	27.6%	31.8%
Total	100.0%	100.0%

Prospective Pension Plan Investment Strategy

The Company uses a liability driven investment (“LDI”) strategy and as part of the strategy the Company may invest in hedge fund investments, fixed income investments, equity investments and will hold an adequate amount of cash and cash equivalents to meet daily pension obligations.

Expected Rate of Return for Pension Assets

The expected rate of return for the pension assets represents the average rate of return to be earned on plan assets over the period the benefits are expected to be paid. The expected rate of return on the plan assets is developed from the expected future return on each asset class, weighted by the expected allocation of pension assets to that asset class. Historical performance is considered for the types of assets in which the plan invests. Independent market forecasts and economic and capital market considerations are also utilized.

For 2020, the expected rates of return, net of administrative expenses, for the Consolidated Pension Plan of Dex Media and the YP Pension Plan are 3.88% and 2.84%, respectively, with a weighted-average expected rate of return of 3.73%. In 2019, the actual rates of return on assets for the Consolidated Pension Plan of Dex Media and the YP Pension Plan were 9.8% and 18.2%, respectively. In 2018, the actual rates of return on assets for the Consolidated Pension Plan of Dex Media and the YP Pension Plan were (1.7)% and (5.4)%, respectively.

Savings Plan Benefits

The Company sponsors a defined contribution savings plan to provide opportunities for eligible employees to save for retirement. Substantially all of the Company's employees are eligible to participate in the plan. Participant contributions may be made on a pre-tax, after-tax, or Roth basis. Under the plan, a certain percentage of eligible employee contributions are matched with Company cash contributions that are allocated to the participants' current investment elections. The Company recognizes its contributions as savings plan expense based on its matching obligation to participating employees. For the years ended December 31, 2019, 2018 and 2017, the Company recorded total savings plan expense of $10.8 million, $12.6 million, and $13.4 million, respectively.

Note 13
Stock-Based Compensation

Stock-Based Compensation

The Stock Incentive Plan provides for several forms of incentive awards to be granted to designated eligible employees, non-management directors, and independent contractors providing services to the Company. The maximum number of shares of the Company’s common stock authorized for issuance under the Stock Incentive Plan is 11,100,000.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Stock Options

The Stock Incentive Plan permits grants of cash-settled stock options. On November 18, 2019 and December 3, 2019, the Company granted 4,589,200 and 10,000 stock options, respectively, to certain employees and non-management directors at an exercise price of $9.00 that vest over a three-year period ending on January 1, 2023 and have a 10-year term from the date of grant. No options were issued during the year ended December 31, 2018. During the year ended December 31, 2017, the Company granted non-qualified stock option awards to certain employees and non-management directors, at a weighted-average exercise price of $6.44 that vest over a three-year period ending on January 1, 2021 and have a 10-year term from the date of grant.

A stock option holder may pay the option exercise price in cash, by delivering unrestricted shares to the Company having a value at the time of exercise equal to the exercise price, by a cashless broker-assisted exercise, by a loan from the Company, or by a combination of these methods.

Any unvested portion of the stock option award will be forfeited upon the employee’s termination of employment with the Company for any reason before the date the option vests, except that the Compensation Committee of the Company, at its sole option and election, may provide for the accelerated vesting of the stock option award. If the Company terminates the employee without cause or the employee resigns for good reason, then the employee is eligible to exercise the stock options that vested on or before the effective date of such termination or resignation. If the Company terminates the employee for cause, then the employee's stock options, whether or not vested, shall terminate immediately upon termination of employment. The Compensation and Benefits Committee of the Company shall have the authority to determine the treatment of awards in the event of a change in control of the Company or the affiliate which employs the award holder.

The Company’s common stock is not yet publicly traded; therefore, the Company must estimate the fair value of common stock. The Company estimates the fair value of its common stock as outlined in Note 1, Description of the Business and Summary of Significant Accounting Policies, Common Stock Fair Value. The fair value of each stock option is estimated using the Black-Scholes option pricing model. The model used for this valuation/revaluation incorporates assumptions regarding inputs as follows:

• Due to the lack of trading volume of the Company's common stock, expected volatility is based on the debt-leveraged historical volatility of the Company's peer companies;

• The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected life option;

• Expected life is calculated using the simplified method based on the average life of the vesting term and the contractual life of each award; and

• Due to the lack of historical turnover information relating to the option holder group, the Company has estimated a forfeiture rate of zero.

The following table sets forth the weighted-average stock option fair values and assumptions:

	Years Ended December 31,
	2019	2018	2017
Weighted-average fair value	$5.69	$8.57	$5.90
Dividend yield	—	—	—
Volatility	39.37%	47.39%	57.48%
Risk-free interest rate	1.68%	2.47%	2.18%
Expected life (in years)	4.47	4.03	4.86

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The following tables reflect changes in the Company's outstanding liability classified stock-based compensation awards for the years ended December 31, 2019 and 2018:

	2019
	Number of Stock Option Awards	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding stock option awards at January 1	10,925,833	$2.15	6.79	$90,463,239
Granted	4,599,200	9.00	9.88	—
Exercises (net cash settled, see Tender Offer below)	(4,186,834)	2.05	6.75	33,901,447
Exercises (issuance of shares)	(200,988)	2.18	6.78	1,420,239
Forfeitures/expirations	(560,714)	2.32	6.81	3,745,889
Outstanding stock option awards at December 31, 2019	10,576.497	$5.16	8.15	$42,433,615
Options exercisable as of December 31	4,214,148	$2.11	6.78	$29,029,972

As of December 31, 2019, the fair value associated with the Company's stock options totaled $60.2 million. The vested portion of this fair value at December 31, 2019 was $43.0 million and is included in Stock option liability on the Company's consolidated balance sheet. See Note 4, Fair Value Measurements. As of December 31, 2019, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was approximately $17.2 million and is expected to be recognized over a weighted-average period of approximately 3.0 years.

	2018
	Number of Stock Option Awards	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding stock option awards at January 1	11,100,000	$2.16	8.79	$59,324,500
Granted	—	—	—	—
Exercises	(1,667)	2.04	—	—
Forfeitures/expirations	(172,500)	2.49	—	—
Outstanding stock option awards at December 31, 2018	10,925,833	$2.15	7.79	$90,463,239
Options exercisable as of December 31	5,078,979	$2.04	7.75	$42,612,634

As of December 31, 2018, the fair value associated with the Company's stock options totaled $93.8 million. The vested portion of this fair value at December 31, 2018 was $64.3 million and is included in Stock option liability on the Company's consolidated balance sheet. See Note 4, Fair Value Measurements. As of December 31, 2018, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was approximately $29.5 million and is expected to be recognized over a weighted-average period of approximately 1.0 years.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Stock-Based Compensation Expense

The following table sets forth stock-based compensation expense, including the effects of gains and losses from change in fair value recognized by the Company in the following line items in the Company's consolidated statements of operations during the periods presented (in thousands):

	Years Ended December 31,
	2019	2018	2017
Cost of services	$381	$4,156	$2,492
Sales and marketing	1,649	4,276	2,369
General and administrative	12,089	31,172	18,503
Stock-based compensation expense	$14,119	$39,604	$23,364

The total income tax benefit in the consolidated statements of operations related to stock-based compensation awards was $3.6 million, $10.0 million and $6.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The majority of the tax benefit was not recognized as a result of the valuation allowance.

Tender Offer

On May 1, 2019, the Company completed a tender offer (the “Tender Offer”) made to all stockholders and option holders. The transaction included the purchase of approximately 43.1 million shares of the Company’s outstanding common stock from certain stockholders of record as of April 30, 2019 for a purchase price of approximately $438.0 million. These shares are recorded in Treasury stock as of December 31, 2019. Additionally, through this Tender Offer, the Company settled approximately 4.2 million of its outstanding stock options, resulting in a net cash distribution to the related option holders of approximately $33.9 million.

Stock Warrants

At December 31, 2019, 2018 and 2017, the Company had 10,459,141 fully vested outstanding warrants that allowed for the purchase of one share of the Company’s common stock for each warrant exercised at a strike price of $13.55. The warrants were issued in 2016 upon Holdings’ emergence from its pre-packaged bankruptcy. No warrants were exercised during the years ended December 31, 2019, 2018, and 2017. These warrants expire on July 31, 2023.

Note 14
Earnings per Share

The following table sets forth the calculation of basic earnings per share and diluted earnings per share for the years ended December 31, 2019, 2018 and 2017 (in thousands, except share and per share amounts):

	Years Ended December 31,
	2019	2018	2017
Basic net income (loss) per share:
Net income (loss)	$35,504	$52,271	$(171,324)
Weighted-average common shares outstanding during the period	73,521,230	103,196,920	101,586,026
Basic net income (loss) per share	$0.48	$0.51	$(1.69)
Diluted net income (loss) per share:
Net income (loss)	$35,504	$52,271	$(171,324)
Basic shares outstanding during the period	73,521,230	103,196,920	101,586,026
Plus: Common stock equivalents associated with liability-based stock option awards	4,700,535	4,139,232	—
Diluted shares outstanding	78,221,765	107,336,152	101,586,026
Diluted net income (loss) per share	$0.45	$0.49	$(1.69)

The computation of diluted shares outstanding excluded approximately 4.6 million, 0.3 million and 11.1 million of outstanding liability-based stock option awards for the years ended December 31, 2019, 2018 and 2017, respectively, and 10.5 million of outstanding stock warrants for each of the years ended December 31, 2019, 2018 and 2017, as their effect would have been anti-dilutive.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

Note 15
Income Taxes

The following table sets forth the components of the Company's (provision) benefit for income taxes (in thousands):

	Years Ended December 31,
	2019	2018	2017
Current tax (provision):
Federal	$(37,319)	$(23,848)	$(64,861)
State and local	(5,861)	(7,384)	(9,594)
Total current tax (provision)	(43,180)	(31,232)	(74,455)
Deferred tax benefit:
Federal	32,327	7,474	123,903
State and local	(7,209)	15,271	18,093
Total deferred tax benefit	25,118	22,745	141,996
Total (provision) benefit for income taxes	$(18,062)	$(8,487)	$67,541

The following table sets forth the principal reasons for the differences between the effective income tax rate and the statutory federal income tax rate for the Company:

	Years Ended December 31,
	2019	2018	2017
Statutory federal tax rate	21.0%	21.0%	35.0%
State and local taxes, net of federal tax benefit	19.1	(16.4)	(1.8)
Non-deductible and non-includable items	3.1	(2.8)	(0.8)
Subsidiary basis adjustment	—	—	0.3
Change in federal valuation allowance	(14.5)	7.6	(27.8)
Change in unrecognized tax benefits (including FBOS(1))	5.3	2.7	0.1
Impact of federal tax reform legislation	—	—	7.1
Taxable reorganization items	—	—	15.3
Other, net	(0.3)	1.9	0.9
Effective tax rate	33.7%	14.0%	28.3%

(1)
Federal benefit of state

On December 22, 2017, H.R.1, formally known as the Tax Cuts and Jobs Act (“TCJA”) was enacted into law. This new tax legislation, among other changes, reduced the Federal corporate income tax rate from 35% to 21% effective January 1, 2018. Under GAAP, the Company was required to revalue its net deferred tax liability associated with its net taxable temporary differences in the period in which the new tax legislation is enacted based on deferred tax balances as of the enactment date, to reflect the effect of such reduction in the corporate income tax rate. Such revaluation resulted in a non-cash net deferred income tax benefit of $17.0 million recognized in continuing operations, decreasing our net deferred tax liability for the year ended December 31, 2017.

In addition to the statutory rate change, the corporate federal Alternative Minimum Tax (“AMT”) was repealed prospectively, while permitting AMT credit carryovers from prior tax years subject to certain limitations. The law also repealed the federal Net Operating Loss (“NOL”) two-year carryback provision yet permitted an indefinite carryforward provision instead of the current twenty-year carryforward provision. Other provisions of the bill placed limitations on the deduction of net business interest expenses and NOL deductions. The Company has finalized the assessment of the impact this tax legislation will have on its cash tax payments, financial statements and related disclosures.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

The Company made a reasonable estimate of the income tax effects of the TCJA at December 31, 2017 based on the provisions of the federal and state tax laws in effect at the time such new legislation was enacted and finalized the assessment of the impact this tax legislation during the year ended December 31, 2018 resulting in changes to the original estimate which were not material.

Deferred Taxes

Deferred taxes arise because of differences in the book and tax basis of certain assets and liabilities. A valuation allowance is recognized to reduce gross deferred tax assets to the amount that will more likely than not be realized.

The following table sets forth the significant components of the Company's deferred income tax assets and liabilities (in thousands):

	Years Ended December 31,
	2019	2018
Deferred tax assets
Allowance for doubtful accounts	$9,098	$4,876
Deferred and other compensation	18,165	26,761
Capital investments	3,780	3,754
Debt, capitalized fees, and other interest	4,644	4,655
Pension and other post-employment benefits	52,219	46,466
Operating lease liability	9,736	—
Reserve for facility exit costs	1,875	1,975
Net operating loss and credit carryforwards	27,019	29,872
Fixed assets and capitalized software	130	237
Non-compete and other agreements	30,250	2,990
Deferred costs	—	27,788
Other, net	11,239	12,250
Total deferred tax assets	168,155	161,624
Valuation allowance	(126,321)	(127,294)
Net deferred tax assets	$41,834	$34,330
Deferred tax liabilities
Goodwill and other intangibles	(1,658)	(13,682)
Deferred revenue	(71,943)	(94,004)
Deferred costs	(3,453)	—
Investment in subsidiaries	(4,676)	(1,586)
Operating lease right-of-use assets	(10,643)	—
Other, net	(4,199)	(3,963)
Total deferred tax liabilities	(96,572)	(113,235)
Net deferred tax liability	$(54,738)	$(78,905)

The Company establishes a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating the ability to realized deferred tax assets, the Company considers all available positive and negative evidence, in determining whether, based on the weight of that evidence, a valuation allowance is needed for some or all of their deferred tax assets. In determining the need for a valuation allowance on the Company's deferred tax assets the Company places greater weight on recent and objectively verifiable current information, as compared to more forward-looking information that is used in valuing other assets on the consolidated balance sheets. The Company has considered taxable income in prior carryback years, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income in assessing the need for the valuation allowance. If the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

for income taxes. Due to the historical level of the Company's earnings, management believes that it is more likely than not that the Company would not be able to realize all the benefits of its deferred tax assets and accordingly recognized a valuation allowance of $126.3 million and $127.3 million for the years ended December 31, 2019 and 2018, respectively.

The following table sets forth changes in the Company’s valuation allowance (in thousands):

	2019	2018	2017
Balance as of January 1	$ 127,294	$ 136,766	$55,384
Impact from adoption of ASC 606	—	(4,365)	—
Net change in valuation allowance	(973)	(5,107)	81,382
Balance as of December 31	$126,321	$127,294	$ 136,766

At December 31, 2019 and 2018, the Company had net operating loss carryforwards of $0.1 million and $0.2 million, respectively, for federal income tax purposes, and $26.9 million and and $29.4 million, respectively, for state income tax purposes, which will begin to expire in 2022 and 2019, respectively.

The Company files its income tax return with federal and various state jurisdictions within the United States. Generally, tax years 2015 through 2017 are subject to examination by the Internal Revenue Service, however, certain other periods remain open to examination due to the existence of net operating loss carryforwards. State tax returns are open for examination for an average of three years; however, certain jurisdictions remain open to examination longer than three years due to the existence of net operating loss carryforwards. The Company received IRS FPAA notification letters (Form 1830-C) dated August 29, 2018 for IRS adjustments related to the tax years 2012-2015, for which the Company has previously adequately reserved. See Note 16, Contingent Liabilities. The Company is also currently under federal tax examination for tax years 2013-2016, California Franchise Tax Board tax examination for tax years 2013-2014, and New York state tax examination for tax years 2015-2017. The Company does not have any other significant state or local examinations in process.

Unrecognized Tax Benefits

The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns.

The following table reflects changes to and balances of the Company's unrecognized tax benefits (in thousands):

	2019	2018	2017
Balance as of January 1	$ 48,469	$ 49,521	$3,246
Gross additions for tax positions related to the current year	—	146	1,569
Gross additions for tax positions related to prior years	—	550	47,937
Gross reductions for tax positions related to prior years	—	(665)	(851)
Gross reductions for tax positions related to the lapse of applicable statute of limitations	(164)	(311)	(2,380)
Gross reductions for tax positions related to current year settlements	—	(772)	—
Balance as of December 31	$48,305	$48,469	$ 49,521

For the year ended December 31, 2019, the Company's unrecognized tax benefit decreased by $0.2 million while for the year ended December 31, 2018, the Company's unrecognized tax benefit decreased by $1.1 million, and for the year ended December 31, 2017, the Company's unrecognized tax benefit increased by $46.3 million. The decrease for the year December 31, 2019 was due to the reduction for tax positions related to the lapse of applicable statute of limitations. The decrease for the year ended December 31, 2018 was primarily due to the additional accrual of tax interest for tax positions related to prior years. The increase for the year ended December 31, 2017 was primarily due to the addition of tax positions related to the acquisition of YP of $47.9 million.

For the years ended December 31, 2019, 2018, and 2017, the Company had $48.3 million, $48.5 million and $49.5 million, respectively, of unrecognized tax benefits excluding interest and penalties, that if recognized,

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

would impact the effective tax rate. The Company recorded interest and penalties related to unrecognized tax benefits as part of the (Provision) benefit for income taxes in the Company's consolidated statements of operations of $3.7 million, $2.3 million, and $0.8 million for the years ended December 31, 2019, 2018, and 2017, respectively. Unrecognized tax benefits include $10.7 million, $7.0 million, and $4.7 million of accrued interest as of December 31, 2019, 2018, and 2017, respectively.

It is reasonably possible that the $48.3 million unrecognized tax benefit liability presented above for the year ended December 31, 2019, could decrease by $42.8 million within the next twelve months, due to an anticipated settlement with the tax authorities and the expiration of the statute of limitations in certain jurisdictions.

Note 16
Contingent Liabilities

Litigation

The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.

The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on the Company's consolidated statements of operations, consolidated balance sheets or consolidated statements of cash flows.

New York Tax Cases: There are two matters open in this case; one involving the period December 1, 2009, through May 31, 2012 (the, “First Case”), and another involving the period June 1, 2012, through May 31, 2016 (the, “Second Case”). The issue in both matters is whether the hand delivery of the Company's telephone directories by Product Development Corporation (“PDC”) and Directory Distributing Associates, Inc. (“DDA”) in New York constitutes causing the directories to be mailed or shipped “by means of a common carrier, United States postal service or like delivery service” pursuant to Tax Law Section 1115(n)(4). If so, then no tax would be due as an exemption from tax would apply. The Company previously successfully litigated this issue for Verizon Yellow Pages Company and the Division did not appeal the Administrative Law Judge's (“ALJ”) determination. The Division, however, subsequently litigated the issue against another taxpayer, Yellow Book, and was successful.

On May 25, 2017, the Administrative Law Judge issued a Determination in the New York tax appeal and upheld the Notice of Determination issued by the Division of Taxation in the First Case. The Division asserted that $3.2 million of tax and interest is due for the period December 1, 2009 through May 31, 2012. In the Determination, the ALJ concluded that “PDC and DDA were not acting as common carriers in their delivery of the directories but were acting as contract carriers.”

