Rumble Announces $775 Million Strategic Investment from Tether
Rumble (NASDAQ:RUM) has secured a $775 million strategic investment from Tether ($USDT), the largest digital assets company and stablecoin provider. The transaction allocates $250 million for growth initiatives, with the remaining funds dedicated to a self tender offer for up to 70 million shares of Rumble's Class A Common Stock at $7.50 per share.
Tether will purchase 103,333,333 shares at $7.50 per share. CEO Chris Pavlovski will maintain his controlling stake and has committed to tender no more than 10 million shares. The transaction, expected to close in Q1 2025, will preserve Rumble's existing board and governance structure, with Tether holding a minority position without board representation rights.
Rumble (NASDAQ:RUM) ha ottenuto un investimento strategico di 775 milioni di dollari da Tether ($USDT), la più grande azienda di asset digitali e fornitore di stablecoin. La transazione destina 250 milioni di dollari a iniziative di crescita, con i fondi rimanenti dedicati a un'offerta pubblica per riacquistare fino a 70 milioni di azioni delle azioni ordinarie di classe A di Rumble a 7,50 dollari per azione.
Tether acquisterà 103.333.333 azioni a 7,50 dollari per azione. Il CEO Chris Pavlovski manterrà la sua partecipazione di controllo e si è impegnato a non offrire più di 10 milioni di azioni. La transazione, attesa per chiudere nel primo trimestre del 2025, manterrà l'attuale consiglio e la struttura di governance di Rumble, con Tether che deterrà una posizione di minoranza senza diritti di rappresentanza nel consiglio.
Rumble (NASDAQ:RUM) ha asegurado una inversión estratégica de 775 millones de dólares de Tether ($USDT), la empresa más grande de activos digitales y proveedor de stablecoin. La transacción destina 250 millones de dólares a iniciativas de crecimiento, mientras que los fondos restantes se dedicarán a una oferta pública para recomprar hasta 70 millones de acciones de las acciones ordinarias de Clase A de Rumble a 7,50 dólares por acción.
Tether comprará 103.333.333 acciones a 7,50 dólares por acción. El CEO Chris Pavlovski mantendrá su participación de control y se ha comprometido a no ofrecer más de 10 millones de acciones. Se espera que la transacción se cierre en el primer trimestre de 2025, preservando la junta actual y la estructura de gobernanza de Rumble, con Tether manteniendo una posición minoritaria sin derechos de representación en la junta.
럼블 (NASDAQ:RUM)은 가장 큰 디지털 자산 회사이자 스테이블코인 제공업체인 테더 ($USDT)로부터 7억 7천5백만 달러 규모의 전략적 투자를 확보했습니다. 이번 거래에서 2억 5천만 달러가 성장 이니셔티브에 할당되며, 나머지 자금은 7000만 주의 럼블 클래스 A 보통주를 주당 7.50 달러에 자사주 매입하는 데 사용됩니다.
테더는 주당 7.50 달러에 총 1억 3333만 3333주를 구매할 예정입니다. CEO 크리스 파블로프스키는 자신의 지배 지분을 유지하며 1000만 주 이상은 매도하지 않겠다고 약속했습니다. 이번 거래는 2025년 1분기에 마무리될 것으로 예상되며, 럼블의 기존 이사회와 거버넌스 구조를 그대로 유지하면서 테더는 이사회 대표권이 없는 소수 주주로 남게 됩니다.
Rumble (NASDAQ:RUM) a sécurisé un investissement stratégique de 775 millions de dollars de Tether ($USDT), la plus grande entreprise d'actifs numériques et fournisseur de stablecoin. La transaction alloue 250 millions de dollars à des initiatives de croissance, les fonds restants étant dédiés à une offre publique de rachat pour jusqu'à 70 millions d'actions des actions ordinaires de classe A de Rumble au prix de 7,50 dollars par action.
