Troika Media Completes Transformative Acquisition of Converge Direct LLC, Adding Approximately $300 Million in Revenue and $21 Million in Net Income – Form 8-K

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Troika Media Group completes transformative acquisition of Converge Direct LLC

Adding approximately $300 million in revenue and $21 million in net income

The combination creates an end-to-end global brand strategy, marketing, digital advertising, experience, analytics-as-a-service (SAS) and SaaS technology company with an extraordinary base of major clients

Financial Highlights:

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Converge Direct, LLC and its affiliates (collectively, “Converge”) generated approximately $300 million in revenue, $23 million in adjusted EBITDA and approximately $21 million in net income for the fiscal year ended December 31 2021

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Estimated combined adjusted EBITDA above $27 million for CY 2022

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Significantly accretive to adjusted earnings per share

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After closing, it is expected that the majority of the revenues of the combined business will be recurring

Los Angeles, California – March 21, 2022– Troika Media Group, Inc. (Nasdaq: TRKA) (“TMG” or “Company”), a brand consulting and marketing innovation company that provides integrated branding and marketing solutions for global brands, announced today that it has completed the project previously announced by the company. definitive purchase agreement to acquire Converge Direct LLC and its affiliates (collectively, “Converge”), a leading digital and offline marketing and performance media company. This acquisition marks an important step in TMG’s continued transformation into a global, end-to-end brand solutions platform with significant financial benefits.

Converge is a leading independent performance marketing and managed services company. Since its inception in 2006, Converge and its affiliates achieved approximately $300 million in annualized revenue, $23 million in adjusted EBITDA and approximately $21 million in net income for the year ending December 31, 2021.

“The addition of Converge adds a highly complementary and market-leading performance marketing portfolio to our already strong business, significantly expanding our scale and reach,” said Robert Machinist, President and CEO of Troika. “We continue to be impressed with the breadth of talent and value creation potential of Converge, and will leverage its extensive network, expertise and strong customer relationships to deliver a broader range of customized and innovative solutions to address digital content, data and digital media needs. Additionally, we believe that adding Converge to our portfolio, with its attractive, high-growth SaaS platform, is the best way to drive continued long-term growth and accelerate profitability going forward. It’s a very exciting day for both companies and we welcome the people of Converge to the TMG team, and we look forward to working together to create more value for our customers, employees and shareholders. »

Tom Marianacci, Founder and CEO of Converge, said, “We are extremely proud to have reached this milestone and to begin the next chapter in TMG’s growth story. As a leading digital media and branded services company, TMG was the ideal partner for Converge. on building trust and driving customer and fan engagement with leading global brands combined with our performance-based marketing, proven technology platforms and scale will enable us to combine our capabilities and deliver to our joint customers significantly expanded and improved offerings.

Converge’s management team has entered into long-term employment contracts and will take on an active leadership role in the combined business. Sid Toama, Chief Operating Officer of Converge, will join Troika’s Board of Directors and serve as President of Troika. Tom Marianacci, Founder and CEO of Converge will remain CEO of the Converge Entities and will serve as an advisor to the Troika Board of Directors. Other members of Converge’s management team have also entered into long-term employment contracts with Troika.

Cantor Fitzgerald & Co. acted as sole debt placement agent for Troika Media Group in connection with the transaction. Blue Torch Capital, a direct lender with experience in providing tailored credit solutions, is the Company’s principal secured credit facility lender. EF Hutton, a division of Benchmark Investments, LLC, acted as exclusive placement agent for certain financings. Davidoff Hutcher & Citron LLP served as legal counsel to Troika.

About Converge Direct LLC

Converge Direct, LLC and its affiliates is a managed media, performance marketing and customer acquisition services company. The Company provides complementary services such as advertising strategy and personalized advertising campaigns using its proprietary attribution analytics SaaS technology platform, HELIX. The company is headquartered in Bedford Hills, New York, and branches in New York, New York and San Diego, California. The Company serves customers in various end markets: financial services, consumer products, healthcare and insurance, travel and leisure, education, media and entertainment, home improvement, fitness and wellness, and legal services.

To visit: www.convergemarketing.com

About Troika Media Group

Troika Media Group is an end-to-end brand solutions company that creates short- and long-term value for global brands in entertainment, sports and consumer products. By applying emerging technologies, data science, and world-class creativity, TMG helps brands deepen engagement with audiences and fans throughout the consumer journey and build brand value. Clients include Apple, Hulu, Riot Games, Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony, Yahoo, and Coca-Cola. For more information visit www.thetmgrp.com

Forward-looking statements

Certain statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions and estimates regarding future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terms such as “believes”, “expects”, “may”, “hopes”, “will”, “should”, “plans”, “has intent to”, “provided”, “target”, “see”, “potential”, “estimates”, “preliminary” or “anticipate” or the negative thereof or comparable terminology, or through a discussion of the strategy or objectives or other future events or circumstances, or effects. Additionally, forward-looking statements contained in this release include, but are not limited to, the impact of the current COVID-19 pandemic, which may limit access to facilities, customers, management, personnel of support and professional advisors to the Company, and to develop and provide advanced voice and data communications systems, the demand for the Company’s products and services, economic conditions in the United States and around the world, and the ability to the Company to recruit and retain management, technical and sales personnel. Further information regarding factors that could affect the Company’s results and forward-looking statements is disclosed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than required by law, to update or revise any forward-looking statement, whether either as a result of new information, future events or otherwise.

Contact:

Troika Media Group

Kevin Aratari

[email protected]

Investor Relations

TraDigital IR

Kevin McGrath

+1-646-418-7002

[email protected]

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