The Company subsequently filed an Exception with the Tax Appeals Tribunal (which reviews ALJ Determinations based on the record made before the ALJ). The Tax Appeals Tribunal issued an adverse ruling on or about September 20, 2018. The Company filed an appeal with the Appellate Division on January 17, 2019. The Commissioner filed an answer in February 2019. On January 10, 2019, in connection with the appeal, the Company paid $5.1 million to the State of New York for the tax assessed, plus interest, which was fully accrued on the Company's consolidated balance sheet at December 31, 2018. If the Company prevails, it will be entitled to recover the payment. All briefings were submitted and the New York Supreme Court, Appellate Division, heard arguments in the sales tax appeal on January 16, 2020 and issued a ruling on February 27, 2020, affirming the determination against Thryv.

In addition, the Company has appealed the Division’s Notice of Determination for the Second Case, in which the Division has asserted that an additional $3.3 million of tax and interest is due. The ALJ approved a stipulation between DexYP and the Division under which the parties agreed that the outcome of the ultimate

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

decision in the First Case will be binding on the parties with respect to the Second Case. The total combined exposure of both cases is approximately $8.4 million, inclusive of the $5.1 payment that is referenced above, leaving an additional unpaid balance of $3.3 million, which is accrued on the Company's consolidated balance sheet at December 31, 2019.

Section 199 and Research and Development Tax Case: Section 199 of the Tax Code provides for exemptions for manufacturing performed in the U.S. The government has taken the position that directory providers are not entitled to take advantage of the exemption because printing vendors are taking deductions under the same exemption. The Tax Code also provides for tax credits related to research and development expenditures. The government has taken a position that the expenditures have not been sufficiently documented to be eligible as a credit. The Company disagrees with these positions.

The government has challenged the Company's positions and sent 90-day notices to DexYP on August 29, 2018. In response, the Company has filed three petitions (Print Media, LLC, YP Holdings, LLC, and YP LLC) in the Tax Court and the IRS has filed answers to these petitions. The three cases have been assigned to IRS case managers. The first petition that was filed is being sent to IRS Appeals. The Company continues to negotiate with the IRS to move the cases to Appeals so that they can be resolved.

As of December 31, 2019 and 2018, the Company has reserved approximately $46.0 million and $42.8 million in connection with the 199 disallowance and $7.1 million and $6.7 million related to the research and development tax credit disallowance, respectively. Pursuant to the acquisition transaction whereby the Company acquired certain entities from the YP Acquisition, the Company is entitled to (i) a dollar for dollar indemnification for the research and development tax liability, and (ii) a dollar for dollar indemnification for the 199-tax liability after the Company pays the first $8.0 million in liability. The indemnification, however, is subject to a provision in the YP Acquisition agreement that limits the seller’s liability to certain stock that was escrowed in connection with the YP Acquisition. The value of that escrowed stock is estimated to be approximately $29.8 million and $33.9 million at December 31, 2019 and 2018, respectively. See Note 3, Acquisitions.

Walker v. Directory Distributing Associates, Inc. et al.: United States Bankruptcy Court for the Eastern District of Missouri; United States District Court for the Eastern District of Missouri (“Missouri District Court”) (originally filed August 25, 2011 in Harris County, Texas). This is an action brought under the Fair Labor Standards Act (FLSA), alleging that DDA misclassified Texas delivery workers as independent contractors and that those delivery workers were jointly employed by DDA and AT&T Corp. Plaintiffs seek unpaid minimum wage for work they claim was uncompensated, as well as alleged unpaid overtime compensation, liquidated damages, attorney’s fees, and costs on behalf of approximately 2,500 opt-in plaintiffs for the time period of June 25, 2009 to December 21, 2012. On October 14, 2016, DDA filed a chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Eastern District of Missouri (the “Missouri Bankruptcy Court”), which caused the Texas action to be removed to federal court and transferred to the Missouri Bankruptcy Court. Soon after, the Missouri Bankruptcy Court appointed a chapter 11 trustee for DDA (“Trustee”), displacing DDA management. The Missouri Bankruptcy Court also stayed Walker in its entirety as to all parties. In October 2017, the Bankruptcy Court granted the Trustee’s motion to require the parties to mediate the Walker and Krawczyk matters. Formal settlement negotiations have been ongoing since that time. On May 1, 2019 the parties reached an agreement in principal to settle the FLSA cases. Since that time, the Parties have engaged in negotiations related to the terms necessary to finalize the settlement agreement.

Krawczyk v. Directory Distributing Associates, Inc. et al.: Filed on May 10, 2016 in the United States District Court for the Northern District of California. This is a proposed nationwide Fair Labor Standards Act (FLSA) collective action alleging that delivery workers across the country were misclassified as independent contractors and that those delivery workers were jointly employed by several AT&T and YP defendants (AT&T Inc.; AT&T Services, Inc.; AT&T Corp.; YP Holdings LLC; YP Advertising & Publishing LLC,successor to AT&T Advertising, L.P., incorrectly sued as AT&T Advertising, LP d/b/a AT&T Advertising and Publishing, d/b/a AT&T Advertising Solutions, d/b/a Pacific Bell Directory, d/b/a YP Western Directory LLC; and YP LLC,successor to YP Shared Services LLC, incorrectly sued as YP Shared Services, LP). On October 14, 2016, DDA filed a chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Eastern District of Missouri (the “Missouri Bankruptcy Court”). In January 2017, the Missouri Bankruptcy Court stayed this matter in its entirety. In February 2017, the Missouri Bankruptcy Court appointed a chapter 11 trustee for DDA (“Trustee”), displacing DDA management. The Missouri Bankruptcy Court also stayed the Krawczyk action in its entirety as

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to all parties. In October 2017, the Missouri Bankruptcy Court granted the Trustee’s motion to require the parties to mediate the Walker and Krawczyk matters. Formal settlement negotiations have been ongoing since that time. On May 1, 2019 the parties reached an agreement in principal to settle the FLSA cases. Since that time, the Parties have engaged in negotiations related to the terms necessary to finalize the settlement agreement.

As of December 31, 2019, the Company recorded an accrual of $1.0 million related to Walker v. Directory Distributing Associates, Inc. et al. and Krawczyk v. Directory Distributing Associates, Inc. et al. cases.

Note 17
Segment Information

The Company's internal financial reporting and management structure is focused on the major types of services it provides. The Company manages operations using two operating segments which are also its reportable segments: (1) Marketing Services and (2) SaaS. These reportable segments are consistent with information used by the Chief Executive Officer, who is also the chief operating decision maker (“CODM”), to assess performance and allocate resources. Marketing Services includes PYP, IYP, SEM, and other digital media solutions including online display advertising, SEO tools and stand-alone websites. SaaS segment revenue consists of the Thryv platform and Thryv Leads and add-ons.

The Company's CODM evaluates performance, makes operating decisions, and allocates resources based on the Company's revenue and Adjusted EBITDA, both on a consolidated basis and for the two reportable segments. Segment EBITDA is the Company’s measure of profitability for its two reportable segments. Segment EBITDA is defined as earnings before interest, taxes, depreciation and amortization and excluding other components of net periodic pension cost, stock-based compensation expense, gain/(loss) on early extinguishment of debt, adjustments for acquisition accounting and fresh start accounting, accounting conformity adjustments, and restructuring and integration expenses.

The Company does not evaluate performance or allocate resources based on segment asset data, and, therefore, such information is not presented. In addition, the Company does not enter into transactions between its reportable segments.

The following tables summarize the operating results of our reportable segments (in thousands):

	Year Ended December 31, 2019
	Marketing Services	SaaS	Total
Revenue	$1,292,217	$129,157	$1,421,374
Segment EBITDA	459,251	21,848	481,099

	Year Ended December 31, 2018
	Marketing Services	SaaS	Total
Revenue	$1,659,786	$124,615	$1,784,401
Segment EBITDA	597,029	(10,524)	586,505

	Year Ended December 31, 2017
	Marketing Services	SaaS	Total
Revenue	$1,243,014	$75,152	$1,318,166
Segment EBITDA	485,546	(7,291)	478,255

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A reconciliation of total Segment EBITDA to the Company’s Income (loss) before (provision) benefit for income taxes is as follows (in thousands):

	Years Ended December 31
	2019	2018	2017
Total Segment EBITDA	$481,099	$586,505	$478,255
Impact of ASC 842	534	—	—
Impact of ASC 606	—	(213)	—
Interest expense	(92,951)	(82,697)	(67,815)
Depreciation and amortization	(206,270)	(266,975)	(301,435)
Other components of net periodic pension cost	(53,161)	(516)	(40,804)
(Loss) gain on early extinguishment of debt	(6,375)	(18,375)	751
Adjustments for acquisition accounting, fresh start accounting, and other one-time adjustments including accounting conformity adjustments(1)	—	(28,587)	(218,084)
Restructuring and integration expenses	(45,960)	(87,307)	(65,645)
Transaction costs(2)	(6,081)	—	—
Stock-based compensation expense	(14,119)	(39,604)	(23,364)
Other	(3,150)	(1,473)	(724)
Income (loss) before (provision) benefit for income taxes	$53,566	$60,758	$(238,865)

(1)
The Company's segment results include the recognition of contract liabilities (deferred revenue) and deferred costs associated with deferred balances that were written off in acquisition accounting and fresh start accounting. The Company's consolidated results do not include these amounts.

(2)
Consists of direct listing and other transaction costs.

The following table sets forth the Company's disaggregation of revenue based on services for the periods indicated (in thousands):

	Years Ended December 31,
	2019	2018	2017
Marketing Services
PYP	$604,417	$798,838	$542,745
IYP	340,257	379,687	259,526
SEM	232,084	328,814	288,161
Other	115,459	152,447	152,582
Total Marketing Services	1,292,217	1,659,786	1,243,014
SaaS
Thryv platform	96,887	111,875	72,755
Thryv Leads and Add-ons	32,270	12,740	2,397
Total SaaS	129,157	124,615	75,152
Total Revenue	$1,421,374	$1,784,401	$1,318,166

Note 18
Subsequent Events

Share Repurchases

On January 28, 2020, the Company repurchased approximately 1.9 million shares of its outstanding common stock from a single shareholder. The total purchase price of this transaction was approximately $12.6 million.

Additionally, on March 10, 2020, the Company repurchased approximately 1.5 million shares of its outstanding common stock. The total purchase price of this transaction was $9.2 million.

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Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)

	Three Months Ended March 31,
	2020	2019
Revenue	$318,570	$408,084
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	99,620	133,237
Sales and marketing	75,353	93,501
General and administrative	44,132	48,751
Depreciation and amortization	37,823	52,519
Total operating expenses	256,928	328,008
Operating income	61,642	80,076
Other income (expense):
Interest expense	(14,780)	(16,183)
Interest expense, related party	(5,150)	(6,081)
Other components of net periodic pension cost	(201)	(1,843)
Loss on early extinguishment of debt	—	(6,375)
Income before provision for income taxes	41,511	49,594
(Provision) for income taxes	(13,409)	(15,106)
Net income	$28,102	$34,488
Net income per common share:
Basic	$0.48	$0.33
Diluted	$0.45	$0.32
Weighted-average shares used in computing basic and diluted net income per common share:
Basic	58,640,916	103,196,920
Diluted	63,047,747	109,345,093

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)

	March 31, 2020	December 31, 2019
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$1,203	$1,912
Accounts receivable, net of allowance of $33,479 and $26,828	368,024	369,690
Contract assets, net of allowance of $307 and $0	12,203	11,682
Taxes receivable	36,228	37,460
Deferred costs	12,248	15,321
Prepaid expenses and other	20,532	12,715
Indemnification asset	25,988	29,789
Total current assets	476,426	478,569
Fixed assets and capitalized software, net	97,264	101,512
Operating lease right-of-use assets, net	40,258	39,046
Goodwill	609,457	609,457
Intangible assets, net	118,563	147,480
Debt issuance costs	3,221	3,451
Other assets	8,615	8,777
Total assets	$1,353,804	$1,388,292
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$14,002	$16,067
Accrued liabilities	148,612	140,261
Current portion of financing obligations	618	580
Current portion of operating lease liability	8,526	9,579
Accrued interest	12,032	13,164
Current portion of unrecognized tax benefits	54,294	53,111
Contract liabilities	21,994	24,679
Total current liabilities	260,078	257,441
Senior Term Loan, net of debt issuance costs of $556 and $593	396,628	420,036
Senior Term Loan, related party	178,816	189,371
ABL Facility	122,079	104,985
Financing obligations, net of current portion	55,367	55,537
Pension obligations, net	189,563	193,533
Stock option liability	36,738	43,026
Long-term disability insurance	10,847	10,874
Deferred tax liabilities	38,827	54,738
Unrecognized tax benefits, net of current portion	1,570	1,833
Operating lease liability, net of current portion	28,526	28,783
Other liabilities	873	875
Total long-term liabilities	1,059,834	1,103,591
Commitments and contingencies (see Note 12)
Shareholders' equity
Common stock - $.01 par value, 250,000,000 shares authorized; 103,435,098 shares issued and 56,985,914 shares outstanding at March 31, 2020; and 103,397,908 shares issued and 60,282,947 shares outstanding at December 31, 2019	1,034	1,034
Additional paid-in capital	1,008,541	1,008,241
Treasury stock - 46,449,184 shares at March 31, 2020 and 43,114,961 shares at December 31, 2019	(459,732)	(437,962)
Accumulated deficit	(515,951)	(544,053)
Total shareholders’ equity	33,892	27,260
Total liabilities and shareholders’ equity	$1,353,804	$1,388,292

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Shareholders' Equity
(in thousands, except share amounts)
(unaudited)

	Common Stock			Treasury Stock
	Common Shares Issued	Par Value	Additional Paid-in Capital	Shares	Amount	Accumulated (Deficit)	Total Shareholders’ Equity
Balance as of December 31, 2019	103,397,908	$1,034	$1,008,241	(43,114,961)	$(437,962)	$(544,053)	$27,260
Purchase of treasury stock (see Note 9)	—	$—	$—	(3,334,223)	$(21,770)	$—	(21,770)
Exercise of stock options	37,190	$—	$300	—	$—	$—	300
Net income	—	$—	$—	—	$—	$28,102	28,102
Balance as of March 31, 2020	103,435,098	$1,034	$1,008,541	(46,449,184)	$(459,732)	$(515,951)	$33,892
Balance as of December 31, 2018	103,196,920	$1,032	$1,006,363	—	$—	$(579,055)	$428,340
Cumulative effect of adoption of new lease standard	—	—	—	—	—	(502)	(502)
Net income	—	—	—	—		34,488	34,488
Balance as of March 31, 2019	103,196,920	$1,032	$1,006,363	—	$—	$(545,069)	$462,326

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Three Months Ended March 31,
	2020	2019
Cash Flows from Operating Activities
Net income	$28,102	$34,488
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	37,823	52,519
Amortization of debt issuance costs	267	285
Deferred income taxes	(15,911)	(22,924)
Provision for bad debt	10,588	8,404
Provision for service credits	6,736	6,261
Stock-based compensation (benefit) expense	(6,064)	4,853
Other components of net periodic pension cost	201	1,843
Loss on early extinguishment of debt	—	6,375
Loss on disposal/write-off of fixed assets and capitalized software	2,962	1,025
Impairment of operating lease right-of-use assets	98	4,860
Non-cash loss from remeasurement of indemnification asset	3,801	910
Changes in working capital items, excluding acquisitions:
Accounts receivable	(8,921)	(5,878)
Contract assets	(522)	461
Deferred costs	3,072	(140)
Prepaid and other assets	(7,655)	(12,027)
Accounts payable and accrued liabilities	(33,981)	(55,179)
Accrued income taxes, net	30,351	45,547
Operating lease liability	(2,620)	(5,262)
Contract liabilities	(2,685)	(1,593)
Net cash provided by operating activities	45,642	64,828
Cash Flows from Investing Activities
Additions to fixed assets and capitalized software	(9,122)	(2,043)
Proceeds from the sale of building and fixed assets	1,502	841
Acquisition of a business, net of cash acquired	—	(147)
Net cash (used in) investing activities	(7,620)	(1,349)
Cash Flows from Financing Activities
Payments of Senior Term Loan	(23,445)	(37,927)
Payments of Senior Term Loan, related party	(10,555)	(17,073)
Proceeds from Senior Term Loan, net	—	193,625
Proceeds from Senior Term Loan, related party	—	225,000
Proceeds from ABL Facility	329,719	108,017
Payments of ABL Facility	(312,624)	(254,594)
Payments of financing obligations	(132)	(522)
Debt issuance costs	—	(737)
Purchase of treasury stock (see Note 9)	(21,770)	—
Proceeds from exercise of stock options	76	—
Net cash (used in) provided by financing activities	(38,731)	215,789
(Decrease) increase in cash and cash equivalents	(709)	279,268
Cash and cash equivalents, beginning of period	1,912	34,169
Cash and cash equivalents, end of period	$1,203	$313,437
Supplemental Information
Cash paid for interest	$20,802	$23,131
Cash (received) from income taxes, net	$(1,031)	$(7,517)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Thryv Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1
Description of Business and Summary of Significant Accounting Policies

General

Thryv Holdings, Inc. (“Thryv Holdings, Inc.” or the “Company”) provides small-to-medium sized businesses (“SMBs”) with print and digital marketing services and Software as a Service (“SaaS”) business management tools. The Company owns and operates Print Yellow Pages (“PYP”) and Internet Yellow Pages (“IYP”) and provides a comprehensive offering of digital marketing services such as search engine marketing (“SEM”), and other digital media services, including online display advertising, search engine optimization (“SEO”), and stand-alone websites. In addition, through the Thryv® platform, the Company is a provider of SaaS business management tools designed for SMBs. The common stock of the Company’s predecessor, Dex Media, Inc., traded on the Nasdaq Global Select Market under the symbol “DXM” and was delisted in January 2016. Dex Media, Inc. declared bankruptcy in 2016, and, following emergence three months later using a pre-packaged plan, was renamed Dex Media Holdings, Inc. (“Holdings”) in December 2016. On June 30, 2017, in a single transaction, the Company acquired YP Holdings LLC (the “YP Acquisition” or the “Acquisition”), and began operating as DexYP®, until July 15, 2019 when it changed its name to Thryv Holdings, Inc., without impacting the Company’s legal structure or its operations for the periods presented.

Basis of Presentation

The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The condensed consolidated financial statements as of and for the three months ended March 31, 2020, have been prepared on the same basis as the audited annual financial statements. The condensed consolidated balance sheet as of December 31, 2019 was derived from audited annual financial statements. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited financial statements and related footnotes for the year ended December 31, 2019.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.

Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, capitalized costs to obtain a contract, certain amounts relating to the accounting for income taxes, indemnification asset, stock-based compensation liability, operating lease right-of-use assets and operating lease liabilities, accrued service credits, pension assets and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, goodwill, and intangible assets.

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Summary of Significant Accounting Policies

Accounts Receivable and Allowance for Credit Losses

Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized but amounts have not yet been billed to the client.

Accounts receivable and contract assets are recorded net of an allowance for credit losses. The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends.

Except for the changes to the Company’s significant accounting policies related to the adoption of ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, there have been no other changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2020, as compared to the significant accounting policies described in the Company’s audited financial statements and related footnotes for the year ended December 31, 2019.

Concentrations of Credit Risk

Financial instruments subject to concentrations of credit risk consist primarily of short-term investments and trade receivables. Company policy requires the deposit of temporary cash investments with major financial institutions. Cash balances at major financial institutions may exceed limits insured by the Federal Deposit Insurance Corporation (“FDIC”).

