Troika Media (TRKA) Completes Transformative Acquisition of Converge Direct LLC, Adding Approximately $300 Million in Revenue and $21 Million in Net Income

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Troika Media Group, Inc. (Nasdaq: TRKA) (“TMG” or “Company”), a brand consulting and marketing innovation firm that provides integrated branding and marketing solutions for global brands, has announced today that it has completed the definitive study previously announced by the company. purchase agreement to acquire Converge Direct LLC and its affiliates (collectively, “Converge”), a leading digital and offline performance media and marketing 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 fiscal 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 Converge’s depth of talent and value creation potential, and will leverage its extensive network, expertise and strong customer relationships to deliver a broader range of solutions. personalized and innovative to process the digital content, the data of our customers. 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 adviser to the board of directors of Troika. 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.

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