Tether achètera 103.333.333 actions à 7,50 dollars par action. Le PDG Chris Pavlovski maintiendra sa participation majoritaire et s'est engagé à ne pas offrir plus de 10 millions d'actions. La transaction, qui devrait se clôturer au premier trimestre 2025, préservé le conseil d'administration actuel et la structure de gouvernance de Rumble, Tether détenant une position minoritaire sans droits de représentation au conseil.
Rumble (NASDAQ:RUM) hat eine strategische Investition in Höhe von 775 Millionen Dollar von Tether ($USDT) gesichert, dem größten Unternehmen für digitale Vermögenswerte und Anbieter von Stablecoins. Die Transaktion sieht 250 Millionen Dollar für Wachstumsinitiativen vor, während die restlichen Mittel einem Rückkaufangebot für bis zu 70 Millionen Aktien der Rumble Class A Common Stock zu einem Preis von 7,50 Dollar pro Aktie gewidmet werden.
Tether wird 103.333.333 Aktien zu 7,50 Dollar pro Aktie kaufen. CEO Chris Pavlovski wird seine Kontrollbeteiligung beibehalten und hat sich verpflichtet, nicht mehr als 10 Millionen Aktien anzubieten. Die Transaktion, die im ersten Quartal 2025 abgeschlossen werden soll, wird die bestehende Vorstand- und Governance-Struktur von Rumble erhalten, wobei Tether eine Minderheitsposition ohne Rechte zur Vertretung im Vorstand halten wird.
- Strategic $775M investment strengthens balance sheet
- Secured $250M for growth initiatives
- Share tender offer provides immediate liquidity to shareholders
- CEO maintains controlling stake, ensuring stability
- Partnership with major crypto player (350M+ users) opens new opportunities
- Significant share dilution from 103.3M new shares issuance
- Transaction subject to regulatory approval and closing conditions
Insights
This
The deal's architecture is particularly noteworthy - maintaining Pavlovski's controlling stake while bringing in Tether as a strategic minority investor preserves management continuity while adding a powerful partner in the digital assets space. The immediate balance sheet enhancement positions Rumble for accelerated growth without diluting existing control structures.
The tender offer mechanism, allowing repurchase of up to 70 million shares, provides an elegant solution for shareholders seeking liquidity while potentially reducing the public float. This could lead to reduced stock price volatility and a more stable shareholder base going forward.
The strategic alignment between Rumble and Tether represents a unique convergence of decentralized technology platforms. Tether's massive user base of over 350 million provides Rumble with potential access to a crypto-native audience that naturally aligns with its free speech mission. The planned integration of crypto payment solutions and cloud services could create new revenue streams and technological synergies.
The collaboration signals Rumble's potential expansion beyond traditional video sharing into Web3 and crypto-enabled services. This positions the platform at the intersection of content creation and digital asset infrastructure, potentially creating a first-mover advantage in this space. The
This deal represents a strategic pivot that could reshape Rumble's market positioning. By aligning with Tether, the largest stablecoin provider, Rumble gains credibility in the digital assets space while maintaining its core value proposition as a free speech platform. The transaction structure, combining growth capital with shareholder liquidity, addresses both strategic and market dynamics effectively.
The timing is particularly strategic as it comes during a period of increased focus on decentralized platforms and alternative media outlets. The partnership could accelerate user acquisition by tapping into Tether's extensive user base while providing technological infrastructure for future expansion. The commitment from both parties to develop advertising and cloud solutions suggests a comprehensive long-term strategic vision beyond just capital investment.