Approximately 90% of revenue in all periods presented was derived from sales to local SMBs that operate in limited geographical areas. These SMBs are usually billed in monthly installments when the services begin and, in turn, make monthly payments, requiring the Company to extend credit to these clients. This practice is widely accepted within the industry. While most new SMBs and those wanting to expand their current media presence through the Company’s services are subject to a credit review, the default rates of SMBs are generally higher than those of larger companies.

The remaining 10% of revenue in all periods presented was derived from the sale of marketing services to larger businesses that advertise regionally or nationally. Contracted certified marketing representatives (“CMRs”) purchase advertising on behalf of these businesses. Payment for advertising is due when the advertising is published and is received directly from the CMRs, net of the CMRs’ commission. The CMRs are responsible for billing and collecting from these businesses. While the Company still has exposure to credit risks, historically, the losses from this client set have been less than that of local SMBs.

The Company conducts its operations in the United States of America. No single directory or client accounted for more than 10% of the Company’s revenue for the three months ended March 31, 2020 and 2019. Additionally, no single client accounted for more than 5% of the Company’s outstanding accounts receivable as of March 31, 2020 and December 31, 2019.

Goodwill

The Company determined that a goodwill impairment evaluation triggering event occurred during the three months ended March 31, 2020, due to the economic downturn caused by a novel strain of coronavirus, referred to as COVID-19. The Company performs its goodwill impairment test at the reporting unit level which is consistent with its reportable segments, Marketing Services and SaaS. After performing an interim review for impairment, both Marketing Services and SaaS reporting units continue to have estimated fair values greater than their respective carrying values. Therefore, no impairment existed as of March 31, 2020.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which introduced the expected credit losses methodology for the measurement of credit losses on

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financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. Effective January 1, 2020, the Company has adopted ASU 2016-13 and its subsequent amendments. The cumulative effect of adoption was immaterial. In addition to recording an allowance for credit losses on accounts receivable, the Company also began recording an allowance on its contract assets as required by the standard. See Note 5, Allowance for Credit Losses.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements for fair value measurements. The ASU removes the requirements to disclose: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company prospectively adopted this guidance as of January 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

Note 2
Revenue Recognition

Disaggregation of Revenues

The Company disaggregates revenue based on the type of service within its segment footnote. See Note 13, Segment Information.

Contract Balances

The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue). Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. For the three months ended March 31, 2020, the Company recognized revenue of $6.2 million that was recorded in Contract liabilities as of December 31, 2019. The following table represents the opening and closing balances of contract assets and liabilities (in thousands):

	March 31, 2020	December 31, 2019
Contract assets, net of allowance of $307 and $0	$12,203	$11,682
Contract liabilities	21,994	24,679

Note 3
Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value.

Level 1 —
Quoted prices in active markets for identical assets or liabilities.

Level 2 —
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 —
Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques. These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input, to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. There have been no transfers between fair value measurement levels during the three months ended March 31, 2020.

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets such as goodwill, intangible assets, fixed assets, and capitalized software are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 and Level 2 inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of the Company's indemnification asset is measured and recorded in the condensed consolidated balance sheets using Level 3 inputs because it is valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices. The Company values its indemnification asset utilizing the fair value of its common stock. Estimates of fair value are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. Thus, changes in key assumptions regarding discount rate and growth rate from period to period could significantly affect the estimate of fair value.

The following table presents a reconciliation of the Company’s indemnification asset measured and recorded at fair value on a recurring basis as of March 31, 2020, using significant unobservable inputs (Level 3) (in thousands):

	2020
Balance as of December 31, 2019	$29,789
Change in fair value	(3,801)
Balance as of March 31, 2020	$25,988

A significant unobservable input utilized in the income approach valuation method for the indemnification asset is a discount rate. The Company prepared a sensitivity analysis to evaluate the effect that changes in the discount rate would have on the estimated fair value of the indemnification asset. A change in the discount rate of 100 basis points would result in a change in the estimated fair value within the range of approximately $4.6 million and $(3.9) million.

The loss on the indemnification asset of $3.8 million and $0.9 million during the three months ended March 31, 2020 and 2019, respectively, was recorded in General and administrative expense on the Company's condensed consolidated statements of operations.

At March 31, 2020, the fair value associated with the Company's liability classified stock-based compensation awards totaled $49.1 million, of which $36.7 million was vested. The fair value of each stock option award and its subsequent period over period remeasurement, in the case of liability classified stock-based compensation awards, is estimated using the Black-Scholes option pricing model using Level 3 inputs. The decrease in value of the vested portion of the liability classified stock-based compensation awards at March 31, 2020 is primarily associated with a decrease in the Company's share fair value.

The following table presents a reconciliation of the Company’s stock option liability measured and recorded at fair value on a recurring basis as of March 31, 2020 (in thousands):

	2020
Balance as of December 31, 2019	$43,026
Exercise of stock options	(224)
Change in fair value	(7,884)
Amortization of grant date fair value	1,820
Balance as of March 31, 2020	$36,738

The $6.1 million of stock compensation expense incurred during the three months ended March 31, 2020 was recorded as stock compensation expense in Cost of services, Sales and marketing, and General and administrative expense in the Company's condensed consolidated statement of operations.

At December 31, 2019, the fair value associated with the Company's liability classified stock-based compensation awards totaled $60.2 million, of which $43.0 million was vested.

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The increase in value of the vested portion of the stock option liability of $4.9 million during the three months ended March 31, 2019 was recorded as stock compensation expense in Cost of services, Sales and marketing, and General and administrative expense in the Company's condensed consolidated statement of operations.

Fair Value of Financial Instruments

The Company considers the carrying amounts of cash, trade receivables, accounts payable and the ABL Facility to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, the Company considers the carrying amount of its financing obligations to approximate their fair values because the interest rate used to formulate the carrying amount approximates current market rates. See Note 7, Debt Obligations.

The Senior Term Loan is carried at amortized cost; however, the Company estimates the fair value of the term loan for disclosure purposes. The fair value of the Senior Term Loan is determined based on quoted prices that are observable in the market place and are classified as Level 2 measurements. The following table sets forth the carrying amount and fair value of the Senior Term Loan (in thousands):

	March 31, 2020		December 31, 2019
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Senior Term Loan, net	$575,444	$551,520	$609,407	$610,000

Note 4
Restructuring and Integration Expenses

On June 30, 2017, the Company completed the YP Acquisition and, in an effort to improve operational efficiencies and realize synergies, the Company incurred certain restructuring and integration charges. Restructuring and integration charges are incurred primarily from post-merger integration and restructuring initiatives. These charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs. From inception through December 31, 2019, the Company incurred $198.9 million of cumulative business restructuring charges and integration expenses. These restructuring and integration expenses are recorded in General and administrative expense in the Company's condensed consolidated statements of operations. The Company attributed all restructuring charges to the Marketing Services reporting segment.

As of December 31, 2019, the Company completed all restructuring and integration efforts associated with the YP Acquisition. The following table sets forth additional financial information related to the Company's restructuring charges and integration expenses related to the YP Acquisition for the periods presented (in thousands):

	Three Months Ended March 31,
	2020	2019	Cumulative
Severance costs	$—	$1,512	$58,126
Facility exit costs	—	2,540	27,368
System consolidation costs(1)	—	2,879	37,389
Legal costs	—	1,947	13,926
Tax and accounting advisory services	—	664	27,358
Other costs(2)	—	2,095	34,745
Total restructuring and integration expenses	$—	$11,637	$198,912

(1)
System consolidation costs primarily represents costs related to YP integration efforts and incurred with contractors engaged to assist the Company with reducing duplicate software applications and licenses, obtaining new maintenance and network contracts, consolidating data centers, and eliminating telecom contracts.

(2)
Other costs primarily include the write-off of fixed assets and capitalized software costs.

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The following tables reflect the Company's liabilities associated with restructuring charges and integration expenses (in thousands):

	Severance costs	Facility exit costs	System consolidation costs	Legal costs	Tax and accounting advisory services	Other costs(1)	Total
Balance as of January 1, 2020	$3,377	$6,786	$14	$4,813	$14	$—	$15,004
Expense	—	—	—	—	—	—	—
Payments	(1,789)	(1,084)	(12)	(3,563)	(14)	—	(6,462)
Balance as of March 31, 2020	$1,588	$5,702	$2	$1,250	$—	$—	$8,542

(1)
Other costs primarily include the write-off of fixed assets and capitalized software costs. A reconciliation of the beginning and ending liability balance is not provided, given that these costs represent non-cash impairments of assets, and therefore are not a liability of the Company.

Note 5
Allowance for Credit Losses

The following table sets forth the Company's allowance for credit losses (in thousands):

	2020
Balance as of December 31, 2019	$26,828
Additions(1)	10,588
Deductions(2)	(3,630)
Balance as of March 31, 2020(3)	$33,786

(1)
For the three months ended March 31, 2020, represents provision for bad debt expense of $10.6 million which is included in General and administrative expense.

(2)
For the three months ended March 31, 2020, represents amounts written off as uncollectible, net of recoveries.

(3)
As of March 31, 2020, $33.5 million of the allowance is attributable to Accounts receivable and $0.3 million is attributable to Contract assets.

The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends. The economic downturn caused by COVID-19 resulted in an incremental amount of $3.1 million recorded to allowance for credit losses.

Note 6
Accrued Liabilities

The following table sets forth additional financial information related to the Company's accrued liabilities (in thousands):

	March 31, 2020	December 31, 2019
Accrued salaries and related expenses	$29,662	$43,155
Accrued severance(1)	4,043	3,377
Accrued taxes	53,784	27,232
Accrued expenses	51,946	57,474
Accrued service credits	9,177	9,023
Accrued liabilities	$148,612	$140,261

(1)
During the three months ended March 31, 2020, the Company incurred a total of $3.3 million in severance expense, which was recorded in General and administrative expense. The severance expense includes employee termination charges of $1.0 million, recorded as a result of COVID-19. Severance expense of $3.0 million and $0.3 million was recorded in the Marketing Services and SaaS segments, respectively.

The Company paid $2.7 million during the three months ended March 31, 2020, inclusive of $1.8 million and $0.9 million, related to severance expense incurred as part of the post-merger integration of YP, and ongoing

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severance expense, respectively. No payments were made related to COVID-19 employee termination charges during the three months ended March 31, 2020. The Company plans to record an additional termination charge of $4.1 million related to COVID-19 during the three months ending June 30, 2020, with $3.7 million and $0.4 million related to the Marketing Services and SaaS segments, respectively. This restructuring is expected to be completed by June 30, 2020.

Note 7
Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of March 31, 2020 and December 31, 2019 (in thousands):

	Maturity	Interest Rate	March 31, 2020	December 31, 2019
Senior Term Loan, related party, net(1)	December 31, 2023	LIBOR + 9.00%	$575,444	$609,407
ABL Facility	September 30, 2023	3-month LIBOR + 4.00%	122,079	104,985
Total debt obligations			$697,523	$714,392

(1)
Net of debt issuance costs of $0.6 million, as of March 31, 2020 and December 31, 2019.

In accordance with its Term Loan, the Company recorded Interest expense with related parties for the three months ended March 31, 2020 and 2019 of $5.2 million and $6.1 million, respectively. As of March 31, 2020, the Company was in compliance with its Senior Term Loan covenants and ABL Facility covenants.

At March 31, 2020, the Company had borrowing capacity of $69.9 million under the ABL Facility.

Other Financing Obligations

The following table sets forth the components of the Company's total other financing obligations as of March 31, 2020 and December 31, 2019 (in thousands):

	March 31, 2020	December 31, 2019
Non-cash residual value of Tucker, Georgia lease	$54,676	$54,676
Future maturities associated with the Tucker, Georgia failed sale-leaseback liability	1,309	1,441
Total other financing obligations	$55,985	$56,117

Note 8
Pensions

The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

The Company immediately recognizes actuarial gains and losses in its operating results in the year in which the gains and losses occur. The Company estimates the interest cost component of net periodic pension cost by utilizing a full yield curve approach in the estimation of this component by applying the specific spot rates along the yield curve used in the determination of the benefit obligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates.

Net Periodic Pension Cost

The following table details the other components of net periodic pension cost for the Company's pension plans (in thousands):

	Three Months Ended March 31,
	2020	2019
Interest cost	$4,234	$5,592
Expected return on assets	(4,033)	(3,749)
Net periodic pension cost	$201	$1,843

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Since all pension plans are frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows.

During the three months ended March 31, 2020, the Company made cash contributions of $3.6 million to the qualified plans and contributions and associated payments of $0.5 million to the non-qualified plans. During the three months ended March 31, 2019, the Company made cash contributions of $0.3 million to the qualified plans, and contributions and associated payments of $0.2 million to the non-qualified plans.

For the full year of 2020, the Company expects to contribute approximately $27.9 million to the qualified plans and approximately $1.4 million to the non-qualified plans.

Note 9
Shareholders’ Equity

Share Repurchases

On January 28, 2020, the Company repurchased approximately 1.9 million shares of its outstanding common stock from a single shareholder. The total purchase price of this transaction was approximately $12.6 million. Additionally, on March 10, 2020, the Company repurchased approximately 1.5 million shares of its outstanding common stock. The total purchase price of this transaction was $9.2 million. These shares were recorded as Treasury stock upon repurchase.

Tender Offer

On March 25, 2019 the Company issued a tender offer (the “Tender Offer”) to purchase up to 42.7 million shares of its common stock at a price of $10.15 per share, for an aggregate cash value of up to $432.9 million. The offer was made to stockholders of record at April 15, 2019. Additionally, the Tender Offer included an offer to purchase up to 2,780,000 stock options for an aggregate cash value of up to $28.2 million. The Company could increase the number of shares and/or options accepted for payment by no more than 2% without extending or amending the Tender Offer agreement. The Company reserved the right to amend or terminate the Tender Offer for any reason at any time, at its sole discretion.

On May 1, 2019, the Company completed the Tender Offer. The transaction ultimately included the purchase of approximately 43.1 million shares of the outstanding common stock for a purchase price of approximately $438.0 million. Of these shares, the Company purchased approximately 20.0 million shares, 10.1 million shares, and 7.5 million shares from Mudrick Capital Management, LP, Paulson & Co Inc, and GoldenTree Asset Management LP, related parties, for purchase prices of approximately $202.6 million, $102.2 million, and $75.8 million, respectively. All repurchased shares are recorded in Treasury stock as of March 31, 2020 and December 31, 2019. Additionally, through this Tender Offer, the Company settled approximately 4.2 million of its outstanding stock options, resulting in a net cash distribution to the related option holders of approximately $33.9 million.

Stock Warrants

At March 31, 2020 and 2019, the Company had 10,459,141 fully vested outstanding warrants that allowed for the purchase of one share of the Company’s common stock for each warrant exercised at a strike price of $13.55. The warrants were issued in 2016 upon Holdings' emergence from its pre-packaged bankruptcy. No warrants were exercised during the periods ended March 31, 2020 and 2019. These warrants expire on August 15, 2023.

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Note 10
Earnings per Share

The following table sets forth the calculation of basic earnings per share and diluted earnings per share for the three months ended March 31, 2020 and 2019 (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2020	2019
Basic net income per share:
Net income	$28,102	$34,488
Weighted-average common shares outstanding during the period	58,640,916	103,196,920
Basic net income per share	$0.48	$0.33

	Three Months Ended March 31,
	2020	2019
Diluted net income per share:
Net income	$28,102	$34,488
Basic shares outstanding during the period	58,640,916	103,196,920
Plus: Common stock equivalents associated with liability-based stock option awards	4,406,831	6,148,173
Diluted shares outstanding	63,047,747	109,345,093
Diluted net income per share	$0.45	$0.32

The computation of diluted shares outstanding excluded approximately 4.6 million and 0.3 million of outstanding liability-based stock option awards for the three months ended March 31, 2020 and 2019, respectively, and 10.5 million of outstanding stock warrants for the three months ended March 31, 2020 and 2019, as their effect would have been anti-dilutive.

Note 11 Income Taxes

The Company’s effective tax rate (“ETR”) was 32.3% for the three months ended March 31, 2020 and 30.5% for the three months ended March 31, 2019. The ETR differs from the 21% U.S. Federal statutory rate primarily due to the change in valuation allowance, tax permanent differences, and discrete items recorded in each of the respective periods.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain Net Operating Losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect the Company's first-quarter income tax provision, deferred tax assets and liabilities, related taxes payable. The Company is currently assessing the future implications of these provisions within the CARES Act on the Company's condensed consolidated financial statements, but do not expect the impact to be material.

Note 12
Contingent Liabilities

Litigation

The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.

The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on the Company's condensed consolidated statements of operations, balance sheets or cash flows.

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FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

New York Tax Cases: There are two matters open in this case; one involving the period December 1, 2009, through May 31, 2012 (the “First Case”), and another involving the period June 1, 2012, through May 31, 2016 (the “Second Case”). The issue in both matters is whether the hand delivery of the Company's telephone directories by Product Development Corporation (“PDC”) and Directory Distributing Associates, Inc. (“DDA”) in New York constitutes causing the directories to be mailed or shipped “by means of a common carrier, United States postal service or like delivery service” pursuant to Tax Law Section 1115(n)(4). If so, then no tax would be due as an exemption from tax would apply. The Company previously successfully litigated this issue for Verizon Yellow Pages Company and the Division of Taxation did not appeal the Administrative Law Judge's (“ALJ”) determination. The Division, however, subsequently litigated the issue against another taxpayer, Yellow Book, and was successful.

On May 25, 2017, the Administrative Law Judge issued a Determination in the New York tax appeal and upheld the Notice of Determination issued by the Division of Taxation in the First Case. The Division asserted that $3.2 million of tax and interest is due for the period December 1, 2009 through May 31, 2012. In the Determination, the ALJ concluded that “PDC and DDA were not acting as common carriers in their delivery of the directories but were acting as contract carriers.”

The Company subsequently filed an Exception with the Tax Appeals Tribunal (which reviews ALJ Determinations based on the record made before the ALJ). The Tax Appeals Tribunal issued an adverse ruling on or about September 20, 2018. The Company filed an appeal with the Appellate Division on January 17, 2019. The Commissioner filed an answer in February 2019. On January 10, 2019, in connection with the appeal, the Company paid $5.1 million to the State of New York for the tax assessed, plus interest. If the Company prevails, it will be entitled to recover the payment. All briefings were submitted and the New York Supreme Court, Appellate Division, heard arguments in the sales tax appeal on January 16, 2020 and issued a ruling on February 27, 2020, affirming the determination against the Company. The Company filed the Motion for Leave to Appeal the Appellate Division's ruling on or about May 7, 2020.

In addition, the Company has appealed the Division’s Notice of Determination for the Second Case, in which the Division has asserted that an additional $3.3 million of tax and interest is due. The ALJ approved a stipulation between DexYP and the Division under which the parties agreed that the outcome of the ultimate decision in the First Case will be binding on the parties with respect to the Second Case. The total combined exposure of both cases is approximately $8.5 million, inclusive of the $5.1 million payment that is referenced above, leaving an additional unpaid balance of $3.4 million (based on the manner in which the state has previously calculated amounts due in these cases), which is accrued on the Company's condensed consolidated balance sheet at March 31, 2020.

