Cardlytics, Inc. (NASDAQ: CDLX), an advertising platform in banks’ digital channels, today announced that it entered into a settlement agreement with Shareholder Representative Services LLC, or SRS, successfully resolving all disputes between the parties related to the Bridg merger agreement and the earnout payments, and further reported preliminary financial results for the fourth quarter ended December 31, 2023. With the preliminary financial results, Cardlytics expects to achieve positive adjusted EBITDA for full year 2023, which would allow it to extend the maturity date of its credit facility until April 2025 pursuant to the terms of its credit facility agreement.
SRS Settlement
On January 25, 2024, Cardlytics entered into a settlement agreement with SRS, the entity representing the former shareholders of Bridg. The settlement agreement resolved all disputes between the parties related to the Bridg merger agreement, including the disputes related to the first anniversary earnout payment and the second anniversary earnout payment.
In connection with the settlement agreement, Cardlytics agreed to pay SRS $25 million in cash and issue SRS 3.6 million shares of Cardlytics common stock. For the cash payment, Cardlytics has agreed to pay $20 million in January 2024, $3 million in January 2025, and $2 million in June 2025. All shares of Cardlytics stock will be issued in February 2024. Per the terms of the settlement agreement, Cardlytics does not have to make any additional payments in connection with its previous withholding from the first anniversary earnout payment that was the subject of a court proceeding in Delaware.
“I am delighted to resolve this significant issue that has greatly impacted Cardlytics for the last year and a half,” said Cardlytics CEO Karim Temsamani. “All matters with SRS, including our withholding from the first anniversary earnout payment as well as the second anniversary earnout dispute, were settled for less than $46…
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