Transaction Unifies Two Leaders in Decentralization, Rumble CEO Retains Controlling Stake
Strategic Investment Results in Mission-Aligned Investor and Supporter
Rumble Will Use
Remaining Proceeds Will Be Used to Fund Self Tender Offer for up to 70 Million of Rumble’s Class A Common Stock to Provide Liquidity to Stockholders at Same Price as Tether Investment
LONGBOAT KEY, Fla., Dec. 20, 2024 (GLOBE NEWSWIRE) -- Rumble (NASDAQ:RUM) (“Rumble” or the “Company”), the video-sharing platform and cloud services provider, announced today that it has entered into a definitive agreement for a strategic investment of
The Company will use
Chris Pavlovski stated, “I could not be more excited about this collaboration with Tether for a number of reasons. First, many people may not realize the incredibly strong connection between the cryptocurrency and free speech communities, which is rooted in a passion for freedom, transparency, and decentralization. Second, the immediate commitment of adding
Paolo Ardoino, CEO of Tether, added, “Tether’s investment in Rumble reflects our shared values of decentralization, independence, transparency, and the fundamental right to free expression. In today’s world, legacy media has increasingly eroded trust, creating an opportunity for platforms like Rumble to offer a credible, uncensored alternative. This collaboration aligns with our long-standing commitment to empowering technologies that promote freedom and challenge centralized systems, as demonstrated through our recent collaborations and initiatives. Rumble’s dedication to fostering open communication and innovation makes them an ideal ally as we continue building the infrastructure for a more decentralized, inclusive future. Lastly, beyond our initial shareholder stake, Tether intends to drive towards a meaningful advertising, cloud, and crypto payment solutions relationship with Rumble.”
Transaction Details
- Investment: Tether has agreed to purchase 103,333,333 shares of Rumble Class A Common Stock at a price per share of
$7.50 , totaling$775 million in gross proceeds to Rumble. The Company will use$250 million of the proceeds to support growth initiatives. - Self Tender Offer: With the remaining gross proceeds, the Company will fund a self tender offer for up to 70 million shares of Rumble Class A Common Stock at a price per share of
$7.50 , net to the holder in cash. All holders of Rumble Class A Common Stock will be eligible to participate in the tender offer on the same terms. Certain Rumble stockholders have signed support agreements committing to tender 70 million shares in the aggregate, subject to the same proration and other terms of the tender offer that apply to all Rumble stockholders participating in the tender offer. Chris Pavlovski has committed to tender, and does not intend to sell more than 10 million shares of Class A Common Stock in the tender offer. - Closing Conditions: The completion of the investment and the tender offer are subject to the satisfaction of customary closing conditions, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
- Governance: Rumble’s existing Board and governance structure, including Chris Pavlovski’s super-majority voting control, will remain unchanged following the closing of the transaction and Tether will own a minority position in our outstanding common stock but will not have the right to designate any members of the Board.
- Timing: The investment and the tender offer are expected to close in the first quarter of 2025.
The foregoing description is qualified in its entirety by reference to the definitive agreements for the transaction, which will be filed on a Current Report on Form 8-K with the Securities and Exchange Commission.
Advisors
Cantor Fitzgerald & Co. is acting as placement agent and dealer manager for Rumble. Oppenheimer & Co. is serving as capital markets advisor to Rumble, and Willkie Farr & Gallagher LLP is serving as legal counsel to Rumble. McDermott Will & Emery LLP is serving as legal counsel to Tether. DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co.
ABOUT RUMBLE
Rumble is a high-growth video platform and cloud services provider that is creating an independent infrastructure. Rumble's mission is to restore the internet to its roots by making it free and open once again. For more information, visit: corp.rumble.com.
ABOUT TETHER
Tether is a pioneer in the field of stablecoin technology, driven by an aim to revolutionize the global financial landscape. With a mission to provide accessible and efficient financial, communication, artificial intelligence, and energy infrastructure. Tether enables greater financial inclusion, and communication resilience, fosters economic growth, and empowers individuals and businesses alike.