Section 199 and Research and Development Tax Case: Section 199 of the Tax Code provides for exemptions for manufacturing performed in the U.S. The government has taken the position that directory providers are not entitled to take advantage of the exemption because printing vendors are taking deductions under the same exemption. The Tax Code also provides for tax credits related to research and development expenditures. The government has taken a position that the expenditures have not been sufficiently documented to be eligible as a credit. The Company disagrees with these positions.

The government has challenged the Company's positions and sent 90-day notices to DexYP on August 29, 2018. In response, the Company has filed three petitions (Print Media, LLC, YP Holdings, LLC, and YP LLC) in the Tax Court and the IRS has filed answers to these petitions. The three cases have been assigned to IRS case managers. The first petition that was filed is being sent to IRS Appeals. The Company continues to negotiate with the IRS to move the cases to Appeals so that they can be resolved. The appeals conference for Print Media is tentatively scheduled for mid-July, 2020. The YP LLC appeals conferences will likely occur September 2020. No date has been set for the YP Holdings, LLC appeals conference.

As of March 31, 2020, and December 31, 2019, the Company has reserved approximately $46.8 million and $46.0 million in connection with the 199 disallowance and $7.2 million and $7.1 million related to the research and development tax credit disallowance, respectively. Pursuant to the acquisition transaction whereby the Company acquired certain entities from the YP Acquisition, the Company is entitled to (i) a dollar for dollar indemnification for the research and development tax liability, and (ii) a dollar for dollar indemnification for the 199-tax liability after the Company pays the first $8.0 million in liability. The indemnification, however, is

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subject to a provision in the YP Acquisition agreement that limits the seller’s liability to certain stock that was escrowed in connection with the YP Acquisition. The value of that escrowed stock is estimated to be approximately $26.0 million and $29.8 million at March 31, 2020 and December 31, 2019, respectively.

Walker v. Directory Distributing Associates, Inc. et al.: United States Bankruptcy Court for the Eastern District of Missouri; United States District Court for the Eastern District of Missouri (“Missouri District Court”) (originally filed August 25, 2011 in Harris County, Texas). This is an action brought under the Fair Labor Standards Act (FLSA), alleging that DDA misclassified Texas delivery workers as independent contractors and that those delivery workers were jointly employed by DDA and AT&T Corp. Plaintiffs seek unpaid minimum wage for work they claim was uncompensated, as well as alleged unpaid overtime compensation, liquidated damages, attorney’s fees, and costs on behalf of approximately 2,500 opt-in plaintiffs for the time period of June 25, 2009 to December 21, 2012. On October 14, 2016, DDA filed a chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Eastern District of Missouri (the “Missouri Bankruptcy Court”), which caused the Texas action to be removed to federal court and transferred to the Missouri Bankruptcy Court. Soon after, the Missouri Bankruptcy Court appointed a chapter 11 trustee for DDA (“Trustee”), displacing DDA management. The Missouri Bankruptcy Court also stayed Walker in its entirety as to all parties. In October 2017, the Bankruptcy Court granted the Trustee’s motion to require the parties to mediate the Walker and Krawczyk matters. Formal settlement negotiations have been ongoing since that time. On May 1, 2019 the parties reached an agreement in principal to settle the FLSA cases. Since that time, the Parties have engaged in negotiations related to the terms necessary to finalize the settlement agreement. The parties feel they have reached agreement on all major issues. The agreement will require court approval. If the Company's demands are acceptable in the agreement and there are no issues with court approval, the Company’s capped exposure is approximately $1.5 million. This number is dependent on the opt-in population. The agreement is memorialized in a chapter 11 plan that, along with related pleadings, was transmitted to over 40,000 former carriers. The Bankruptcy Court will consider whether to approve the plan at a hearing on July 20, 2020. Recently, the two St. Louis U.S. District Judges granted the joint motions of the parties to the Walker and Krawczyk cases to transfer the cases to the Bankruptcy Court for dismissal if the plan is approved.

Krawczyk v. Directory Distributing Associates, Inc. et al.: Filed on May 10, 2016 in the United States District Court for the Northern District of California. This is a proposed nationwide FLSA collective action alleging that delivery workers across the country were misclassified as independent contractors and that those delivery workers were jointly employed by several AT&T and YP defendants (AT&T Inc.; AT&T Services, Inc.; AT&T Corp.; YP Holdings LLC; YP Advertising & Publishing LLC, successor to AT&T Advertising, L.P., incorrectly sued as AT&T Advertising, LP d/b/a AT&T Advertising and Publishing, d/b/a AT&T Advertising Solutions, d/b/a Pacific Bell Directory, d/b/a YP Western Directory LLC; and YP LLC, successor to YP Shared Services LLC, incorrectly sued as YP Shared Services, LP). On October 14, 2016, DDA filed a chapter 11 bankruptcy petition in the Missouri Bankruptcy Court. In January 2017, the Missouri Bankruptcy Court stayed this matter in its entirety. In February 2017, the Missouri Bankruptcy Court appointed a Trustee, displacing DDA management. The Missouri Bankruptcy Court also stayed the Krawczyk action in its entirety as to all parties. In October 2017, the Missouri Bankruptcy Court granted the Trustee’s motion to require the parties to mediate the Walker and Krawczyk matters. Formal settlement negotiations have been ongoing since that time. On May 1, 2019 the parties reached an agreement in principal to settle the FLSA cases. The parties feel they have reached agreement on all major issues. The agreement will require court approval. If the Company’s demands are acceptable in the agreement and there are no issues with court approval, the Company’s capped exposure is approximately $1.5 million. This number is dependent on the opt-in population. The agreement is memorialized in a chapter 11 plan that, along with related pleadings, was transmitted to over 40,000 former carriers. The Bankruptcy Court will consider whether to approve the plan at a hearing on July 20, 2020. Recently, the two St. Louis U.S. District Judges granted the joint motions of the parties to the Walker and Krawczyk cases to transfer the cases to the Bankruptcy Court for dismissal if the plan is approved.

As of March 31, 2020, the Company has recorded an accrual of $1.0 million related to Walker v. Directory Distributing Associates, Inc. et al. and Krawczyk v. Directory Distributing Associates, Inc. et al. cases, based on the estimated opt-in rate and the types of plaintiffs in this case, many of which are believed to be transient. However, the facts and circumstances remain fluid and an exact estimate is still not possible because the liability is dependent on the court to approve the Company's proposal and the actual number of opt-ins and reported time worked.

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Note 13
Segment Information

The Company's internal financial reporting and management structure is focused on the major types of services it provides. The Company manages operations using two operating segments which are also its reportable segments: (1) Marketing Services and (2) SaaS.

The following tables summarize the operating results of our reportable segments (in thousands):

	Three Months Ended March 31, 2020
	Marketing Services	SaaS	Total
Revenue	$286,755	$31,815	$318,570
Segment EBITDA	109,235	3,544	112,779

	Three Months Ended March 31, 2019
	Marketing Services	SaaS	Total
Revenue	$375,308	$32,776	$408,084
Segment EBITDA	140,567	9,233	149,800

A reconciliation of total Segment EBITDA to the Company’s Income (loss) before (provision) benefit for income taxes is as follows (in thousands):

	Three Months Ended March 31
	2020	2019
Total Segment EBITDA	$112,779	$149,800
Impact of ASC 842	—	410
Interest expense	(19,930)	(22,264)
Depreciation and amortization	(37,823)	(52,519)
Other components of net periodic pension cost	(201)	(1,843)
(Loss) on early extinguishment of debt	—	(6,375)
(Loss) on disposal of fixed assets	(2,962)	—
Restructuring and integration expenses(1)	(3,344)	(11,637)
Transaction costs(2)	(6,534)	—
Stock-based compensation benefit (expense)	6,064	(4,853)
(Loss) from remeasurement of indemnification asset	(3,801)	(910)
Other	(2,737)	(215)
Income before (provision) for income taxes	$41,511	$49,594

(1)
For the three months ended March 31, 2020, the Company incurred $3.3 million of severance expense, of which $1.0 million was a result of the COVID-19 pandemic.

(2)
Consists of direct listing and other transaction costs.

The following table sets forth the Company's disaggregation of revenue based on services for the periods indicated (in thousands):

	Three Months Ended March 31
	2020	2019
Marketing Services
PYP	$137,379	$196,389
IYP	75,023	88,219
SEM	49,696	60,745
Other	24,657	29,955
Total Marketing Services	286,755	375,308
SaaS
Thryv Platform	23,230	25,885
Thryv Leads and Add-ons	8,585	6,891
Total SaaS	31,815	32,776
Total Revenue	$318,570	$408,084

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Note 14
Subsequent Events

COVID-19

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how it will impact its clients. While the Company did not incur significant disruptions during the three months ended March 31, 2020, it is unable to predict the impact that the pandemic will have on the Company’s financial condition, results of operations and cash flows due to numerous uncertainties.

Share Repurchases

On June 4, 2020, the Company repurchased approximately 0.5 million shares of its outstanding common stock. The total purchase price of this transaction was approximately $2.9 million.

On June 5, 2020, the Company repurchased approximately 0.5 million shares of its outstanding common stock. The total purchase price of this transaction was approximately $3.2 million.

On June 9, 2020, the Company repurchased approximately 0.5 million shares of its outstanding common stock. The total purchase price of this transaction was approximately $2.8 million.

Private Placement

On June 10, 2020 the Company initiated a private placement with a per share price of $5.87. The private placement is anticipated to be completed during the quarter ending June 30, 2020.

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Shares

 

Common Stock

Prospectus

   , 2020

Through and including    , 2020 (the 25th day after the listing date of our common stock), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

 

FOIA Confidential Treatment Requested by Thryv Holdings, Inc. Pursuant to 17 CFR 200.83

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses to be paid by us in connection with this registration statement and the listing of our common stock. All amounts shown are estimates except for the SEC registration fee and the listing fees for Nasdaq.

	Amount Paid or to be Paid
SEC registration fee	$           *
FINRA filing fee	*
Nasdaq listing fee	*
Blue sky qualification fees and expenses	*
Printing fees and expenses	*
Legal fees and expenses	*
Accounting fees and expenses	*
Transfer agent and registrar fees and expenses	*
Miscellaneous expenses	*
Total	*

*
To be provided by amendment

Item 14. Indemnification of Officers and Directors.

The Registrant is governed by the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Registrant’s second amended and restated bylaws will authorize the indemnification of its officers and directors, consistent with Section 145 of the DGCL, as amended. The Registrant intends to enter into indemnification agreements with each of its directors and executive officers. These agreements, among other things, will require the Registrant to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or executive officer.

Further, we intend to enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements will require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements will also require us to advance all expenses incurred by the directors and executive officers in

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investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

The Registrant expects to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

Item 15. Recent Sales of Unregistered Securities

Since March 1, 2017, we made sales of the following unregistered securities:

Plan-Related Issuances

• From June 1, 2017 to February 19, 2020, we granted options to 150 employees to purchase an aggregate of 4,897,450 shares of our common stock under the Stock Incentive Plan with exercise prices ranging from $2.04 to $9.00 per share.

• From June 1, 2017 to September 4, 2019, we issued 200,988 shares of our common stock to a total of eight employees or former employees upon the exercise of options previously granted under the Stock Incentive Plan at exercise prices ranging from $2.04 to $6.44 per share, and settled in cash, 1,667 shares of our common stock to one employee upon the exercise of options previously granted under the Stock Incentive Plan at an exercise price of $2.04 per share, for an aggregate purchase price of $3,400.68.

• From June 1, 2017 to March 13, 2020, we issued 37,190 shares of common stock to a total of one non-employee board member upon the exercise of options previously granted under the SIP at an exercise price of $2.04 per share.

Other Issuances

• In August 2016, we entered into the Warrant Agreement that governs the terms and rights of our warrants to purchase shares of common stock at the initial exercise price of such warrants. Each warrant represents the right to purchase one share of common stock at an initial exercise price of $13.55 per share. The warrants were issued in connection with the extinguishment of certain outstanding indebtedness in connection with our Restructuring. As of March 31, 2020, 10,459,141 warrants are outstanding and holders of such warrants are entitled to purchase in the aggregate, up to 10,459,141 shares of common stock.

• On June    , 2020, we issued in a private placement     shares of common stock at a price of $5.87 per share.

The shares of common stock in all of the transactions listed above were issued or will be issued in reliance upon Section 4(2) of the Securities Act, Regulation D or Rule 701 promulgated under Section 3(b) of the Securities Act as the sale of such securities did not or will not involve a public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with the Company, to information about the Company.

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Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits:

Exhibit No.	Description
3.1	Form of Fourth Amended and Restated Certificate of Incorporation of Thryv Holdings, Inc. to be in effect prior to the listing made under this Registration Statement.
3.2	Form of Second Amended and Restated Bylaws of Thryv Holdings, Inc. to be in effect prior to the listing made under this Registration Statement.
4.1*	Form of Certificate of Common Stock.
4.2**	Amended and Restated Credit Agreement, dated June 30, 2017, by and among Thryv, Inc., certain other Credit Parties, certain other Subsidiaries of Thryv, Inc., the lenders party thereto and Wells Fargo Bank, National Association.
4.3**	First Amendment to Amended and Restated Credit Agreement, dated January 31, 2019, among Thryv, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.4**	Second Amendment to Amended and Restated Credit Agreement, dated March 21, 2019, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.5**	​Third Amendment to Amended and Restated Credit Agreement, dated August 20, 2019, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.6**	Fourth Amendment to Amended and Restated Credit Agreement, dated January 28, 2020, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.7**	​Amended and Restated Credit Agreement, dated December 31, 2018, among Thryv, Inc., as borrower, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.
4.8**	First Amendment to Amended and Restated Credit Agreement, dated January 28, 2020, among Thryv, Inc., as borrower, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.
4.9**	Second Amended and Restated Guarantee and Collateral Agreement, dated December 31, 2018 between Thryv Holdings, Inc., Thryv, Inc. and each Subsidiary Guarantor, if any, and Wilmington Trust, National Association, as administrative agent.
4.10	Form of Amended and Restated Stockholders’ Agreement, by and among Thryv, Inc. and the Stockholders party thereto to be entered into prior to the listing made under this Registration Statement.
4.11**	Warrant Agreement, dated August 15, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A.
4.12**	​Officer’s Certificate delivered pursuant to the Warrant Agreement, dated November 17, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A.
4.13**	Pledge Agreement, dated June 30, 2017, by and between Yosemite Sellers’ Representative LLC and Thryv Holdings, Inc.
5.1*	Opinion of Weil, Gotshal & Manges, LLP.
10.1**	Amended and Restated Employment Agreement, dated September 26, 2016, by and between Thryv, Inc. and Joe Walsh.
10.2**	​Thryv Holdings, Inc. Stock Incentive Plan, dated September 26, 2016.
10.3**	Form of Stock Option Agreement, dated September 26, 2016.
10.4**	Form of 2019 Over Performance Plan.
10.5**	Form of 2019 Short Term Incentive Plan.
10.6*	Form of 2020 Over Performance Plan.
10.7*	Form of 2020 Short Term Incentive Plan.
10.8**	Thryv, Inc. Severance Plan—Executive Vice Presidents and Above.
21.1**	List of subsidiaries of Thryv Holdings, Inc.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Weil, Gotshal & Manges, LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page).

*
To be filed by amendment.

**
Previously filed.

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(b) Financial Statement Schedules

All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements of notes thereto.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act, as amended, or the Securities Act.

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Form of Fourth Amended and Restated Certificate of Incorporation of Thryv Holdings, Inc. to be in effect prior to the listing made under this Registration Statement.
3.2	Form of Second Amended and Restated Bylaws of Thryv Holdings, Inc. to be in effect prior to the listing made under this Registration Statement.
4.1*	Form of Certificate of Common Stock.
4.2**	Amended and Restated Credit Agreement, dated June 30, 2017, by and among Thryv, Inc., certain other Credit Parties, certain other Subsidiaries of Thryv, Inc., the lenders party thereto and Wells Fargo Bank, National Association.
4.3**	First Amendment to Amended and Restated Credit Agreement, dated January 31, 2019, among Thryv, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.4**	Second Amendment to Amended and Restated Credit Agreement, dated March 21, 2019, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.5**	​Third Amendment to Amended and Restated Credit Agreement, dated August 20, 2019, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.6**	Fourth Amendment to Amended and Restated Credit Agreement, dated January 28, 2020, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
4.7**	​Amended and Restated Credit Agreement, dated December 31, 2018, among Thryv, Inc., as borrower, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.
4.8**	First Amendment to Amended and Restated Credit Agreement, dated January 28, 2020, among Thryv, Inc., as borrower, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.
4.9**	Second Amended and Restated Guarantee and Collateral Agreement, dated December 31, 2018 between Thryv Holdings, Inc., Thryv, Inc. and each Subsidiary Guarantor, if any, and Wilmington Trust, National Association, as administrative agent.
4.10	Form of Amended and Restated Stockholders’ Agreement, by and among Thryv, Inc. and the Stockholders party thereto to be entered into prior to the listing made under this Registration Statement.
4.11**	Warrant Agreement, dated August 15, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A.
4.12**	​Officer’s Certificate delivered pursuant to the Warrant Agreement, dated November 17, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A.
4.13**	Pledge Agreement, dated June 30, 2017, by and between Yosemite Sellers’ Representative LLC and Thryv Holdings, Inc.
5.1*	Opinion of Weil, Gotshal & Manges, LLP.
10.1**	Amended and Restated Employment Agreement, dated September 26, 2016, by and between Thryv, Inc. and Joe Walsh.
10.2**	​Thryv Holdings, Inc. Stock Incentive Plan, dated September 26, 2016.
10.3**	Form of Stock Option Agreement, dated September 26, 2016.
10.4**	Form of 2019 Over Performance Plan.
10.5**	Form of 2019 Short Term Incentive Plan.
10.6*	Form of 2020 Over Performance Plan.
10.7*	Form of 2020 Short Term Incentive Plan.
10.8**	Thryv, Inc. Severance Plan—Executive Vice Presidents and Above.
21.1**	List of subsidiaries of Thryv Holdings, Inc.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Weil, Gotshal & Manges, LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page).

*
To be filed by amendment.

**
Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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            , 2020.

THRYV HOLDINGS, INC.
By:
	Name: Joseph A. Walsh
	Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Paul D. Rouse and Lesley Bolger, or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on            , 2020.

Signature	Title
	Chief Executive Officer, President and Director (Principal Executive Officer)
Joseph A. Walsh
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Paul D. Rouse
	Chairman and Director
Jason Mudrick
	Director
Scott Galloway
	Director
Peter Glusker
	Director
Scott Kasen
	Director
Brian Kushner
	Director
Ross Levinsohn
	Director
John Slater

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EX-3.1

Exhibit 3.1

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

THRYV HOLDINGS, INC.

The undersigned, Joseph A. Walsh, hereby certifies that:

1.He is the duly elected and acting President and Chief Executive Officer of Thryv Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”).

2.The name of the Corporation is Thryv Holdings, Inc., and that the Corporation was originally incorporated pursuant to the DGCL by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware (the “DE Secretary”) on August 17, 2012 under the name “Newdex, Inc.”.

3.The First Amended and Restated Certificate of Incorporation of the Corporation was filed with the DE Secretary on April 29, 2013. The Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the DE Secretary on April 30, 2013. The Third Amended and Restated Certificate of Incorporation of the Corporation was filed with the DE Secretary on July 29, 2016, under the name “Dex Media, Inc.” and was thereafter amended by Certificates of Amendment filed with the DE Secretary on December 30, 2016 and July 15, 2019.

