SEC Filing | Fluent

Cogint, Inc.

September 11, 2017

/s/ Derek Dubner

Derek Dubner

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 11, 2017

Cogint, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37893	77-0688094
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2650 North Military Trail, Suite 300, Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 561-757-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On September 11, 2017, Cogint, Inc. issued a press release, which included a transaction fact sheet regarding its pending business combination with BlueFocus International Limited, a wholly-owned Hong Kong subsidiary of BlueFocus Communications Group Co. Ltd. The press release dated September 11, 2017, including the transaction fact sheet is attached to this Form 8-K as Exhibit 99.1, and which is incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release Dated September 11, 2017

SIGNATURES

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

Exhibit 99.1

Exhibit 99.1

cogint Provides Shareholder Update on Business Combination With BlueFocus

With Spin-Off of Data and Analytics Company and Cash Dividend

BOCA RATON, Fla. – September 11, 2017 – Cogint, Inc. (NASDAQ: COGT), a leading provider of information and data-driven, performance marketing solutions, today provided a shareholder update on its recently announced business combination with BlueFocus International Limited, spin-off of data and analytics company and cash dividend. Click here to view the Transaction Fact Sheet or visit investors.cogint.com.

About cogint^™

At cogint, we believe that time is your most valuable asset. Through powerful analytics, we transform data into intelligence, in a fast and efficient manner, so that our clients can spend their time on what matters most – running their organizations with confidence. Through leading-edge, proprietary technology and a massive data repository, our data and analytical solutions harness the power of data fusion, uncovering the relevance of disparate data points and converting them into comprehensive and insightful views of people, businesses, assets and their interrelationships. We empower clients across markets and industries to better execute all aspects of their business, from managing risk, conducting investigations, identifying fraud and abuse, and collecting debts, to identifying and acquiring new customers. At cogint, we are dedicated to making the world a safer place, to reducing the cost of doing business, and to enhancing the consumer experience.

RELATED LINKS: http://www.cogint.com

Contact Information:

Media and Investor Relations Contact:

Cogint, Inc.

Aaron Solomon

SVP Finance and Administration

561-757-4054

aaron.solomon@cogint.com

Transaction Fact Sheet

September 11, 2017

cogint and BlueFocus combine businesses to create

world-class, global marketing services company

This presentation contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995

(PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipate,” “believes,”

“should,” “intends,” “estimates,” and other words of similar meaning. Such forward looking statements include statements relating to the

transaction between cogint and BlueFocus; the ability to pay cogint shareholders as of the record date a cash dividend of between $0.95

and $1.10 per share; our estimate of expenses and cash on the balance sheet at closing; the delivery of a significant and immediate

premium to cogint shareholders; the spin-off of cogint’s data and analytics operations and assets into a new public company; and the

additional value creation through the separation of such operations and assets. Additional risks may include the risk that a condition to

closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction and spin-off might otherwise not

occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to

conditions

that

are

not

anticipated;

the

diversion

management

time

transaction-related

issues;

the

ability

successfully

integrate

BlueFocus’s business; the ability to successfully separate cogint’s data and analytics operations and assets; the risk that the common

stock of Red Violet is not listed on NASDAQ; the risk that the transaction and its announcement could have an adverse effect on cogint’s

and

BlueFocus’s

ability

retain

customers

and

retain

and

hire

key

personnel;

the

risk

that

any

potential

synergies

from

the

transaction

may not be fully realized or may take longer to realize than expected, as well as other non-historical statements about our expectations,

beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Readers are cautioned

not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this presentation

and speak only as of the date of this presentation and are advised to consider the factors listed above together with the additional factors

under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be

supplemented or amended by the Company’s Quarterly Reports on Form 10-Q and other SEC filings. We undertake no obligation to

publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Forward-Looking Statements

Transaction Summary

$100 Million cash

100% ownership of Vison7

International Inc.