As the creator of the largest, most transparent, and liquid stablecoin in the industry, Tether is dedicated to building sustainable and resilient infrastructure for the benefit of underserved communities. By leveraging cutting-edge blockchain and peer-to-peer technology, it is committed to bridging the gap between traditional financial systems and the potential of decentralized finance.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, statements regarding our expectations or beliefs regarding our proposed transaction with Tether, the use of the proceeds therefrom and the acceleration of our expansion into cryptocurrency. Certain of these forward-looking statements can be identified by using words such as "anticipates," "believes," "intends," "estimates," "targets," "expects," "endeavors," "forecasts," "well underway," "could," "will," "may," "future," "likely," "on track to deliver," "on a trajectory," "continues to," "looks forward to," "is primed to," "plans," "projects," "assumes," "should" or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include uncertainties as to the timing of the transactions; uncertainties as to the percentage of shares of Rumble stock tendered in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions; the risk that we may be unable to derive additional benefits from the relationship with Tether, including increased advertising revenue, cloud revenue, and expansion into cryptocurrency payments; the risk that stockholder litigation in connection with the transactions may result in significant costs of defense, indemnification and liability; risks inherent with our increasing affiliation with crypto assets, including volatility; as well as regulatory and reputational risks; the risks of implementing a new treasury diversification strategy; our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; the possibility that we may be adversely impacted by economic, business, and/or competitive factors; our limited operating history makes it difficult to evaluate our business and prospects; our recent and rapid growth may not be indicative of future performance; we may not continue to grow or maintain our active user base, and may not be able to achieve or maintain profitability; risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets; Rumble Cloud, our recently launched cloud services business, may not achieve success and, as a result, our business, financial condition and results of operations could be adversely affected; negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators; we collect, store, and process large amounts of user video content and personal information of our users and subscribers and, if our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers; we may fail to comply with applicable privacy laws; we are subject to cybersecurity risks and interruptions or failures in our information technology systems and, notwithstanding our efforts to enhance our protection from such risks, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996; we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law; paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; our business depends on continued and unimpeded access to our content and services on the internet and, if we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising and the failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business; we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; hosting and delivery costs may increase unexpectedly; we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; we may be unable to develop or maintain effective internal controls; potential diversion of management's attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions; we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and those additional risks, uncertainties and factors described in more detail under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our other filings with the Securities and Exchange Commission (the “SEC”). We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Rumble on Social Media Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD: the @rumblevideo X (formerly Twitter) account (x.com/rumblevideo), the @gamingonrumble X (formerly Twitter) account (x.com/gamingonrumble), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X (formerly Twitter) account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our Chairman and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.
Important Information and Where to Find It
The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell any shares of Rumble common stock or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Rumble. The offer to purchase shares of Rumble Class A Common Stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT REGARDING THE OFFER, AS IT MAY BE AMENDED FROM TIME TO TIME, WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the tender offer which will be named in the tender offer statement. Copies of Rumble’s filings with the SEC may be obtained free of charge at Rumble’s investor relations website (investors.rumble.com) or by contacting investor relations at investors@rumble.com.
Certain Information Regarding Participants
Rumble and its directors, executive officers and other members of its management and employees may be deemed under SEC rules to be participants in the solicitation of proxies of Rumble’s stockholders in connection with the proposed transactions. Information concerning the interests of Rumble’s participants in the solicitation, which may, in some cases, be different from those of Rumble’s stockholders generally, will be set forth in materials to be filed by Rumble with the SEC. These documents can be obtained free of charge (when available) from the sources indicated above.
For investor inquiries, please contact:
Rumble IR
Shannon Devine
MZ Group, MZ North America
203-741-8811
rumble@mzgroup.us
Rumble PR
press@rumble.com
Tether Contact
press@tether.to
FAQ
What is the value and price per share of Tether's investment in Rumble (RUM)?
How much of the Tether investment will Rumble (RUM) use for growth initiatives?
How many shares can stockholders tender in Rumble's (RUM) self tender offer?
When is the Tether-Rumble (RUM) transaction expected to close?
Will Tether get board seats on Rumble (RUM) after the investment?