4.This Fourth Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the DGCL, and restates, integrates and further amends the provisions of the Corporation’s Certificate of Incorporation.

5.The effective date of this Certificate shall be the date it is filed with the Secretary of State of the State of Delaware.

6.The Certificate of Incorporation of the Corporation shall be amended and restated to read in full as follows:

ARTICLE I

NAME OF THE CORPORATION

The name of the Corporation is Thryv Holdings, Inc. (the “Corporation”).

ARTICLE II

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

BUSINESS PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

(a)Authorized Stock. The total number of shares of stock which the Corporation shall have authority to issue is 300,000,000, consisting of 50,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), and 250,000,000 shares of common stock, par value $0.01 per share (“Common Stock”).

(b)Common Stock. Except as otherwise provided by law, or by the resolution or resolutions adopted by the board of directors of the Corporation (the “Board of Directors”) designating the rights, powers and preferences of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the right to vote on all matters, including the election of directors, to the exclusion of all other stockholders, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote. Each holder of record of Common Stock shall be entitled to one vote for each share of Common Stock standing in the name of the stockholder on the books of the Corporation.

(c)Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this Article IV) is hereby empowered to authorize the issuance from time to time of shares of Preferred Stock in one or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate (hereinafter referred to as a “Preferred Stock Designation”) pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Fourth Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

(i)the designation of the series, which may be by distinguishing number, letter or title;

(ii)the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

(iii)the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative;

(iv)the dates at which dividends, if any, shall be payable;

(v)the redemption rights and price or prices, if any, for shares of the series;

(vi)the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(vii)the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(viii)whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(ix)the restrictions on the issuance of shares of the same series or of any other class or series; and

(x)the voting rights, if any, of the holders of shares of the series,

(d)The Corporation shall not issue any non-voting equity securities to the extent prohibited by Section 1123 of the Bankruptcy Code as in effect on the effective date of the Plan; provided, however, that this Article IV(d): (i) shall have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code, (ii) shall have such force and effect, if any, only for so long as such section of the Bankruptcy Code is in effect and applicable to the Corporation, and (iii) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect.

ARTICLE V

BOARD OF DIRECTORS

(a)General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b)Number of Directors. The total number of directors constituting the entire Board of Directors of the Corporation shall be fixed from time to time by the Board of Directors.

(c)Classes of Directors. The Board of Directors shall be and is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.

(d)Terms of Office. Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided, that each director initially appointed to Class I shall serve for an initial term expiring at the Corporation’s first annual meeting of stockholders following the effectiveness of this provision; each director initially appointed to Class II shall serve for an initial term expiring at the corporation’s second annual meeting of stockholders following the effectiveness of this provision; and each director initially appointed to Class III shall serve for an initial term expiring at the Corporation’s third annual meeting of stockholders following the effectiveness of this provision; provided further, that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal.

(e)Vacancies. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be solely filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

(f)Written Ballot. Elections of directors need not be by written ballot, except as may otherwise be provided in the Amended and Restated Bylaws of the Corporation (the “Bylaws”).

ARTICLE VI

BYLAWS

(a)Board of Directors. A majority of the directors then in office shall have power to adopt, amend or repeal the Bylaws, except as may otherwise be provided in the Bylaws.

(b)Stockholders. The stockholders shall also have the power to adopt, amend, alter, or repeal the Bylaws; provided that, in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or this Fourth Amended and Restated Certificate of Incorporation, such adoption, amendment, alteration, or repeal shall be approved by the affirmative vote of the holders of at least a majority of the voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote thereon, voting together as a single class.

ARTICLE VII

LIMITATION OF LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VIII

INDEMNIFICATION

(a)Right to Indemnification. Each director and officer, past or present, of the Corporation, and each person who serves or may have served at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise, and their respective heirs, administrators and executors, shall be indemnified and held harmless by the Corporation in accordance with, and to the fullest extent permitted by, the provisions of the DGCL as it may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto). Such indemnification shall continue as to an indemnitee who has ceased to be a director or officer, and shall include indemnification for all expense, liability and loss (including attorneys’ fees, costs and charges, and related disbursements, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection with such indemnitee’s service as a director or officer of the Corporation (whether or not the expense, liability or loss arises out of such indemnitee’s official capacity as a director or officer), or service at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise, if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding to which the indemnitee is involved, or is a party or threatened to be made a party (including involvement, without limitation, as a witness), had no reasonable cause to believe the indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Each employee and agent of the Corporation and each person who serves or may have served at the request of the Corporation as an employee or agent of another corporation, or as an employee or agent of any partnership, joint venture, limited liability company, trust, association or other enterprise may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the same extent as provided herein with respect to directors and officers of the Corporation. The provisions of this Section (a) of Article VIII shall apply to any member of any committee appointed by the Board of Directors of the Corporation as fully as though such person shall have been an officer or director of the Corporation.

(b)Advancement. The Corporation shall pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that an advance of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section (b) of Article VIII or otherwise. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII with respect to the advancement of expenses of directors and officers of the Corporation.

(c)Procedure for Indemnification. Any indemnification or advance of expenses (including attorneys’ fees, costs and charges) under Section (a) of this Article VIII shall be made promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section (a) of this Article VIII has been delivered to the Corporation), upon the written request of the indemnitee. If a determination by the Corporation that the indemnitee is entitled to indemnification pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section (b) of this Article VIII has been delivered to the Corporation), the right to indemnification or advancement as granted by this Article VIII shall be enforceable by the indemnitee in the Delaware Court of Chancery (the “Court of Chancery”). Such indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any action by an indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section (b) of this Article VIII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of employees and other agents for whom indemnification and advancement of expenses is provided pursuant to Sections (a) and (b) of this Article VIII shall be the same procedure set forth in this Section (c) for directors and officers, unless otherwise set forth in the action of the Board of Directors of the Corporation providing indemnification and advancement of expenses for such employee or agent.

(d)Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

(e)Service for Subsidiaries. Any person serving, or who has served, as a director, officer, trustee or employee of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise, at least 50% of whose equity interests or assets are owned, directly or indirectly, by the Corporation (a “subsidiary” for this Article VII) shall be conclusively presumed to be, or to have been, serving in such capacity at the request of the Corporation.

(f)Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director or officer of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article VIII in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article VIII shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

(g)Other Rights; Continuation of Right to Indemnification. The provisions of this Article VIII shall be in addition to and not in limitation of any other rights, indemnities, or limitations of liability to which any director or officer may now or in the future be entitled, as a matter of law or under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this Article VIII shall be deemed to be a contract between the Corporation and each person entitled to indemnification under Section (a) of this Article VIII at any time while this Article VIII is in effect.

(h)Amendment or Repeal; Successors. No amendment, modification or repeal of the provisions of this Article VIII, nor the adoption of any provision of this Fourth Amended and Restated Certificate of Incorporation inconsistent with this Article VIII, nor to the fullest extent permitted by applicable law, any modification of law, shall adversely affect (or eliminate or reduce) any right or protection hereunder of any person in respect of any event, act or omission occurring prior to the time of such amendment, modification or repeal, or adoption of any inconsistent provision or, if applicable, modification of law (regardless of when any Proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed). The rights conferred by this Article VIII shall inure to the benefit of any indemnified person (and shall continue as to an indemnified person who has ceased to be a director or officer) and such person’s legal representatives, executors, administrators, heirs, devises and legatees. For purposes of this Article, references to “the Corporation” shall include any constituent corporation absorbed in a merger with this Corporation which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to this Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i)Exception to Right of Indemnification and/or Advancement of Expenses. Notwithstanding any other provisions of this Article VIII and except as may otherwise be agreed by the Corporation, no person shall be entitled to indemnification or advancement of expenses by the Corporation with respect to any action, suit or proceeding brought by such person (other than an action, suit or proceeding brought by such person (a) by way of defense or counterclaim, (b) to enforce such person’s rights under this Fourth Amended and Restated Certificate of Incorporation or under the Bylaws, or (c) to enforce any other rights of such person to indemnification or advancement of expenses by the Corporation under any contract or under statute or applicable law, including any rights under Section 145 of the DGCL), unless the bringing of such action, suit or proceeding shall have been approved by the Board of Directors of the Corporation,

(j)Subrogation. In the event of payment under this Article VIII, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified person, who shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Corporation effectively to bring suit to enforce such rights.

(k)Savings Clause. If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification under Section (a) of this Article VIII as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification or advancement of expenses is available to such person pursuant to this Article VIII to the fullest extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.

(l)Jurisdiction. The Court of Chancery shall have exclusive jurisdiction to hear and determine all actions for indemnification or advancement of expenses brought with respect to this Article VIII, and the Court of Chancery may summarily determine the Corporation’s obligation to advance expenses (including attorneys’ fees) under this Article VIII.

ARTICLE IX

STOCKHOLDER ACTION

(a)Stockholder Consent Prohibition. Subject to the rights of the holders of any series of Preferred Stock, from and after the time that Mudrick Capital Management, L.P. (“Mudrick”) and its affiliates collectively beneficially own (as shall be determined in accordance with Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), less than 40% of the then outstanding shares of the Common Stock, then any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent by such stockholders. For purposes of this provision and Article XI below, “affiliates” shall mean, with respect to a given person, any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; provided, however, that for the purposes of this definition none of (i) the Corporation, its subsidiaries and any entities (including corporations, partnerships, limited liability companies or other persons) in which the Corporation or its subsidiaries hold, directly or indirectly, an ownership interest, on the one hand, or (ii) Mudrick and its affiliates (excluding the Corporation, its subsidiaries or other entities described in clause (i)), on the other hand, shall be deemed to be “affiliates” of one another.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any person means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(b)Special Meetings of Stockholders. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation shall be called only by the Board of Directors, the Chair of the Board of Directors or the President and CEO of the Corporation.

ARTICLE X

CORPORATE OPPORTUNITIES

(a)Scope. The provisions of this Article X are set forth to define, to the extent permitted by applicable law, the duties of Exempted Persons to the Corporation with respect to certain classes or categories of business opportunities. “Exempted Persons” means the Controlling Owner and its affiliates (including, but not limited to, any entity that, directly or indirectly, controls, is controlled by or is under common control with it), successors, directly or indirectly managed funds or vehicles, partners, principals, directors, officers, members, managers and employees, including any of the foregoing who serve as officers or directors of the Corporation; provided, that Exempted Persons shall not include the Corporation or any of its subsidiaries.

(b)Competition and Allocation of Corporate Opportunities. To the fullest extent permitted by law, the Exempted Persons shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries. To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries; provided, that the foregoing waiver of corporate opportunities by the Corporation contained in this sentence shall not apply to any such corporate opportunity that is expressly and exclusively offered to a director or officer of the Corporation in his or her capacity as such.

(c)Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article X, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially or legally able or contractually permitted to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

(d)Limitation of Director Liability. To the fullest extent permitted by law, no amendment or repeal of this Article X in accordance with the provisions hereof shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any activities or opportunities of which such Exempted Person becomes aware prior to such amendment or repeal. This Article X shall not limit or eliminate any protections or defenses otherwise available to, or any rights to indemnification or advancement of expenses of, any director or officer of the Corporation under this Fourth Amended and Restated Certificate of Incorporation, the Bylaws, any agreement between the Corporation and such officer or director, or any applicable law.

(e)Deemed Notice. Any person or entity purchasing, holding or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X.

ARTICLE XI

SECTION 203 OF THE DGCL OPT-OUT

(a)The Corporation shall not be governed by Section 203 of the DGCL (“Section 203”), and the restrictions contained in Section 203 shall not apply to the Corporation.

(b)Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

(i)prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or

(ii)upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least eighty-five percent (85%) of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding  (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (1) persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(iii)at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

(c)For purposes of this Article XI, references to:

(i)“associate” when used to indicate a relationship with any person, means: (1) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of voting stock; (2) any trust or other estate in which such person has at least a twenty percent (20%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (3) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(ii)“business combination” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(1)any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (i) with the interested stockholder, or (ii) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section (b) of this Article XI is not applicable to the surviving entity;

(2)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(3)any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of the securities exercisable for, exchangeable for or convertible into stock of the Corporation or any subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of this Section (c)(ii)(3) of this Article XI shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

(4)any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

(5)any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in Section (c)(ii)(1)-(4) above of this Article XI) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(iii)“control,” including the terms “controlling,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise.  A person who is the owner of twenty percent (20%) or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary.  Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article XI, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(iv)“interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall in no case include or be deemed to include (1) the Investors or their transferees, or (2) any person whose ownership of share in excess of the fifteen percent (15%) limitation set forth herein is the result of any action taken solely by the Corporation; provided that such person specified in this clause (2) shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person.  For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include voting stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(v)“Investors” means Mudrick and any of its affiliates or successors or any group, or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, for so long as they collectively own, directly or indirectly, 10% or more of the voting power of the Corporation’s then outstanding shares of voting stock of the Corporation.

(vi)“owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(1)beneficially owns such stock, directly or indirectly; or

(2)has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants, options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

(3)has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of Section (c)(vi)(2) above of this Article XI), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(vii)“person” means any individual, corporation, partnership, or unincorporated association or other entity.

(viii)“stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(iv)“voting stock” means stock of any class or series entitled to vote generally in the election of directors.

AMENDMENT

The Corporation reserves the right, at any time and from time to time, to alter, amend, add to or repeal any provision contained in this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) in any manner now or hereafter prescribed by the laws of the State of Delaware, and all rights, preferences, privileges and powers of any nature conferred upon stockholders, directors or any other persons herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock), and in addition to any other vote that may be required by this Certificate or any provision of law, the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares of stock entitled to vote thereon, voting together as a single class, shall be required to alter, amend, add to or repeal, or to adopt any provision of this Certificate.

***

IN WITNESS WHEREOF, the undersigned has executed this Fourth Amended and Restated Certificate of Incorporation of Thryv Holdings, Inc. as of the ___ day of [_], 2020.

Joseph A. Walsh, President and Chief

Executive Officer

EX-3.2

Exhibit 3.2

THRYV HOLDINGS, INC.

SECOND AMENDED AND RESTATED BYLAWS

(Adopted by the Board of Directors on [_], 2020)

ARTICLE I
OFFICES

Section 1.01Registered Office. The registered office of Thryv Holdings, Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”).

Section 1.02Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF THE STOCKHOLDERS

Section 2.01Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, or by means of remote communication, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting in accordance with these bylaws (these “Bylaws”) shall be held at such date, time, and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03Special Meetings.Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of stockholders of the Corporation for any purpose or purposes shall be called only by the Board of Directors, the Chair of the Board (as defined in Section 3.17) or the President and Chief Executive Officer of the Corporation.

Section 2.04Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05Notice of Meetings. Notice of the place (if any), date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06List of Stockholders. The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days before the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list was provided with the notice of the meeting; or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07Quorum. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08Organization. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, or in his or her absence or inability to act, the Chief Executive Officer (as defined in Section 4.01), or in his or her absence or inability to act, the officer or director whom the Board of Directors shall appoint, shall act as chair of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following:

(a)the establishment of an agenda or order of business for the meeting;

(b)the determination of when the polls shall open and close for any given matter to be voted on at the meeting;

(c)rules and procedures for maintaining order at the meeting and the safety of those present;

(d)limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies, or such other persons as the chair of the meeting shall determine;

(e)restrictions on entry to the meeting after the time fixed for the commencement thereof; and

(f)limitations on the time allotted to questions or comments by participants.

Section 2.09Voting; Proxies.

(a)General. Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held by such stockholder.

(b)Election of Directors. The election of directors need not be by written ballot. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election.

(c)Other Matters. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

(d)Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such authorization may be in a writing executed by the stockholder or his or her authorized officer, director, employee, or agent. To the extent permitted by law, a stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that the electronic transmission either sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. A copy, facsimile transmission, or other reliable reproduction of the proxy authorized by this Section 2.09(d) may be substituted for or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

Section 2.10Inspectors at Meetings of Stockholders. In advance of any meeting of the stockholders, the Board of Directors shall, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors may appoint or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election. When executing the duties of inspector, the inspector or inspectors shall:

(a)ascertain the number of shares outstanding and the voting power of each;

(b)determine the shares represented at the meeting and the validity of proxies and ballots;

(c)count all votes and ballots;

(d)determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(e)certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

Section 2.11Fixing the Record Date. 

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to notice of or to vote at the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.12Advance Notice of Stockholder Nominations and Proposals. 

(a)Annual Meetings. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be:

(i)specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof;

(ii)otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof; or

(iii)otherwise properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in this Section 2.12.

In addition, any proposal of business (other than the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder pursuant to Section 2.12(a)(iii), the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Section 2.12(a), in writing to the Secretary even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a Proposing Stockholder’s notice for an annual meeting must be delivered to or mailed and received at the principal executive offices of the Corporation: (x) not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting (which date shall be [●], 2021, for purposes of the Corporation’s first annual meeting of stockholders after its direct listing) if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 60 days after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the close of business on the tenth day following the first date of Public Disclosure of the date of such meeting. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period (or extend any notice time period). For the purposes of this Section 2.12, “Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press, or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission (“SEC”) pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)Stockholder Nominations. For the nomination of any person or persons for election to the Board of Directors pursuant to Section 2.12(a)(iii) or Section 2.12(d), a Proposing Stockholder’s notice to the Secretary shall set forth or include:

(i)the name, age, business address, and residence address of each nominee proposed in such notice;

(ii)the principal occupation or employment of each such nominee;

(iii)the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any);

(iv)such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act; and

(v)a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request).

The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(c)Other Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s notice to the Secretary shall set forth as to each matter the Proposing Stockholder proposes to bring before the annual meeting:

(i)a brief description of the business desired to be brought before the annual meeting;

(ii)the reasons for conducting such business at the annual meeting;

(iii)the text of any proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment);

(iv)any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the business is being proposed;

(v)any other information relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; and

(vi)a description of all agreements, arrangements, or understandings between or among such stockholder, the beneficial owner, if any, on whose behalf the proposal is being made, any of their affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such stockholder, beneficial owner, or any of their affiliates or associates, in such business, including any anticipated benefit therefrom to such stockholder, beneficial owner, or their affiliates or associates.

(d)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders called by the Board of Directors at which directors are to be elected pursuant to the Corporation’s notice of meeting:

(i)by or at the direction of the Board of Directors or any committee thereof; or

(ii)provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.12(d) is delivered to the Secretary, who is entitled to vote at the meeting, and upon such election and who complies with the notice procedures set forth in this Section 2.12.

In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if such stockholder delivers a stockholder’s notice that complies with the requirements of Section 2.12(b) to the Secretary at the Corporation’s principal executive offices not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of: (x) the 90th day prior to such special meeting; or (y) the tenth (10th) day following the date of the first Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the Public Disclosure of an adjournment or postponement of a special meeting commence a new time period (or extend any notice time period).

(e)Effect of Noncompliance. Only such persons who are nominated in accordance with the procedures set forth in this Section 2.12 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting as shall be brought before the meeting in accordance with the procedures set forth in this Section 2.12. If any proposed nomination was not made or proposed in compliance with this Section 2.12, or other business was not made or proposed in compliance with this Section 2.12, then except as otherwise required by law, the chair of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding anything in these Bylaws to the contrary, unless otherwise required by law, if a Proposing Stockholder intending to propose business or make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section 2.12 does not provide the information required under this Section 2.12 to the Corporation, within five business days after the record date for such meeting or the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation.

