Summary of the Conference Call on Zeta's Acquisition of Marigold's Enterprise Software Business Company and Industry - **Company**: Zeta Global - **Acquired Company**: Marigold Enterprise Software - **Industry**: Marketing Technology and Enterprise Software Key Points and Arguments Acquisition Overview - Zeta announced an agreement to acquire Marigold's enterprise software business for a total consideration of **$325 million**, with **$200 million** paid at close and an additional **$125 million** three months post-close, subject to adjustments [2][17] - The acquisition is expected to enhance Zeta's scale with over **100 global enterprise brands**, including **20 of the top 100 advertisers** and more than **40 Fortune 500 companies** [5][11] - Marigold's business is over **90% subscription-based** with a cost of revenue below **30%**, which is expected to be accretive to Zeta's adjusted EBITDA and free cash flow in the first year [6][10] Strategic Rationale - The acquisition aligns with Zeta's strategy to expand its enterprise messaging capabilities and loyalty business, enhancing its presence in EMEA and APAC markets [11][12] - Zeta aims to integrate Marigold's products, including Cheetah Digital, Selligent, SailThru, and LiveClicker, into its existing platform to improve customer engagement and retention [7][8] - The integration is planned to be nondisruptive, with a focus on customer continuity and enhancing the existing product offerings [9][12] Financial Metrics - Marigold's revenue is expected to contribute approximately **$190 million** to Zeta's revenue in **2026**, with a mid to high teens adjusted EBITDA margin profile [19][20] - The acquisition will increase Zeta's total recurring revenue base from approximately **50% to almost 60%** [18][20] - Marigold's cost of revenue was **less than 30%** in fiscal **2025**, compared to Zeta's **40%** in calendar **2024** [18] Integration and Growth Opportunities - Zeta plans to fully integrate Marigold's products within **12 months**, with initial integration of CDP capabilities expected within **3 to 6 months** [25][52] - The acquisition is seen as a significant opportunity to cross-sell Zeta's products to Marigold's existing customer base and vice versa, potentially doubling revenue per customer over time [14][40] - Zeta's strategy includes leveraging Marigold's loyalty offerings to enhance customer engagement and retention, with expectations of substantial returns on investment for clients [72][101] Market Position and Competition - Zeta views the loyalty market as an area with significant growth potential, competing against existing platforms like Oracle CrowdTwist and Yotpo [95][100] - The integration of loyalty data is expected to enhance Zeta's algorithms, improving customer targeting and engagement [101][102] Conclusion - The acquisition of Marigold is positioned as a strategic move to enhance Zeta's capabilities in the marketing technology space, with a focus on integration, customer retention, and growth in new markets [12][76] - Zeta reaffirms its commitment to its existing growth plans, indicating that this acquisition will be accretive to its overall business strategy and financial targets [20][110]

Acquisition Overview - Zeta Global has reached a definitive agreement to acquire Marigold's enterprise software business [1, 19] - The total consideration is up to $325 million, with $200 million ($100 million in cash and $100 million in stock) paid at closing, and up to $125 million paid three months post-close subject to adjustments [25] - The acquisition is expected to close by the end of 2025 [25] Marigold's Enterprise Software Business - Marigold's enterprise software business includes Loyalty, Cheetah Digital, Selligent, Sailthru, Liveclicker, and Grow [19] - It serves 20 of the top 100 advertisers and over 100 global enterprise brands [19] - The acquired business has >90% subscription revenue in FY25 [17, 25] - The acquired business's cost of revenue (COR) was <30% in FY25 [17, 25] Financial Impact and Guidance - The transaction is expected to be accretive to Zeta's adjusted EBITDA and FCF in 2026 [25] - Expect ~$190 million revenue contribution in 2026 with mid- to high-teens adjusted EBITDA margin [25] - Zeta reaffirms its 3Q'25 revenue guidance of $327 million - $329 million, representing 22%-23% year-over-year growth [27] - Zeta reaffirms its FY'25 revenue guidance of $1,258 million - $1,268 million, representing 25%-26% year-over-year growth [27] - Zeta reaffirms its FY'25 Free Cash Flow guidance of $140 million - $144 million [27]