100% ownership of We Are

Very Social Limited

100% ownership of Indigo

Social, LLC

Newly-issued cogint common

shares representing 63% of

fully diluted pro forma equity

Dividend

(1)

of $100

Million, net of certain

payments and expenses

SpinCo

(2)

BlueFocus

International Limited

Cogint, Inc.

Shareholders

(as of the record date)

(1)

Cash Dividend expected to be in the range of $0.95 to $1.10 per share

(2)

cogint will spin-off its data and analytics operations and assets into a public company, expected to be listed on NASDAQ, named Red

Violet, Inc (“Red Violet”).

Existing debt to be paid or

refinanced by BlueFocus at

closing

Post-Transaction, cogint Shareholders Will Receive Shares in Two

Public Companies And a Cash Dividend

Combined

Company

(1)

Red Violet

Cash

Dividend

(3)

expected

the

range of $0.95 to $1.10 per share

World-Class Global Marketing Services Company

cogint shareholders to own 37% of combined company

BlueFocus to own 63% of the combined company

Existing debt to be paid or refinanced by BlueFocus at

closing

(2)

of Red Violet, a pure-play data and analytics

company serving the risk management industry

Balance sheet: $20 Million cash; Debt-free

Expected to be listed on NASDAQ

(1)

renamed

and

new

ticker

symbol

(2)

Red

Violet

will

distributed

stock

dividend to shareholders of record on the record date

(3)

Cash

Dividend

distributed

shareholders

record on the record date

Pre-Transaction Business Summary:

Fluent is an industry leader in people-based digital marketing and customer acquisition,

serving over 500 leading consumer brands and direct marketers. Leveraging a unique

data-driven platform, Fluent enables advertisers to more effectively target and acquire

their most valuable customers, with precision, at a massive scale.

Through leading-edge, proprietary technology and a massive data repository, IDI’s data

and analytical solutions harness the power of data fusion, uncovering the relevance of

disparate data points and converting them into comprehensive and insightful views of

people, businesses, assets and their interrelationships.

IDI solutions provide actionable intelligence in support of such use cases as the

verification and authentication of consumer identities, due diligence, detection and

prevention of fraud and abuse, legislative compliance, and debt recovery.

Post-Transaction, Combined Company:

Total Addressable Market

2017 Ad Agency Spend

Growth rate: 7.3%

Digital Ad Spend ~ $223.74 Billion

(63% attributed to mobile)

2017 Social Media Agency Spend ~ $36 Billion

2016 Performance Marketing Spend

Category growth rate:

Greater than 10% annually

~ $583.91 Billion

~ $5 Billion

Sources:

https://www.emarketer.com/Report/Worldwide-Ad-Spending-eMarketer-Forecast-2017/2002019

https://www.emarketer.com/Article/Social-Network-Ad-Spending-Hit-2368-Billion-Worldwide-2015/1012357

https://www.emarketer.com/Report/Performance-Marketing-US-Retail/2001901

Introduction to

BlueFocus International (BlueFocus), a wholly-owned subsidiary of BlueFocus Communication Group (publicly traded

Chinese company SHE: 300058), leads international strategy, M&A and cross-border initiatives for the group and

manages an international portfolio of award winning digital marketing, PR, communications and advertising agencies

including

Are

Social,

Cossette,

Vision7

Media,

Citizen

Relations

and

The

Camps

Collective.

Also

part

the

BlueFocus

International portfolio is fuseproject, a highly esteemed industrial design firm behind consumer technology and lifestyle

product

hits

such

Jawbone,

Movado

and

the

August

Lock.

Headquartered

Silicon

Valley,

BlueFocus

International

and

its

portfolio

companies

employ

over

1,500

professionals

across

the

spectrum

marketing

and

advertising

disciplines

worldwide. It serves hundreds of the world's best-known brands from major consumer goods manufacturers to cutting-

edge technology companies by providing global intelligent marketing solutions in brand strategy, digital creative

production,

ecommerce

enablement,

cloud

based

CRM,

big

data

analytics,

digital

and

traditional

media

buying,

and

social

media insights & marketing.

Combined Company Additional Brand Summaries:

Vision7 International is a fully integrated marketing

communications company that serves various well-known

brands in North America and worldwide. Vision7 International

has four operating divisions: Cossette, Vision7 Media, Citizen

Relations and The Camps Collective. Cossette is a leading

marketing communications agency in Canada, providing fully

integrated advertising services. Vision7 Media is Canada’s

largest independent media planning, buying group. Citizen

Relations is a leading public relations company with an

international presence (US, Canada, UK and Asia) and

multiple global partnerships; The Camps Collective is a

digital-based agency group that focuses on advertising,

digital marketing, internet communications and social media.

We Are Social. We are a global agency. We deliver world-

class creative ideas with forward-thinking brands. We believe

in people and the power of social insight to drive business

value. We call this social thinking. With an international team

of over 700 and offices in New York, London, Paris, Milan,

Munich, Berlin, Singapore, Shanghai, Beijing and Sydney our

mission is to put social thinking at the centre of marketing.

We work with international clients including adidas, Netflix,

Google, HSBC and Audi on global, regional and local

projects.

Competitive Advantages

•

Integrating BlueFocus’s best-in-class brand and creative strategy with Fluent’s dynamic, data-

driven performance model creates a differentiated platform to deliver brands innovative customer

acquisition solutions and one-to-one lifecycle marketing to drive brand loyalty

•

Combination delivers a world-class, global marketing services company, simplifying the work

flow for brands and establishing a cohesive offering using a foundation of custom audience

development and insights that inform creative and media strategy across all addressable digital

mediums

•

Fluent’s mobile-first platform and performance model coupled with BlueFocus’s access to CMOs

of Fortune 500 brands, creates the perfect package to deliver measurable outcomes in a swiftly-

evolving new media landscape

•

Combined businesses share the desire to foster an entrepreneurial atmosphere and agile

culture, inspiring unique product offerings and executing campaigns at great speed and scale

Synergies

•

Expansion of Fluent’s capabilities into new service offerings for its rapidly-growing foothold in

the U.S., while driving international expansion of its core offering through BlueFocus’s strong

client relationships

•

Bolsters BlueFocus’s agency brands’ services in U.S., Europe, and other key markets

internationally

•

Fluent’s platform is informed by its custom audience insights engine, which offers a

competitive advantage to legacy ad tech, cookie-based targeting, offering BlueFocus clients a

one-stop shop for intelligently-developed creative strategy and campaign execution across all

addressable channels

•

Vision7 International and We Are Social provide Fluent access to a much larger client portfolio

and enhanced services capabilities, which we expect to result in immediate incremental

revenue opportunities

•

Opportunity to share administrative functions, services, etc.

Post-Transaction, SpinCo: Red Violet

•

cogint will spin-off its data and analytics operations and assets, including its risk management

business, IDI, into a public company, expected to be listed on NASDAQ, named Red Violet, Inc.

(“Red Violet”).

•

Red Violet will launch with cash of $20 Million dollars and no debt.

•

Red Violet will be led by cogint’s current management team with Derek Dubner, co-founder and

Chief Executive Officer of cogint, as Chief Executive Officer. Michael Brauser, co-founder and

Chairman of the Board of cogint, will be Chairman of the Board of Red Violet.

•

Red Violet is poised to continue its rapid expansion within the risk management industry with its

leading technology and expansive applications.

Creating Exceptional Shareholder Value

•

Fluent Valuation = $415 Million Total Enterprise Value

•

Vision7 International & We Are Social Valuation = $357 Million Total Enterprise Value

•

$100 Million special cash dividend to pre-closing cogint shareholders as of the record

date, subject to certain transaction expenses and an amount up to $20 Million to

capitalize Red Violet (dividend expected to be in the range of $0.95 to $1.10 per share)

•

Red Violet stock dividend to pre-closing shareholders as of the record date as a result

of the spin-off of the data and analytics operations and assets