Section 2.13No Action by Stockholder Consent in Lieu of a Meeting. Subject to the rights of the holders of any series of Preferred Stock, from and after the time that Mudrick Capital Management, L.P. (“Mudrick”) and its affiliates collectively beneficially own (as shall be determined in accordance with Rules 13d-3 and 13d-5 of the Exchange Act, less than 40% of the then outstanding shares of the Common Stock, then any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of Corporation and may not be effected by any consent by such stockholders. For purposes of this Section 2.13, “affiliates” shall mean, with respect to a given person, any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; provided, however, that for the purposes of this definition none of (i) the Corporation, its subsidiaries and any entities (including corporations, partnerships, limited liability companies or other persons) in which the Corporation or its subsidiaries hold, directly or indirectly, an ownership interest, on the one hand, or (ii) Mudrick and its affiliates (excluding the Corporation, its subsidiaries or other entities described in clause (i)), on the other hand, shall be deemed to be “affiliates” of one another.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any person means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

ARTICLE III
BOARD OF DIRECTORS

Section 3.01General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02Number; Term of Office. Except as may be set forth in the Certificate of Incorporation then in effect, the number of directors who shall constitute the whole Board of Directors shall be such number as the Board of Directors shall from time to time have designated, except that in the absence of any such designation, such number shall be seven. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.

Section 3.03Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, may be filled by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation, or removal.

Section 3.04Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later effective date or upon the happening of an event or events as is therein specified.

Section 3.05Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with cause.

Section 3.06Fees and Expenses. Directors shall receive such reasonable fees for their services on the Board of Directors and any committee thereof and such reimbursement of their actual and reasonable expenses as may be fixed or determined by the Board of Directors.

Section 3.07Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors.

Section 3.08Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the Chair of the Board or the Chief Executive Officer on at least 24 hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the Chair of the Board or the Chief Executive Officer in like manner and on like notice on the written request of any two or more directors. The notice need not state the purposes of the special meeting and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 3.09Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

Section 3.10Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.11Notices. Subject to Section 3.08, Section 3.10, and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation, or these Bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail, or by other means of electronic transmission.

Section 3.12Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation, or these Bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13Organization. At each regular or special meeting of the Board of Directors, the Chair of the Board or, in his or her absence, another director or officer selected by the Board of Directors shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. If the Secretary is absent from any meeting of the Board of Directors, an assistant secretary of the Corporation shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all assistant secretaries of the Corporation, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.14Quorum of Directors. Except as otherwise provided by these Bylaws, the Certificate of Incorporation, or required by applicable law, the presence of a majority of the total number of directors on the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.15Action by Majority Vote. Except as otherwise provided by these Bylaws, the Certificate of Incorporation, or required by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.16Directors’ Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission.

Section 3.17Chair of the Board. The Board of Directors may elect one of its members to be its chair (the “Chair of the Board”) and shall fill any vacancy in the position of Chair of the Board at such time and in such manner as the Board of Directors shall determine. Except as otherwise provided in these Bylaws, the Chair of the Board shall preside at all meetings of the Board of Directors and of stockholders. The Chair of the Board shall perform such other duties and services as shall be assigned to or required of the Chair of the Board by the Board of Directors.

Section 3.18Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may appoint a Chair of any committee, who shall preside at meetings of any such committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this ARTICLE III.

ARTICLE IV
OFFICERS

Section 4.01Positions and Election. The officers of the Corporation shall be chosen by the Board of Directors and shall include a chief executive officer (the “Chief Executive Officer”), a president (the “President”), a chief financial officer (the “Chief Financial Officer”), a treasurer (the “Treasurer”), and a secretary (the “Secretary”). The Board of Directors, in its discretion, may also elect one or more vice presidents, assistant treasurers, assistant secretaries, and other officers in accordance with these Bylaws. Any two or more offices may be held by the same person.

Section 4.02Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

Section 4.03Chief Executive Officer. The Chief Executive Officer shall, subject to the provisions of these Bylaws and the control of the Board of Directors, have general supervision, direction, and control over the business of the Corporation and over its officers. The Chief Executive Officer shall perform all duties incident to the office of the Chief Executive Officer, and any other duties as may be from time to time assigned to the Chief Executive Officer by the Board of Directors, in each case subject to the control of the Board of Directors.

Section 4.04President. The President shall report and be responsible to the Chief Executive Officer. The President shall have such powers and perform such duties as from time to time may be assigned or delegated to the President by the Board of Directors or the Chief Executive Officer or that are incident to the office of president.

Section 4.05Vice Presidents. Each vice president of the Corporation shall have such powers and perform such duties as may be assigned to him or her from time to time by the Board of Directors, the Chief Executive Officer, or the President, or that are incident to the office of vice president.

Section 4.06Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees of the Board of Directors when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chair of the Board, or the Chief Executive Officer. The Secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 4.07Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation and shall have such powers and perform such duties as may be assigned by the Board of Directors, the Chair of the Board, or the Chief Executive Officer.

Section 4.08Treasurer. The treasurer of the Corporation shall have the custody of the Corporation’s funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in records belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, Chief Executive Officer or Chief Financial Officer, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the President and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.09Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.10Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the Chief Executive Officer or the President or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V
INDEMNIFICATION

Section 5.01Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors.

Section 5.02Advancement of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a director or officer of the Corporation in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Section 5.02 or otherwise. Payment of such expenses actually and reasonably incurred by such person, may be made by the Corporation, subject to such terms and conditions as the general counsel of the Corporation in his or her discretion deems appropriate.

Section 5.03Non-Exclusivity of Rights. The rights conferred on any person by this ARTICLE V will not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL.

Section 5.04Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise, or nonprofit entity.

Section 5.05Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

Section 5.06Repeal, Amendment, or Modification. Any amendment, repeal, or modification of this ARTICLE V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VI
STOCK CERTIFICATES AND THEIR TRANSFER

Section 6.01Certificates Representing Shares. The shares of the Corporation’s stock may be certificated or uncertificated as provided under the DGCL. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. Although any officer, transfer agent, or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent, or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar were still such at the date of its issue.

Section 6.02Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books administered by or on behalf of the Corporation only by the direction of the registered holder thereof or such person’s attorney, lawfully constituted in writing, and, in the case of certificated shares, upon the surrender to the Company or its transfer agent or other designated agent of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued.

Section 6.03Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 6.04Lost, Stolen, or Destroyed Certificates. The Board of Directors or the Secretary may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors or the Secretary may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen, or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VII
GENERAL PROVISIONS

Section 7.01Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 7.02Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors. In the absence of such resolution, the fiscal year of the Corporation shall be the calendar year beginning January 1 and ending December 31.

Section 7.03Checks, Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the Corporation by such officer, officers, person, or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 7.04Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

Section 7.05Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Section 7.06Forum for Adjudication of Disputes. Unless the Corporation consents in writing in advance to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for:

(a)any derivative action or proceeding brought on behalf of the Corporation;

(b)any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the Corporation to the Corporation or the Corporation’s stockholders;

(c)any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws; or

(d)any action asserting a claim governed by the internal affairs doctrine;

in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. If any action the subject matter of which is within the scope of this Section 7.06 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 7.06 (an “Enforcement Action”); and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. The federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. The provisions of this Section 7.06 shall not preclude or contract the scope of exclusive federal jurisdiction for suits brought under the Exchange Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.06.

ARTICLE VIII
AMENDMENTS

A majority of the directors then in office shall have power to adopt, amend, alter or repeal the Bylaws. In addition, these Bylaws may be adopted, amended, altered or repealed by the stockholders, provided that, in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, such adoption, amendment, alteration, or repeal shall be approved by the affirmative vote of the holders of at least a majority of the voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote thereon, voting together as a single class; and, provided further, that any proposal by a stockholder to amend these Bylaws will be subject to the provisions of ARTICLE II of these Bylaws except as otherwise required by law. The fact that such power has been so conferred upon the Board of Directors will not divest the stockholders of the power, nor limit their power to adopt, amend, or repeal Bylaws.

EX-4.10

Exhibit 4.10

AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT

by and among

THRYV HOLDINGS, INC.

and

THE OTHER PARTIES NAMED HEREIN

Dated as of [●], 2020

TABLE OF CONTENTS

		Page
Article I	Definitions	1
Section 1.1	Certain Definitions	1
Section 1.2	Interpretive Provisions	5
Article II	Corporate Governance	6
Section 2.1	Board of Directors	6
Article III	Registration Rights	8
Section 3.1	Demand Registration	8
Section 3.2	Piggyback Registration	12
Section 3.3	Certain Information	13
Section 3.4	Expenses	14
Section 3.5	Registration and Qualification	14
Section 3.6	Underwriting; Due Diligence	16
Section 3.7	Indemnification and Contribution	17
Section 3.8	Rule 144 Information	20
Section 3.9	Grant of Additional Registration Rights	20
Section 3.10	Holdback Agreement	20
Section 3.11	Termination	20
Article IV	Representations and Warranties	21
Section 4.1	Existence; Authority; Enforceability	21
Section 4.2	Absence of Conflicts	21
Section 4.3	Consents	21
Article V	General	21
Section 5.1	Assignment	21
Section 5.2	Term and Effectiveness	22
Section 5.3	Severability	22
Section 5.4	Entire Agreement; Amendment	22
Section 5.5	Counterparts	23
Section 5.6	Governing Law	23
Section 5.7	Waiver of Jury Trial; Consent to Jurisdiction	23
Section 5.8	Specific Enforcement	24
Section 5.9	Notices	24
Section 5.10	Binding Effect; Third Party Beneficiaries	25
Section 5.11	Further Assurances	25
Section 5.12	Table of Contents, Headings and Captions	25
Section 5.13	No Recourse	25
Annex A – Form of Joinder Agreement

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2020 (the ”Effective Date”), by and among (i) Thryv Holdings, Inc., a Delaware corporation (the “Company”), (ii) [Mudrick entity], a [●] (the “Mudrick Entity”), (iii) [GoldenTree entity], a [●] (the “GoldenTree Entity”), (iv) [Paulson entity], a [●] (the “Paulson Entity”), and (v) [Cerberus entity], a [●] (the “Cerberus Entity”, and together with the Mudrick Entity, the GoldenTree Entity and the Paulson Entity, each a “Stockholder” and collectively the “Stockholders”).

RECITALS

WHEREAS, the Company and the Stockholders are party to that certain Stockholders Agreement, dated July 29, 2016 (as amended, the “Original Agreement”).

WHEREAS, in connection with the Company’s proposed Public Listing (as defined below), the Original Agreement will terminate in accordance with Section 3.13 of the Original Agreement, provided, that certain provisions will survive and the Stockholders and the Company now desire to amend and restate the Original Agreement in its entirety pursuant to Section 7.5 of the Original Agreement for the purpose of providing for certain rights and obligations of the Company and the Stockholders upon and after the consummation of the Public Listing.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1          Certain Definitions.  As used in this Agreement, the following definitions shall apply:

“5% Stockholder” means each Stockholder Group with an Aggregate Ownership of at least 5% of the issued and outstanding shares of Common Stock as of such date.

“Affiliate” means, when used with reference to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person and, in respect of any Stockholder, any investment fund, vehicle or holding company of which such Stockholder or any Affiliate of such Stockholder serves as the general partner, managing member or discretionary manager or advisor; provided, that none of the Company or its Subsidiaries shall be deemed to be an Affiliate of the Stockholders; provided, further, that no portfolio company of any Stockholder or of any Affiliate of such Stockholder shall be considered an Affiliate of such Stockholder.

“Aggregate Ownership” means, with respect to any Stockholder Group, the total number of shares of Common Stock Beneficially Owned, in the aggregate and without duplication, by such Stockholder Group as of the date of such calculation.

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“Agreement” has the meaning set forth in the Preamble.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 (or any successor rule then in effect) promulgated under the Securities Act.

“Beneficially Owned” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“Board” means the board of directors of the Company.

“Business Day” means a day other than a Saturday, Sunday or other day on which banks located New York City, New York are authorized or required by law to close.

“Bylaws” means the Second Amended and Restated Bylaws of the Company, as may be amended, modified or supplemented or amended and restated and in effect from time to time.

“Cerberus” means [Cerberus Capital Management L.P.]

“Cerberus Parties” means Cerberus, the Cerberus Entity and their Affiliates, in each case so long as any such Cerberus Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Cerberus and (ii) owns Company Securities.

“Certificate of Incorporation” means the Fourth Amended and Restated Certificate of Incorporation of the Company, as may be amended, modified or supplemented or amended and restated and in effect from time to time, including any certificates of correction or amendment thereto that are filed with the Delaware Secretary of State.

“Common Stock” means the common stock of the Company, par value $0.01 per share (or any successor of the Company by merger, consolidation or other reorganization) and any stock into which any such common stock shall have been changed or any stock resulting from any reclassification of any such common stock.

“Company” has the meaning set forth in the Preamble.

“Company Securities” means (i) the Common Stock and (ii) securities then convertible into, or exercisable or exchangeable for, Common Stock.

“Demand Registration Notice” has the meaning set forth in Section 3.1(a).

“Director” means any of the individuals elected or appointed to serve on the Board.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect from time to time.

“FINRA” means the Financial Industry Regulatory Authority.

“GoldenTree” means GoldenTree Asset Management LP.

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“GoldenTree Parties” means the GoldenTree, the GoldenTree Entity and their Affiliates, in each case so long as any such GoldenTree Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with GoldenTree and (ii) owns Company Securities.

“Governing Documents” means the Certificate of Incorporation and the Bylaws.

“Initial Requesting Holder” means, with respect to any registration of Registrable Securities that is requested pursuant to Section 3.1(a), the Stockholder or Stockholders (as the case may be) who made the underlying Registration Demand.

“Losses” has the meaning set forth in Section 3.7.

“Mudrick” means Mudrick Capital Management, L.P.

“Mudrick Parties” means Mudrick, the Mudrick Entity their Affiliates, in each case so long as any such Mudrick Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Mudrick and (ii) owns Company Securities.

“Necessary Action” means, with respect to a specified result, all actions (to the extent such actions are permitted by law and by the Governing Documents) necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to the Company Securities, (ii) causing the adoption of shareholders’ resolutions and amendments to the Governing Documents, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Nominating Stockholder Group” has the meaning set forth in Section 2.1(b).

“Paulson” means Paulson & Co. Inc.

“Paulson Parties” means Paulson, the Paulson Entity and their Affiliates, in each case so long as any such Paulson Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Paulson and (ii) owns Company Securities.

“Person” means an individual, a corporation, a partnership, a limited liability company, a trust, an incorporated or unincorporated association, a joint venture, a joint stock company or any other legal entity or body, or a governmental agency or political subdivision thereof.

“Piggyback Registration” means any proposed filing of a Registration Statement with respect to Company Securities that requires the Company to provide the Stockholders with a Piggyback Registration Notice.

“Piggyback Registration Notice” has the meaning set forth in Section 3.2(a).

“Piggyback Registration Request” has the meaning set forth in Section 3.2(a).

“Public Offering” means any (a) Public Listing or (b) bona fide firm commitment underwritten sale of Common Stock to the public pursuant to an effective Registration Statement.

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“Public Listing” means the public listing of the shares of Common Stock pursuant to an effective Registration Statement and the Company becomes required under the Exchange Act to file reports pursuant thereto.

“Registrable Securities” means all shares of Common Stock issued by the Company to a Stockholder, any additional shares of Common Stock held by a Stockholder (including Common Stock acquired upon the exercise of any preemptive rights and upon exercise of options or settlement of other awards issued by the Company) and any additional securities issued or distributed by way of a dividend or other distribution in respect of any such shares of Common Stock; provided, that such Registrable Securities shall cease to be Registrable Securities (i) upon any sale pursuant to a Registration Statement or Rule 144 (or any successor provision) under the Securities Act and (ii) upon repurchase by the Company.

“Registration Demand” has the meaning set forth in Section 3.1(a).

“Registration Expenses” means any and all expenses incident to the performance of or compliance with Article III, including (i) the fees, disbursements and expenses of the Company’s counsel and accountants (including the expenses of any annual audit letters and “cold comfort” letters required or incidental to the performance of such obligations), (ii) the reasonable fees and disbursements of one counsel for all of the Selling Holders, which counsel shall be selected by the Company and be reasonably acceptable to holders of a majority of the Registrable Securities to be registered on the Registration Statement, (iii) all expenses, including filing fees, in connection with the preparation, printing and filing of the Registration Statement, any free writing, preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers, (iv) the cost of printing or producing any agreements among underwriters, underwriting agreements, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of, (v) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, (vi) the filing fees incidental to securing any required review by FINRA of the terms of the sale of the securities to be disposed of, (vii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (viii) all security engraving and security printing expenses, (ix) all fees and expenses payable in connection with the listing of the securities on any national securities exchange and (x) all rating agency fees.

“Registration Request” has the meaning set forth in Section 3.1(a).

“Registration Statement” means a registration statement under the Securities Act that is filed by the Company with the SEC for a public offering and sale of securities of the Company, other than a registration statement on Form S-8 or Form S-4 or any successor forms thereto.

“Requesting Holder” means, with respect to any Registration Statement that is used to register Registrable Securities pursuant to Article III, any Stockholder who is an Initial Requesting Holder or timely submits a Registration Request pursuant to Section 3.1, or any Stockholder who timely submits a Piggyback Registration Request pursuant to Section 3.2.

“Responsible Requesting Holder” has the meaning set forth in Section 3.5.

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“Rule 144” means Rule 144 under the Securities Act, and any successor rule or regulation hereafter adopted by the SEC.

“SEC” means the United State Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect from time to time.

“Selling Holder” means, with respect to any Registration Statement that is used to register Registrable Securities pursuant to Article III, any Stockholder who Beneficially Owns Registrable Securities included in such Registration Statement.

“Shelf Registration Statement” has the meaning set forth in Section 3.1(d)(i).

“Stockholder(s)” has the meaning set forth in the Preamble.

“Stockholder Group” means each of the Mudrick Parties, the GoldenTree Parties, the Paulson Parties and the Cerberus Parties, severally and not jointly.

“Stock Exchange” means the New York Stock Exchange or other national securities exchange or interdealer quotation system on which the shares of Common Stock is at any time listed or quoted.

“Underwriter’s Maximum Number” has the meaning set forth in Section 3.1(j).

“Underwriting Agreement” has the meaning set forth in Section 3.6(a).

“Well-Known Seasoned Issuer” means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act (or any successor rule then in effect).

Section 1.2          Interpretive Provisions.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.  References to any agreement or contract are to that agreement or contract as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References in this Agreement to a number or percentage of shares, units or other equity interests shall take into account and give effect to any split, combination, dividend or recapitalization of such shares, units or other equity interests, as applicable.

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ARTICLE II

CORPORATE GOVERNANCE

Section 2.1          Board of Directors.

(a)          Size.  As of the Effective Date, the total number of Directors on the Board shall be nine (9), which shall initially consist of the following individuals [●]; [●]; [●]; [●]; [●]; [●]; [●]; [●] and [●] and shall thereafter be increased or decreased as determined by the Board from time to time in accordance with this Agreement and the Governing Documents.

(b)          Composition.  Subject to Section 2.1(a), the composition of the Board shall be as follows:

(i)          So long as the Aggregate Ownership of any one of the Mudrick Parties, GoldenTree Parties or Paulson Parties (each a “Nominating Stockholder Group”) constitutes at least 10% of the outstanding shares of Common Stock, such Nominating Stockholder Group shall have the right to designate for nomination one Director for every 10% of the outstanding shares of Common Stock that are held by such Nominating Stockholder Group as of the date of calculation (each such individual so designated, a “Director Nominee”).  For the avoidance of doubt, as of the Effective Date:

A.          the Mudrick Parties shall have the right to designate six (6) Director Nominees for so long as the Aggregate Ownership of the Mudrick Parties shall constitute at least sixty percent (60%) of the issued and outstanding shares of Common Stock;

B.          the GoldenTree Parties shall have the right to designate one (1) Director Nominee for so long as the Aggregate Ownership of the GoldenTree Parties shall constitute at least ten percent (10%) of the issued and outstanding shares of Common Stock; and

C.          the Paulson Parties shall have the right to designate one (1) Director Nominee for so long as the Aggregate Ownership of the Paulson Parties shall constitute at least ten percent (10%) of the issued and outstanding shares of Common Stock.

provided, that, notwithstanding the foregoing, upon any date on which the Aggregate Ownership of any Nominating Stockholder Group falls below 10% of the issued and outstanding shares of Common Stock, such Nominating Stockholder Group’s right to nominate any Directors to the Board shall automatically terminate and any subsequent increase in the Aggregate Ownership of such Nominating Stockholder Group to, or in excess of, 10% shall not entitle such Nominating Stockholder Group to any rights under this Article II; and

(ii)          other than as expressly set forth in this Agreement, each additional designee to the Board shall be filled as provided in the Governing Documents.

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(c)          Nominations.  With respect to any Director to be nominated by any Nominating Stockholder Group other than the initial Directors listed in Section 2.1(a), a Nominating Stockholder Group shall nominate its Director or Directors by delivering to the Company its written statement at least 60 days prior to the annual meeting of the Company where such Nominating Stockholder Group is entitled to nominate its Director or Directors and setting forth such Director’s or Directors’ business address, telephone number, facsimile number and e-mail address; provided, that if a Nominating Stockholder Group shall fail to deliver such written notice, such Nominating Stockholder Group, shall be deemed to have nominated the Director(s) previously nominated (or designated pursuant to this Section 2.1(c)) by such Nominating Stockholder Group who is/are currently serving on the Board.

(d)          Company Obligations. The Company hereby agrees to take all Necessary Action to effectuate this Section 2.1 by (A) including the Director Nominees of each Nominating Stockholder Group nominated pursuant to this Section 2.1 as the nominees to the Board on each slate of nominees for election of the Board included in the Company’s annual meeting proxy statement (or consent solicitation or similar document), (B) recommending the election of such Director Nominees to the stockholders of the Company and (C) without limiting the foregoing, using its reasonable best efforts to cause such Director Nominees to be elected to the Board, including providing at least as high a level of support for the election of such Director Nominees as it provides to any other individual standing for election as a Director.

(e)          Removal; Vacancies.

(i)          In the event that a Nominating Stockholder Group has nominated less than the total number of Director Nominees that such Nominating Stockholder Group is entitled to nominate pursuant to this Section 2.1, such Nominating Stockholder Group shall have the right, at any time, to nominate such additional Director Nominees to which it is entitled, in which case the Nominating Stockholder Group and the Company shall take, or cause to be taken, all Necessary Action to (A) increase the size of the Board as required to enable the Nominating Stockholder Group to so nominate such additional Director Nominees and (B) appoint such additional Director Nominees of the Nominating Stockholder Group to such newly created directorships.

(ii)          If at any time the number of Director Nominees that a Nominating Stockholder Group is entitled to designate pursuant to this Section 2.1 is less than the number of Director Nominees on the Board, such Nominating Stockholder Group shall cause the required number of directors to (i) immediately offer to resign from the Board and the Board will consider whether to accept such resignation or (ii) if such Director has not resigned, will not stand for reelection on or prior to the Company’s next annual meeting of the stockholders at which Directors of the Board are to be elected.

(iii)          If any Director previously nominated by a Nominating Stockholder Group dies or is unwilling or unable to serve as such or otherwise resigns from office, then the Nominating Stockholder Group who previously nominated such Director shall promptly nominate a successor to such Director, in accordance with this Section 2.1; but if none of the Nominating Stockholder Groups are entitled to fill such vacant Director position(s), such vacant Director position(s) shall be filled by the Board in accordance with the Governing Documents.

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(iv)          Except as set forth in this Section 2.1(e), (i) Directors shall serve until their resignation or removal or until their successor is nominated and (ii) any other vacant Director position(s) shall be filled by the Board, or the Board shall nominate a replacement Director, in each case in accordance with the Governing Documents.

ARTICLE III

REGISTRATION RIGHTS

Section 3.1          Demand Registration.

(a)          Requests for Registration.  Subject to Section 3.1(b) and the other terms of this Article III, any 5% Stockholder shall have the right to, in each case, pursuant to Section 3.1(c) or Section 3.1(d), request the Company to effect the registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of the Registrable Securities Beneficially Owned by such 5% Stockholder, by submitting a written request of such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”).  The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten (10) Business Days from the date of receipt of such Registration Demand) to each of the other 5% Stockholders, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Article III, Registrable Securities Beneficially Owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within fifteen (15) days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement.  Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within ninety (90) days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering):  (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests.  Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.5, to effect the registration of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Demand.  Subject to Section 3.1(j), the Company may include in such Registration Statement such number of Registrable Securities as the Company proposes to offer and sell for its own account or the account of any other Person.

(b)          Limitation on Demand Registration.  Notwithstanding anything to the contrary in this Section 3.1, no 5% Stockholder may make a Registration Demand until the earliest to occur of (i) the six-month anniversary of the Company’s Public Listing and (ii) the date on which the Board approves the making of a Registration Demand pursuant to this Section 3.1, provided, that, notwithstanding the foregoing, a 5% Stockholder may only make a Registration Demand pursuant to Section 3.1(c) if the Company is preparing or has a Shelf Registration Statement on file with the SEC in accordance with Section 3.1(d).

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(c)          Form S-1 Registration.  Subject to the terms and conditions of this Article III, any 5% Stockholder, shall have the right to submit a Registration Demand to effect the registration on Form S-1 (or any successor form) of all or any portion of the Registrable Securities held by such Stockholders; provided, that the 5% Stockholders, shall, collectively, be limited to three such Registration Demands.  Any registration pursuant to such a Registration Demand may, if so requested in the underlying Registration Demand, be a “shelf” registration for an offering of Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule that is subsequently adopted by the SEC).  For the avoidance of doubt, the Company shall not be required to effect a registration of Registrable Securities pursuant to this Section 3.1(c) if the Company is preparing or has a Shelf Registration Statement on file with the SEC in accordance with Section 3.1(d).

(d)          Registration; Shelf Registration.

(i)          Subject to the terms and conditions of this Article III, as soon as reasonably practicable after the Company is eligible to use Form S-3 (or any successor form) as a “shelf” registration on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule that is subsequently adopted by the SEC) for the registration of all the Registrable Securities of the Stockholders for resale (a "Shelf Registration Statement"), the Company shall prepare and file with the SEC a Shelf Registration Statement and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing.  The Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective until such date on which all Registrable Securities included in such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or another Registration Statement is filed under the Securities Act.

(ii)          Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the 5% Stockholders as promptly as reasonably practicable, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (ii) the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use commercially reasonable efforts to file such Automatic Shelf Registration Statement as promptly as practicable, but in no event later than 90 days after it becomes a Well-Known Seasoned Issuer, and take commercially reasonable efforts to cause such Automatic Shelf Registration Statement to remain effective thereafter (subject to applicable securities laws).  Notwithstanding the foregoing, in the event that an effective Shelf Registration Statement or Automatic Shelf Registration Statement is not on file, each 5% Shareholder shall have the right, subject to terms and conditions of this Article III, to submit a Registration Demand pursuant to Section 3.1(c) or a Registration Demand for the Company to file a Shelf Registration.

(e)          Delay for Disadvantageous Condition.  If, in connection with any requested or ongoing registration pursuant to a Registration Demand and in addition to any limitations set forth in Section 3.1(f), the Company provides a certificate to the Requesting Holders, signed by the Chief Executive Officer of the Company and stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its Stockholders for such Registration Statement either to become effective or to remain effective for as long as such Registration Statement otherwise would be required to remain effective, or if the Company is prohibited by the terms of any applicable underwriting or securities purchase agreement, then the Company shall have the right to defer taking action with respect to such Registration Statement and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that (i) the aggregate number of days in all such delay periods in any period of twelve (12) consecutive months shall not exceed one hundred and thirty five (135) days and (ii) at least thirty (30) days shall elapse between the termination of any delay period and the commencement of the immediately succeeding delay period.

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(f)          Limitation on Successive Registrations and Underwritten Offerings.  The Company shall not be required to effect a registration of Registrable Securities pursuant to Section 3.1(c) or Section 3.1(d) for a period of ninety (90) days immediately following the effective date of any Registration Statement filed pursuant to this Section 3.1 and in no event shall the Company be required to file more than three (3) Registration Statements pursuant to Section 3.1(d) during any 12 month period.  Without limiting the foregoing, in addition, in no event shall the Company have the obligation to effect more than three (3) underwritten offerings pursuant to this Section 3.1, and, provided, further, the Company shall not be required to effect an underwritten offering if the Company determines in good faith with the consent a majority of the Board that pursuing an underwritten offering is not in the best interests of the Company.

(g)          Demand Withdrawal.  With respect to any registration requested pursuant to this Section 3.1, (i) the Initial Requesting Holder who submitted the underlying Registration Demand may withdraw such Registration Demand and (ii) any Requesting Holder may withdraw its Registrable Securities from such registration, in either case by providing written notice to the Company at any time (x) in the case of an underwritten offering, prior to the filing of the preliminary prospectus pursuant to such registration, and (y) in the case of non-underwritten offering, prior to the effective date of the Registration Statement relating to such Registration Demand.  If all of the Registrable Securities to be included in the registration pursuant to any Registration Demand are so withdrawn, then such Registration Demand shall be deemed withdrawn.  In the event of any such actual or deemed withdrawal of a Registration Demand, the Company shall cease all efforts to effect the registration of the Registrable Securities requested to be included in such registration, without liability to any Requesting Holder.  Such registration will be deemed to have been effected (including for purposes of Section 3.1(c) and Section 3.1(d), with respect to a Registration Demand made thereunder) unless (A) each Requesting Holder who has withdrawn its Registration Demand or has withdrawn all of its Registrable Securities from such registration has paid (or reimbursed the Company for), pursuant to Section 3.4, its pro rata share (based on a fraction, the numerator of which is the number of Registrable Securities that such Requesting Holder asked to be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Requesting Holders, collectively, requested to be included in such withdrawn registration) of the Registration Expenses incurred by the Company in connection with such withdrawn registration; provided, that if any revocation was based on the Company’s failure to comply in any material respect with its obligations hereunder, such reimbursement of Registration Expenses shall not be required or (B) the withdrawal is made following the occurrence of a material adverse change in the business or financial condition of the Company that is made known to the Initial Requesting Holder after the date of the applicable Registration Demand, or (C) if the registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or omission by any Requesting Holder; provided, that if any such stop order, injunction, order or requirement is issued or imposed as a result of any misrepresentation or omission by any Requesting Holder(s), the Responsible Requesting Holder(s) shall be solely responsible for paying (or reimbursing the Company for) all of the Registration Expenses to be paid or reimbursed to the Company pursuant to Section 3.4.

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(h)          Effective Registration.  Notwithstanding anything to the contrary in this Agreement, except to the extent expressly set forth in Section 3.1(g), a Registration Statement filed pursuant to this Section 3.1 shall not be deemed to have been requested or effected (including for purposes of Section 3.1(c) and Section 3.1(d), with respect to a Registration Demand made thereunder) unless it has been declared effective by the SEC and shall have remained effective for 180 days (excluding any periods of time during which such Registration Statement is tolled or suspended pursuant to Section 3.1(e) or Section 3.6(c)) or such shorter period as may be required to sell all Registrable Securities included in such Registration Statement; provided, that in the case of any registration of Registrable Securities that are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the Registration Statement effective until all such Registrable Securities are sold.  In no event shall a registration be deemed to have been effected if (i) after the Registration Statement has been declared effective by the SEC, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, for any reason other than a misrepresentation or an omission by any Requesting Holder and, as a result thereof, the Registrable Securities requested to be registered therein cannot be completely distributed in accordance with the plan of distribution set forth in such Registration Statement or (ii) the conditions to closing the sale of Registrable Securities specified in any purchase agreement or Underwriting Agreement, which agreement was entered into in connection with such registration for the purpose of distributing Registrable Securities in accordance with the plan of distribution set forth in the applicable Registration Statement, are not satisfied or waived other than solely by reason of some act or omission by any Requesting Holder.

(i)          Selection of Underwriters.  Subject to Section 3.1(f), any registration of Registrable Securities pursuant to this Section 3.1 may, if so requested in the underlying Registration Demand by the 5% Stockholder, be effected as an underwritten offering, and in such event the Company shall have the right to select the managing underwriter or underwriters for the offering; provided, that such underwriter or underwriters shall be reasonably acceptable to the Requesting Holder(s).

(j)          Priority.  If a registration under this Section 3.1 involves an underwritten offering  and the managing underwriter(s) in its good faith judgment advises the Company that the number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering (the “Underwriter’s Maximum Number”), the Company shall be required to include in such Registration Statement only such number of securities as is equal to the Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering in the following order of priority:

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(i)          First, the Company shall be obligated and required to include in the Registration Statement the number of Registrable Securities that the Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter’s Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated among all such Requesting Holders in proportion, as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the underlying Registration Demand.  If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence.

(ii)          Second, the Company shall be entitled to include in such Registration Statement such number of Registrable Securities as the Company proposes to offer and sell for its own account or the account of any other Person to the full extent of the remaining portion of the Underwriter’s Maximum Number.

Section 3.2          Piggyback Registration.

(a)          Notice of Registrations.  In the event that the Company proposes to file a Registration Statement with respect to Registrable Securities (other than a Registration Statement (i) filed in connection with the Company’s initial Public Offering, (ii) filed pursuant to Section 3.1, or (iii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering only officers or directors of the Company or its Affiliates), whether or not for sale for its own account, the Company shall provide each Stockholder with written notice of its intention to do so (a “Piggyback Registration Notice”) at least thirty (30) days prior to filing such Registration Statement.  Any Stockholder may elect to include Registrable Securities Beneficially Owned by it in the Registration Statement to which a Piggyback Registration Notice relates, by submitting a written request (a “Piggyback Registration Request”) to the Company within fifteen (15) days after the date of such Piggyback Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement, and the intended method of disposition thereof.  The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Stockholders have requested, pursuant to timely submitted Piggyback Registration Requests, to be included in the Registration Statement to which the underlying Piggyback Registration Notice relates.

(b)          Withdrawal of Registration.  If, at any time after the Company provides a Piggyback Registration Notice and prior to the effective date of any Registration Statement filed in connection therewith, the Company shall determine for any reason not to register the Registrable Securities to which such Piggyback Registration Notice relates, the Company may, in its sole discretion, give the Requesting Holders written notice of such determination and thereupon shall be relieved of its obligation to register any Registrable Securities that the Requesting Holders requested to be registered pursuant to a Piggyback Registration Request delivered in response to such Piggyback Registration Notice.  Each Stockholder shall be permitted to withdraw all or any portion of the Registrable Securities of such Stockholder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

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(c)          Priority.  If a registration under this Section 3.2 involves an underwritten offering and the managing underwriter(s) in its good faith judgment advises the Company that the number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the Underwriter’s Maximum Number, the Company shall be required to include in such Registration Statement only such number of Registrable Securities as is equal to the Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering in the following order of priority:

(i)          First, the Company shall be entitled to include in such Registration Statement the Registrable Securities that the Company proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter’s Maximum Number.

(ii)          Second, the Company shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Requesting Holders have, collectively, requested to be included in such offering, to the full extent of the remaining portion of the Underwriter’s Maximum Number; provided, that if such number of Registrable Securities exceeds the remaining portion of the Underwriter’s Maximum Number, the Registrable Securities to be included in such offering shall be allocated among all of the Requesting Holders, in proportion, as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the underlying Piggyback Registration Notice.  If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence.

(iii)          Third, the Company shall be entitled to include in such Registration Statement that number of Registrable Securities that the Company proposes to offer and sell for the account of any other Person, to the full extent of any remaining portion of the Underwriter’s Maximum Number.

(d)          Not a Demand Registration.  No registration of Registrable Securities effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration of Registrable Securities pursuant to Section 3.1.

Section 3.3          Certain Information.  In connection with any request for registration pursuant to Section 3.1 or Section 3.2, each Selling Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such Registrable Securities as the Company shall reasonably request, to the extent required to complete the filing of such Registration Statement in accordance with applicable law (including the Securities Act and any state securities or “blue sky” laws).

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Section 3.4          Expenses.  Except as expressly provided otherwise in this Agreement, if the Company is required to effect the registration of any Registrable Securities pursuant to Section 3.1 or Section 3.2, the Company shall pay all Registration Expenses with respect to such registration; provided, that each Selling Holder shall bear its pro rata share, on the basis of the number of Registrable Securities sold in such registration, of all underwriting discounts, selling commissions and stock transfer taxes, and each such Selling Holder shall be responsible for any fees and expenses of any persons retained by such Selling Holder.  Notwithstanding the foregoing, in the event that any registration of Registrable Securities, as applicable, requested pursuant to Section 3.1 is withdrawn or deemed withdrawn pursuant to Section 3.1(g) and the Initial Requesting Holder(s) elects not to have such withdrawn registration counted as a registration under Section 3.1, the Initial Requesting Holder(s) and each Requesting Holder withdrawing all of its Registrable Securities shall pay (or reimburse the Company for) its pro rata share (in proportion to the number of Registrable Securities that it asked to be included in such withdrawn registration) of the Registration Expenses incurred by the Company with respect to such withdrawn registration.  The immediately preceding sentence shall not apply if such registration is withdrawn (i) as a result of information concerning the occurrence of a material adverse change in the business or financial condition of the Company that is made known to the Requesting Holders after the date on which such registration was requested, (ii) if the revocation of such Selling Holder’s request for registration is based on the Company’s failure to comply in any material respect with its obligations hereunder or (iii) if the registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or omission by any Requesting Holder; provided, that if any such stop order, injunction, order or requirement is issued or imposed as a result of any misrepresentation or omission by any Requesting Holder(s), such Requesting Holder(s) (each, a “Responsible Requesting Holder”) shall be solely responsible for paying (or reimbursing the Company for) all of the Registration Expenses incurred by the Company with respect to such withdrawn registration; provided, further, that if more than one Responsible Requesting Holder is responsible for such payment or reimbursement of Registration Expenses, then each such Responsible Requesting Holder shall be responsible for its pro rata share of such Registration Expenses (for each Responsible Requesting Holder based on a fraction, the numerator of which is the number of Registrable Securities that such Responsible Requesting Holder asked to be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Responsible Requesting Holder, collectively, asked to be included in such withdrawn registration).

Section 3.5          Registration and Qualification.

(a)          In the event that the Company is required to effect the registration of any Registrable Securities as applicable, pursuant to this Article III, the Company shall:

(i)          use its reasonable best efforts to, as promptly as practicable, prepare, file and cause to become effective and remain effective a Registration Statement relating to such Registrable Securities;

(ii)          prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement for such Registrable Securities and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until such time as all of such Registrable Securities have been disposed of; provided, that the Company shall, as far in advance as practicable but at least five (5) Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); provided, further, that each Selling Holder may request reasonable changes to such Registration Statement, prospectus, amendment or supplement (as the case may be) and the Company shall be required to comply therewith to the extent necessary to lawfully complete such filing or maintain the effectiveness of such Registration Statement;

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(iii)          furnish to each Selling Holder and each underwriter of such Registrable Securities such number of conformed copies of such Registration Statement and each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents as are incorporated by reference in such Registration Statement or prospectus (including any amendments or supplements thereto), and such other documents as such Selling Holder or underwriter may reasonably request;

(iv)          promptly notify each Selling Holder in writing of the effectiveness of the Registration Statement and of any stop order issued or threatened by the SEC with respect thereto, use its reasonable best efforts to prevent the entry of any such stop order that is threatened and promptly remove any such stop order that has been entered, and promptly notify each Selling Holder of such lifting or withdrawal of any such stop order;

(v)          use its reasonable best efforts to (x) register or qualify all Registrable Securities, as applicable, covered by such Registration Statement under the securities or blue sky laws of such jurisdictions as may be reasonably requested by any Selling Holder or underwriter of such Registrable Securities and promptly notify the Selling Holders of the receipt of any notification with respect to the suspension of the qualification of Registrable Securities for sale or offer in any such jurisdiction and (y) obtain all appropriate registrations, permits and consents in connection with such registrations and qualifications, and do any and all other acts and things (including using reasonable best efforts to promptly remove any such suspension) necessary or advisable to enable the Selling Holders and underwriters to consummate the disposition of such Registrable Securities in such jurisdictions; provided, that the Company shall not be required to qualify to do business as a foreign corporation in any such jurisdiction where it is not so qualified, to consent to general service of process in any such jurisdiction or to amend its Governing Documents;

(vi)          in an underwritten offering, use its reasonable best efforts to furnish to each underwriter of such Registrable Securities (x) an opinion letter and negative assurance letter of counsel to the Company addressed to each such underwriter and dated the date of the closing under the Underwriting Agreement and (y) “cold comfort” letters dated the effective date of the Registration Statement (and brought down to the date of closing under the Underwriting Agreement) addressed to each underwriter and signed by the independent public accountants who have certified the Company’s financial statements included in such Registration Statement, in each such case covering substantially the same matters as are customarily covered in such opinions and cold comfort letters in connection with underwritten public offerings of securities;

(vii)          not later than the effective date of the applicable Registration Statement, (x) retain a transfer agent and registrar (if the Company does not already have one), (y) obtain a CUSIP number for all Registrable Securities included in such Registration Statement and (z) provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or other applicable clearing agency;

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(viii)          in the case of an underwritten offering of such Registrable Securities cause its senior executive officers to participate in such customary “road show” presentations as may be reasonably requested by the managing underwriter, and to otherwise facilitate, cooperate with, and participate in each proposed offering of Registrable Securities pursuant to this Article III and customary selling efforts related thereto; and

(ix)          otherwise use its reasonable best efforts to comply with all applicable securities laws, including the Securities Act, the Exchange Act, and state securities and “blue sky” laws.

(b)          In the event that the Company delivers a prospectus covering Registrable Securities to the Selling Holders and such prospectus is subsequently amended to comply with the requirements of the Securities Act, the Company shall promptly notify each Selling Holder and may, in its discretion, request that the Selling Holders cease making offers of Registrable Securities and return to the Company all prospectuses in their possession.  In the event that the Company makes such a request each Selling Holder shall immediately cease making such offers and shall promptly return all such prospectuses.  The Company shall promptly provide the Selling Holders with revised prospectuses and each Selling Holder shall be free, following its receipt of such revised prospectuses, to resume making offers of the Registrable Securities or shares of Common Stock, as applicable.

(c)          In the event that the Company determines, in its sole discretion, that it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall direct the Selling Holders to discontinue sales of Registrable Securities pursuant to such prospectus, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a supplemented or amended prospectus or until such Selling Holder is advised in writing by the Company that the then-current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus.  The Company shall promptly furnish to each Selling Holder copies of any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be.  Notwithstanding anything to the contrary in this Agreement, the Company shall not exercise its rights under this Section 3.5(c) to suspend sales of Registrable Securities for a period in excess of one hundred and thirty five (135) days during any period of three hundred sixty five (365) consecutive days.

Section 3.6          Underwriting; Due Diligence.  In the event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article III, the Company shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”).  Any such Underwriting Agreement shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi).  The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions.  With respect to any Underwriting Agreement:  (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings.

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Section 3.7          Indemnification and Contribution.

(a)          The Company’s Indemnification Obligations.  To the fullest extent permitted by law, the Company agrees to indemnify and hold harmless each Selling Holder, its Affiliates, and their respective directors, officers, members, managers, partners, employees, stockholders, agents, advisors, investment managers and any Person who “controls” such Selling Holder (within the meaning of Section 15 of the Securities Act), from and against any and all losses, claims, damages and liabilities, including any legal or other costs, fees and expenses reasonably incurred in connection with defending or investigating any such action or claim (collectively, “Losses”) insofar as such Losses are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or amendment thereto, any free writing prospectus, any preliminary prospectus or prospectus (as amended or supplemented) relating to the Registrable Securities, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with such registration, except insofar as such Losses (x) relate to a transaction or sale made by a Selling Holder in violation of Section 3.5(c) or (y) are caused by any such untrue statement or omission or alleged untrue statement or omission that is based upon and in conformity with information relating to a Selling Holder which is furnished to the Company in writing by such Selling Holder expressly for use therein; provided, that clause (y) shall not apply to the extent that the Selling Holder has furnished in writing to the Company prior to the filing of such Registration Statement, free writing prospectus, preliminary prospectus, prospectus, amendment or supplement information expressly for use in such document which information corrected or made not misleading the information previously furnished to the Company by such Selling Holder, and the Company failed to include such information therein.

(b)          To the fullest extent permitted by law, each Selling Holder to indemnify and hold harmless the Company, all Affiliates of the Company, each of their respective directors, officers, members, managers, partners, employees, stockholders, agents and advisors and each Person, if any, who “controls” (within the meaning of Section 15 of the Securities Act) the Company, from and against any and all Losses insofar as such Losses are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or amendment thereto, any free writing prospectus, preliminary prospectus or prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) relating to the Registrable Securities, or (ii) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only with reference to information relating to such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for use in such Registration Statement, free writing prospectus, preliminary prospectus, prospectus, amendments or supplement; provided, that such Selling Holder shall not be liable in any such case to the extent that it has furnished in writing to the Company prior to the filing of any such Registration Statement, free writing prospectus, preliminary prospectus, prospectus, amendment or supplement information expressly for use in such document which information corrected or made not misleading the information previously furnished to the Company by such Selling Holder, and the Company failed to include such information therein.  Notwithstanding anything to the contrary in this Section 3.7, each Selling Holder’s indemnification obligations under this paragraph are several, and not joint and several, and shall not exceed, with respect to any given registration of Registrable Securities pursuant to this Article III, the amount of net proceeds received by such Selling Holder in connection with the offering of its Registrable Securities under such registration.

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(c)          Each party that is entitled to indemnification under paragraph (a) or (b) of this Section 3.7 shall, promptly after receipt of notice of a claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such indemnified party, and shall assume the payment of all fees and expenses; provided, that the failure of any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such failure to notify.  In any such action, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the sole expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the fees and expenses of such counsel shall be at the sole expense of the indemnifying party; provided, that in the event that the Company, as indemnifying party, is required to pay expenses of separate legal counsel for any one or more Selling Holders as indemnified party, a single counsel shall be designated in writing to the Company by the Selling Holder with the largest number of Registrable Securities included in such registration.  All such fees and expenses shall be reimbursed as they are incurred.  The indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with such consent, or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify and hold harmless such indemnified parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened claim or action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding and imposes no obligations on such indemnified party other than the payment of monetary damages (which damages will be paid by the indemnifying party hereunder).

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(d)          If the indemnification provided for in this Section 3.7 shall for any reason be unavailable (other than in accordance with its terms) to an indemnified party in respect of any Loss referred to therein, then the indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  Notwithstanding anything to the contrary in this paragraph, (i) each Selling Holder’s contribution obligations under this paragraph are several, and not joint and several, and (ii) no indemnifying party (other than the Company) shall be required to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Loss relates exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission.  The parties to this Agreement agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 3.7(c).  No Person who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) that results in a Loss shall be entitled to contribution with respect to such Loss from any Person who is not guilty of such fraudulent misrepresentation.

(e)          Indemnification and contribution similar to that specified in the preceding paragraphs of this Section 3.7 (with appropriate modifications) shall be given by the Company, the Selling Holders and the underwriters with respect to any required registration or other qualification of Registrable Securities under any state law or regulation or governmental authority.

(f)          The obligations of the parties under this Section 3.7 shall be in addition to any liability which any party may otherwise have to any other party.  If indemnification is available under this Section 3.7, the indemnifying parties shall indemnify each indemnified party to the fullest extent permitted by applicable law and as provided in paragraphs (a) and (b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

(g)          The rights and obligations of the Company and the Selling Holders under this Section 3.7 shall survive the termination of this Agreement.

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Section 3.8          Rule 144 Information.  The Company hereby covenants and agrees it shall (a) file such periodic reports as it is required to file under the Exchange Act, and other applicable laws or rules, and thereafter shall timely file such information, documents and reports as may be required or prescribed under Section 13 or 15(d) (whichever is applicable) of the Exchange Act.  If the Company is not required to file such reports during any period, it will upon the reasonable request of any Stockholder make publicly available such information for so long as is necessary to permit such Stockholder to sell Registrable Securities pursuant to Rule 144 or Regulation S under the Securities Act, (b) take such further action as any Stockholder may reasonably request, to the extent from time to time such action is necessary to permit such Stockholder to sell Registrable Securities pursuant to Rule 144 or Regulation S of the Securities Act, including without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act.

Section 3.9          Grant of Additional Registration Rights.  Except for the registration rights granted pursuant to this Article III, the Company shall not grant any registration rights with respect to shares of Common Stock to any other Person without the prior written consent of the majority of the then outstanding shares of Common Stock held by the Stockholder Groups unless such registration rights so granted do not materially affect the rights of the Stockholder Groups under this Agreement with respect to their priority in any Public Offering.

Section 3.10          Holdback Agreement.  The Company and each 5% Stockholder (whether or not such Registrable Securities are included in a Registration Statement filed pursuant to Section 3.1 or Section 3.2) agree, if requested (pursuant to a timely written notice) by the lead or managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities, including a sale pursuant to Rule 144 (except as part of such underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and shall not be longer than one hundred and eighty (180) days in the case of the Company’s first Public Offering and ninety (90) days in the case of any other Public Offering, except to the extent required by FINRA regulations or applicable law), as reasonably determined by the lead or managing underwriter or underwriters in consultation with the Stockholders, after the closing date of the underwritten offering made pursuant to such Registration Statement; provided, that no 5% Stockholder shall be subject to any such restrictions unless (a) all such restrictions shall have been requested of, and shall be applicable to, all 5% Stockholders and (b) such underwriter(s) shall have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company.  No waiver of any such restrictions shall be effective with respect to any Stockholder unless such waiver applies uniformly to all such Stockholders.  Notwithstanding anything contained in this Section 3.10, all obligations of the Stockholders under this Section 3.10 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other Person who has been granted registration rights by the Company, unless such termination, release or waiver also applies proportionally (based on their respective ownership of Registrable Securities relative to the number of Registrable Securities held by such executive officer or other Person) to each Stockholder.

Section 3.11          Termination.  All of the Company’s obligations to register Registrable Securities under Section 3.1 and 3.3 shall terminate on the date on which the Stockholders cease to Beneficially Own any Registrable Securities.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each of the parties hereto hereby represents and warrants, solely with respect to itself (and, in each case to the extent applicable in the case of parties who are natural persons), to each other party that:

Section 4.1          Existence; Authority; Enforceability.  Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder.  Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the performance of its obligations hereunder, have been authorized, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the performance of its obligations hereunder.  This Agreement has been duly executed by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally.

Section 4.2          Absence of Conflicts.  The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by which such Party’s assets or operations are bound or affected; or (c) violate any law applicable to such party, except, in the case of clause (b), as would not have a material  adverse effect on such party’s ability to perform its obligations hereunder.

Section 4.3          Consents.  Other than as has already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or performance of this Agreement, except in each case, as would not have a material adverse effect on such party’s ability to perform its obligations hereunder.

ARTICLE V

GENERAL

Section 5.1          Assignment.  The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto; provided, however, any party hereto, without the consent of any other party, may assign, in whole or in part, any of its rights hereunder to any Person who is an Affiliate of such party, if such assignee contemporaneously enters into a Joinder Agreement in the form attached hereto as Annex A.  Any attempted assignment of rights or obligations in violation of this Section 5.1 shall be null and void.

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Section 5.2          Term and Effectiveness.

(a)          This Agreement shall become effective immediately prior to the consummation of the Public Listing.  This Agreement shall automatically terminate if the Public Listing is not consummated on or before the tenth (10th) Business Day following the date of this Agreement.

(b)          Article II shall terminate as to any Nominating Stockholder Group when such Nominating Stockholder Group no longer Beneficially Owns at least 10% of the then issued and outstanding shares of Common Stock.

(c)          Subject to Section 5.2(b), this Agreement (other than this Article V) shall terminate with respect to any Stockholder on the date such Stockholder no longer holds Registrable Securities.

(d)          Notwithstanding anything contained herein to the contrary, this Article V shall survive any termination of any provisions of this Agreement.

(e)          The termination of any provision of this Agreement shall not relieve any party from any liability for the breach of its obligations under this Agreement prior to such termination.

Section 5.3          Severability.  If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party.  Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.4          Entire Agreement; Amendment.

(a)          This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, including the Original Agreement, both oral and written, between the parties with respect to the subject matter of this Agreement.  This Agreement or any provision thereof may only be amended, modified or supplemented, and no provision in this Agreement may be waived, in whole or in part, by an instrument in writing signed by the Stockholders holding a majority of the then issued and outstanding shares of Common Stock, provided, however that (i) Article II may only be amended, modified, supplemented or waived with the consent of each Nominating Stockholder Group for so long as the Aggregate Ownership of such Nominating Stockholder Group constitutes at least 10% of the outstanding shares of Common Stock, and (ii) the consent of a Stockholder will be required to effect any amendment, modification, supplement or waiver to the Agreement that would reasonably be expected to disproportionately affect such Stockholder that is material and adverse to such Stockholder as compared to any other Stockholder.

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(b)          No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.  Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

(c)          No waiver of a right under this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed.  The waiver of a right under this Agreement in a specified instance or in specified circumstances shall not operate or be construed as a waiver of such right in other instances or circumstances.

(d)          Any nomination or other consent or action under this Agreement exercisable by the Mudrick Parties, and any waiver of a breach of, or waiver or consent to modification of, any right of the Mudrick Parties under this Agreement, may be exercised on their behalf by the Mudrick Entity; any nomination or consent right or action under this Agreement exercisable by the GoldenTree Parties, and any waiver of a breach of, or waiver or consent to modification of, any right of the GoldenTree Parties under this Agreement, may be exercised on their behalf by the GoldenTree Entity; any nomination or consent right or action under this Agreement exercisable by the Paulson Parties, and any waiver of a breach of, or waiver or consent to modification of, any right of the Paulson Parties under this Agreement, may be exercised on their behalf by the Paulson Entity.

Section 5.5          Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 5.6          Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 5.7          Waiver of Jury Trial; Consent to Jurisdiction.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts located in the State of Delaware or the Delaware Court of Chancery for the purpose of adjudicating any dispute arising hereunder.  Each party hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court any objection to such jurisdiction, whether on the grounds of hardship, inconvenient forum or otherwise.  Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 5.9 shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 5.7.

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Section 5.8          Specific Enforcement.  The parties hereto acknowledge that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 5.9          Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received by non-automated response).  All such notices, requests and other communications shall be delivered in person or sent by facsimile, e-mail or nationally recognized overnight courier and shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.  All such notices, requests and other communications to any party hereunder shall be given to such party as follows:

If to the Company, to:

Thryv Holdings, Inc.
2200 W. Airfield Drive
P.O. Box 619810
DFW Airport, TX 75261
Attention:	Lesley Bolger, General Counsel
Facsimile:	(877) 238-4973
E-mail:	Lesley.Bolger@thryv.com

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention:	Brian Gingold
Facsimile:	(212) 310-8007
E-mail:	Brian.Gingold@weil.com

If to any Stockholder:

At such Person’s address for notice as set forth in the books and records of the Company, or, as to each of the foregoing, at such other address as shall be designated by a party in a written notice to other parties complying as to delivery with the terms of this Section 5.9.  All such notices, requests, demands and other communications shall, when mailed, telegraphed or sent, respectively, be effective (i) two days after being deposited in the mail or (ii) one (1) day after being deposited with the express overnight courier service, respectively, addressed as aforesaid.

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Section 5.10          Binding Effect; Third Party Beneficiaries.  The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.  Except as provided in Section 5.13, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective permitted successors and assigns.

Section 5.11          Further Assurances.  The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof.

Section 5.12          Table of Contents, Headings and Captions.  The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Section 5.13          No Recourse.  This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, controlling person, fiduciary, agent, attorney or representative of any party hereto, or any past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, controlling person, fiduciary, agent, attorney or representative of any of the foregoing shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Stockholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

THRYV HOLDINGS, INC.
By:
	Name:
	Title:

[MUDRICK ENTITY]
By:
	Name:
	Title:

[GOLDENTREE ENTITY]
By:
	Name:
	Title:

[PAULSON ENTITY]
By:
	Name:
	Title:

[CERBERUS ENTITY]
By:
	Name:
	Title:

Annex A

FORM OF

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Stockholders Agreement, dated as of [●], 2020 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Stockholders Agreement”) by and among (i) Thryv Holdings, Inc., a Delaware corporation (the “Company”), (ii) [Mudrick Entity], a [●] (the “Mudrick Entity”); (iii) [GoldenTree Entity], a [●] (the “GoldenTree Entity”), (iv) [Paulson Entity], a [●] (the “Paulson Entity”), and [Cerberus entity], a [●] (the “Cerberus Entity”, and together with the Mudrick Entity, the GoldenTree Entity and the Paulson Entity, each a “Stockholder” and collectively the “Stockholders”), and any other Persons who become a party thereto in accordance with the terms thereof.  Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Stockholders Agreement.

By executing and delivering this Joinder Agreement to the Stockholders Agreement, the undersigned hereby adopts and approves the Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the beneficial owner and/or transferee of Company Securities, to become a party as a Stockholder to, and to be bound by and comply with the provisions of, the Stockholders Agreement applicable to the Stockholders in the same manner as if the undersigned were an original signatory to the Stockholders Agreement.

The undersigned acknowledges and agrees that Article V of the Stockholders Agreement is incorporated herein by reference, mutatis mutandis.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the _______ day of ______________, ______________.

(Signature of Transferee)

(Print Name of Transferee)

Address:

Telephone:

Facsimile:

Email:

AGREED AND ACCEPTED

as of the ____ day of ________, _________.

THRYV HOLDINGS, INC.

By:
	Name:
	Title: