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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant   ☒
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Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12
TheStreet, Inc.
(Name of Registrant as Specified in its Charter)
 
   
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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TheStreet, Inc.
14 Wall Street, 15th Floor
New York, NY 10005

January 11, 2019

Dear Fellow Stockholder,

I am pleased to invite you to attend a Special Meeting of Stockholders of TheStreet, Inc. (“TheStreet”). The meeting will be held at 9:00 a.m., Eastern Standard Time, on February 12, 2019, at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, New York 10019.

At the Special Meeting, you will be asked to approve the sale of our business-to-business, or B2B, content and products, which includes The Deal and BoardEx (the “B2B Business”), pursuant to a Membership Interest Purchase Agreement, dated as of December 6, 2018, by and between TheStreet and Euromoney Institutional Investor PLC (“Euromoney”), for $87.3 million in cash (the “Sale”), subject to adjustment, including based on the working capital, cash and outstanding indebtedness of the B2B Business as of the closing. The Sale will be structured as a purchase by Euromoney of all of the membership interests of The Deal, L.L.C., a wholly owned subsidiary of TheStreet. At the closing of the Sale, approximately $0.6 million of the purchase price will be deposited into an escrow account to cover purchase price adjustment payments, if any, and as security for the performance of our tax indemnification obligations under the Membership Interest Purchase Agreement. The Board of Directors of TheStreet has unanimously approved the Membership Interest Purchase Agreement and the transactions contemplated thereby.

We are soliciting proxies for use at the Special Meeting of TheStreet’s stockholders to consider and vote upon proposals to (i) approve the Sale on the terms and subject to the conditions set forth in the Membership Interest Purchase Agreement as required by Delaware law, (ii) approve an amendment to TheStreet’s restated certificate of incorporation to effect a reverse stock split of our common stock, by a ratio of not less than 1-for-5 and not more than 1-for-20, and a proportionate reduction in the number of authorized shares of common stock, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our Board of Directors, (iii) approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain of TheStreet’s named executive officers as a result of the consummation of the Sale, including the agreements and understandings pursuant to which such compensation may be paid or become payable, and (iv) adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the Sale. The reverse stock split will be abandoned by our Board of Directors and not implemented if the Sale does not close. Our Board of Directors unanimously recommends that you vote “FOR” each of the foregoing proposals.

Your vote is very important. The approval of the Sale on the terms and subject to the conditions set forth in the Membership Interest Purchase Agreement and the approval of an amendment to TheStreet’s restated certificate of incorporation to effect a reverse stock split of our common stock each require the affirmative vote of the holders of a majority of the outstanding common stock of TheStreet entitled to vote on the matter. The approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to certain of TheStreet’s named executive officers as a result of the consummation of the Sale, including the agreements and understandings pursuant to which such compensation may be paid or become payable, and the adjournment of the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the Sale, each require approval by the affirmative vote of the holders of a majority of the common stock of TheStreet present in person or by proxy and entitled to vote on the matter at the Special Meeting. The Sale is not contingent upon approval of the other proposals by TheStreet’s stockholders. Whether or not you plan to attend the Special Meeting, please vote your shares through the Internet, by telephone or by signing and returning the enclosed proxy card as soon as possible to make sure that your shares of common stock of TheStreet are represented at the Special Meeting.

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The accompanying proxy statement provides you with detailed information about the proposed Sale, the Special Meeting and the other business to be considered by TheStreet’s stockholders. We encourage you to read the entire proxy statement and the Membership Interest Purchase Agreement carefully. A copy of the Membership Interest Purchase Agreement is attached as Annex A to the accompanying proxy statement. You may also obtain more information about TheStreet from documents we have filed with the U.S. Securities and Exchange Commission.

On behalf of the Board of Directors of TheStreet, we would like to thank you for being a stockholder and express our appreciation for your ongoing support and continued interest in TheStreet.

Very truly yours,


David Callaway
Chief Executive Officer

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TheStreet, Inc.
14 Wall Street, 15th Floor
New York, NY 10005

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 12, 2019

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of TheStreet, Inc. (“TheStreet” or the “Company”) will be held on Tuesday, February 12, 2019, at 9:00 a.m., Eastern Standard Time, at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, New York 10019. A proxy card and a proxy statement for the Special Meeting are enclosed.

The purpose of the Special Meeting is to consider and act upon the following proposals:

1.To approve the sale by TheStreet of all of the membership interests of The Deal, L.L.C. on the terms and subject to the conditions set forth in the Membership Interest Purchase Agreement, dated as of December 6, 2018, by and between TheStreet and Euromoney Institutional Investor PLC (“Euromoney”), for $87.3 million in cash, subject to adjustment as specified therein (the “Sale”);
2. To approve an amendment to TheStreet’s restated certificate of incorporation to effect a reverse stock split of TheStreet’s common stock, by a ratio of not less than 1-for-5 and not more than 1-for-20, and a proportionate reduction in the number of authorized shares of common stock (the stock split together with the reduction are referred to herein as the “Reverse Stock Split”), such ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of the Board of Directors of TheStreet;
3.To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain of TheStreet’s named executive officers as a result of the consummation of the transactions contemplated by the Membership Interest Purchase Agreement, including the agreements and understandings pursuant to which such compensation may be paid or become payable; and
4.To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the Sale.

The Board of Directors of TheStreet unanimously determined that the Membership Interest Purchase Agreement and the transactions contemplated thereby, including the Sale, are in the best interests of TheStreet and its stockholders, approved the Membership Interest Purchase Agreement and the transactions contemplated thereby, including the Sale, and recommends that you vote “FOR” the approval of the Sale on the terms and subject to the conditions set forth in the Membership Interest Purchase Agreement, “FOR” the approval of an amendment to TheStreet’s restated certificate of incorporation to effect a Reverse Stock Split, “FOR” the approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to certain of TheStreet’s named executive officers as a result of the consummation of the Sale, including the agreements and understandings pursuant to which such compensation may be paid or become payable and “FOR” an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the Sale.

Only holders of record of shares of TheStreet’s common stock at the close of business on January 7, 2019, are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments thereof. At the close of business on the record date, TheStreet had 50,197,305 shares of common stock outstanding and entitled

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to vote. Everyone attending the Special Meeting will be required to present valid picture identification, such as a driver’s license or passport, as more fully described elsewhere in the accompanying proxy statement.

Your vote is very important. While the B2B Business comprises approximately half of TheStreet’s current revenues and assets, given the magnitude of the purchase price relative to TheStreet’s current market capitalization, the Sale may constitute the sale of substantially all of the property and assets of TheStreet under Section 271 of the Delaware General Corporation Law and we are therefore seeking the approval of the Sale by TheStreet’s stockholders by adopting a resolution as described in the accompanying proxy statement under “Proposal No. 1: The Sale Proposal—Stockholder Approval of the Sale Proposal.” Proposal Nos. 1 and 2 each require the approval by the affirmative vote of the holders of a majority of the outstanding common stock of TheStreet entitled to vote on the matter. Proposal Nos. 3 and 4 each require approval by the affirmative vote of the holders of a majority of TheStreet’s common stock present in person or by proxy and entitled to vote on the matter at the Special Meeting. The approval of the Sale pursuant to Proposal No. 1 is not contingent upon approval of the other proposals by TheStreet’s stockholders. The amendment to TheStreet’s restated certificate of incorporation to effect a Reverse Stock Split proposed to be approved in Proposal No. 2 will be abandoned by our Board of Directors and not implemented if the Sale is not approved pursuant to Proposal No. 1 or if the Sale does not close.

All stockholders of TheStreet are cordially invited to attend the Special Meeting in person. However, even if you plan to attend the Special Meeting in person, we request that you complete, date, sign and return the enclosed proxy card in the postage-paid envelope or vote your shares by telephone or through the Internet as instructed in these materials as promptly as possible prior to the Special Meeting to ensure that your shares of TheStreet’s common stock will be represented at the Special Meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, all of your shares will be voted “FOR” Proposal Nos. 1, 2, 3 and 4. If you fail to return your proxy card as instructed on the enclosed proxy card or fail to submit your proxy by telephone or through the Internet and do not vote in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as an “AGAINST” vote with respect to Proposal Nos. 1 and 2, but will have no effect with respect to the vote on Proposal Nos. 3 and 4. If you do attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

The accompanying proxy statement provides you with detailed information about the Sale and the other business to be considered by you at the Special Meeting. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes carefully and in their entirety. If you have any questions concerning the Sale, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or additional proxy cards, please contact our proxy solicitor:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Phone number for banks and brokerage firms: (203) 658-9400
Phone number for shareholders: (800) 662-5200
Email: tst.info@morrowsodali.com

By Order of the Board of Directors,


Heather Mars
Secretary of the Company
New York, New York

January 11, 2019

IMPORTANT: If you hold shares of common stock of TheStreet through an account with a broker, dealer, bank or other nominee please follow the instructions you receive from them to vote your shares.

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TheStreet, Inc.
14 Wall Street, 15th Floor
New York, NY 10005

PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 12, 2019

This proxy statement and related proxy solicitation materials are being first mailed, sent or given on or about January 11, 2019, to stockholders of TheStreet, Inc. (“TheStreet” or the “Company”) in connection with the solicitation of proxies by the Board of Directors of TheStreet (the “Board of Directors”) for a special meeting of TheStreet’s stockholders and any adjournment or postponement thereof (the “Special Meeting”) for the purposes set forth in the accompanying Notice of Special Meeting. The Special Meeting will be held on Tuesday, February 12, 2019, at 9:00 a.m., Eastern Standard Time, at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, New York 10019. The Board of Directors encourages you to read this proxy statement, including all documents incorporated by reference, and its annexes carefully and in their entirety, and to take the opportunity to submit a proxy to vote your shares on the matters to be decided at the Special Meeting.

Only holders of record of shares of TheStreet’s common stock at the close of business on January 7, 2019, are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments thereof. At the close of business on the record date, TheStreet had 50,197,305 shares of common stock outstanding and entitled to vote. Everyone attending the Special Meeting will be required to present valid picture identification, such as a driver’s license or passport, as more fully described elsewhere in this proxy statement.

If you have any questions concerning the Special Meeting or this proxy statement, or would like additional copies of the proxy statement or additional proxy cards, please contact our proxy solicitor:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Phone number for banks and brokerage firms: (203) 658-9400
Phone number for shareholders: (800) 662-5200
Email: tst.info@morrowsodali.com

The date of this proxy statement is January 11, 2019.

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SUMMARY OF TERMS OF THE SALE

This summary highlights selected information from this proxy statement. It may not contain all of the information that is important to you with respect to the Sale (as defined below) or any other matter described in this proxy statement. We urge you to carefully read this proxy statement, as well as the documents attached to, referred to or incorporated by reference into this proxy statement, to fully understand the Sale Proposal (as defined below). In particular, you should read the Purchase Agreement (as defined below), which is described elsewhere in this proxy statement and is attached hereto as Annex A. For a list of documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 105.

In this proxy statement, references to (i) “TheStreet,” the “Company,” “we,” “our” or “us” refer to TheStreet, Inc. and its subsidiaries, (ii) the “Board” or the “Board of Directors” refer to the Board of Directors of TheStreet and (iii) “Euromoney” refers to Euromoney Institutional Investor PLC unless, in each case, otherwise indicated or the context otherwise requires.

Overview of the Sale

TheStreet is a leading financial news and information provider. Our business-to-business (“B2B Business”) and business-to-consumer (“B2C Business”) content and products provide individual and institutional investors, advisors and dealmakers with actionable information from the worlds of finance and business. The B2B Business products, including The Deal and BoardEx (each as defined below), provide dealmakers, their advisers, institutional investors and corporate executives with news, data and analysis of mergers and acquisitions and changes in corporate control and relationship mapping services. The B2B Business derives revenue primarily from subscription products, events/conferences and information services.

In September 2012, we acquired The Deal, L.L.C. (“The Deal”), which began as a broadsheet newspaper for retail investors and transformed its business into a digital subscription model that delivers sophisticated coverage primarily to institutional investors on changes in corporate control, including mergers and acquisitions, private equity, corporate activism and restructuring. The Deal is a trusted information source for organizations seeking to generate deal flow, improve client intelligence and enhance market knowledge. It provides full access to proprietary commentary, analysis and data produced every day by our editors and journalists and content feeds can be customized based on each client’s job function, deal focus and workflow. Content can be delivered via email, mobile, web or existing corporate platform. The Deal is headquartered in New York and has offices in London, England, San Francisco, California, Washington DC and Chennai, India.

In April 2013, we also acquired The DealFlow Report, The Life Settlements Report and the PrivateRaise database from DealFlow Media, Inc. to further broaden the information and services available to institutional investors. These newsletters and this database, and the employees providing their content, have been incorporated into The Deal.

In October 2014, we acquired Management Diagnostics Limited, the developer of the leading relationship capital management service BoardEx (collectively, “BoardEx”). Founded in 1999, BoardEx is an institutional relationship capital management database and platform and currently holds in-depth profiles of almost one million of the world’s most important business leaders. BoardEx’s proprietary software shows the relationships between and among these individuals and a user and his/her contacts. Clients, including investment banks, consultancies, executive search firms, law firms and universities, use BoardEx to leverage their relationships and facilitate business and corporate development initiatives. BoardEx is headquartered in London, England and has locations in New York and Chennai, India.

On December 6, 2018, TheStreet entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Euromoney, pursuant to which Euromoney, upon the terms and subject to the conditions set forth in the Purchase Agreement, will acquire the B2B Business for $87.3 million in cash (the “Purchase Price”), subject to adjustment, including based on the working capital, cash and outstanding indebtedness of the B2B Business as of the closing of the Sale (such acquisition of the B2B Business being referred to herein as the “Sale”). The Sale will be structured as a purchase by Euromoney of all of the membership interests of The Deal, L.L.C., a Delaware limited liability company and wholly owned subsidiary of TheStreet. At the closing of the Sale, approximately $0.6 million of the Purchase Price will be deposited into an escrow account to cover Purchase Price adjustment payments, if any, and as security for the performance of TheStreet’s tax indemnification obligations under the Purchase Agreement.

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Following the completion of the Sale, TheStreet will continue to own and operate the B2C Business, which is led by our namesake website, TheStreet.com, and includes free content and houses our premium subscription products that target varying segments of the retail investing public. TheStreet will maintain the same corporate functions as it had prior to the completion of the Sale. Given the reduction in size of TheStreet’s overall headcount and operations following the closing of the Sale, TheStreet intends to take actions to bring overhead costs in line with post-closing operations by reducing its corporate and public company costs following the completion of the Sale, including by reducing the number of directors on the Board of Directors. Additionally, TheStreet has announced that David Callaway, our current Chief Executive Officer and member of the Board, will resign at the closing of the Sale and that Eric Lundberg will be appointed as Chief Executive Officer, while also continuing as Chief Financial Officer, and Margaret de Luna will be appointed as President and Chief Operating Officer following the completion of the Sale. TheStreet will continue to execute on its business plan for the B2C Business, while it also considers all its potential strategic options with respect to TheStreet following the Sale, which include, but are not limited to, selling all or a portion of the B2C Business. For additional information, see the sections entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement” beginning on page 49 and “—Activities of TheStreet Following the Sale” beginning on page 33.

Parties to the Sale

TheStreet, Inc.

TheStreet is a leading financial news and information provider. TheStreet was founded in 1996 as a limited liability company and reorganized as a C corporation in 1998. TheStreet’s principal executive offices are located at 14 Wall Street, New York, New York 10005, and its telephone number is (212) 321-5000. TheStreet’s website address is www.t.st. Information contained on, or that can be accessed through, our website is not incorporated by reference into this proxy statement, and you should not consider information on our website to be part of this proxy statement. TheStreet’s common stock is listed on the Nasdaq Capital Market under the trading symbol “TST.” Additional information regarding TheStreet is included in documents incorporated by reference into this proxy statement. For additional information, see the section entitled “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 105.

Euromoney Institutional Investor PLC

Euromoney Institutional Investor PLC is a global, multi-brand information business which provides critical data, price reporting, insight, analysis and must-attend events to financial services, commodities, telecoms and legal markets. Euromoney’s principal executive offices are located at 8 Bouverie Street, London EC4Y 8AX, and its telephone number is +44 (0)20 7779 8888. Euromoney is listed on the London Stock Exchange and is a member of the FTSE 250 share index.

Reasons for the Sale

The Board of Directors considered a number of factors before deciding to enter into the Purchase Agreement, including, among other factors, the price to be paid by Euromoney for the B2B Business, the scope of the sale process with respect to the B2B Business that led to entering into the Purchase Agreement, the future business prospects of the B2B Business, including the costs to remain competitive and grow, and the terms and conditions of the Purchase Agreement. For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Recommendation of the Board of Directors and its Reasons for the Sale” beginning on page 30.

Use of Proceeds and Activities of TheStreet Following the Sale

At the closing of the Sale, TheStreet, and not TheStreet’s stockholders, initially will receive the proceeds from the Sale. However, TheStreet expects that a substantial portion of the net proceeds from the Sale, along with a portion of its current cash on hand, will be distributed to TheStreet’s stockholders. We estimate that our cash on hand following the closing of the Sale and payment of certain Sale-related costs and expenses will be approximately $115-120 million in the aggregate. Although the Board of Directors has not made any final determination, the Board is evaluating various ways to complete this distribution, including, among other factors, the timing and amount of such distribution.

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A distribution to TheStreet’s stockholders will likely have an adverse effect on the market price of TheStreet’s common stock following such distribution. In such an event, TheStreet may not be able to meet the $1.00 minimum bid price requirement of the Nasdaq Capital Market unless we effect a reverse stock split to increase the per share market price of our common stock. Therefore, the Board of Directors may determine to effect the Reverse Stock Split in order to maintain our listing on the Nasdaq Capital Market. For additional information regarding the Reverse Stock Split, see the section entitled “Proposal No. 2: The Reverse Stock Split Proposal” beginning on page 93. If the Sale does not close, the Board of Directors will abandon the Reverse Stock Split and it will not be implemented.

Following the completion of the Sale, TheStreet will continue to be a public company and, immediately after the consummation of the Sale, all of TheStreet’s revenues will be generated by the B2C Business. The Sale will have no effect on the number of shares or the attributes of shares of TheStreet’s common stock held by TheStreet’s stockholders. The Board of Directors continues to consider all its potential strategic options with respect to TheStreet following the Sale, which include, but are not limited to, selling all or a portion of the B2C Business and continuing to operate TheStreet with materially reduced corporate expenses. For additional information, see the sections entitled “Proposal No. 1: The Sale Proposal—Activities of TheStreet Following the Sale” beginning on page 33, “Unaudited Pro Forma Consolidated Financial Statements” beginning on page 65 and “Unaudited Consolidated Financial Statements of the B2B Business” beginning on page 72.

Recommendation of the Board of Directors

The Board of Directors unanimously determined that the Purchase Agreement and the transactions contemplated thereby, including the Sale, are in the best interests of TheStreet and its stockholders, approved the Purchase Agreement and the transactions contemplated thereby, including the Sale, and recommends that you vote:

FOR” the proposal to approve the sale of the B2B Business on the terms and subject to the conditions set forth in the Purchase Agreement (the “Sale Proposal”);
FOR” the proposal to approve an amendment to TheStreet’s restated certificate of incorporation to effect a Reverse Stock Split of TheStreet’s common stock, by a ratio of not less than 1-for-5 and not more than 1-for-20, and a proportionate reduction in the number of authorized shares of common stock, such ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of the Board of Directors (the “Reverse Stock Split Proposal”);
FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain of TheStreet’s named executive officers as a result of the consummation of the Sale, including the agreements and understandings pursuant to which such compensation may be paid or become payable (the “Sale-Related Compensation Proposal”); and
FOR” an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Sale Proposal (the “Adjournment Proposal”).

The Sale Proposal, the Reverse Stock Split Proposal, the Sale-Related Compensation Proposal and the Adjournment Proposal are collectively referred to herein as the “Proposals.”

For a discussion of factors that the Board of Directors considered in deciding to recommend the approval of the Sale Proposal, see the section entitled “Proposal No. 1: The Sale Proposal—Recommendation of the Board of Directors and its Reasons for the Sale” beginning on page 30.

Opinion of TheStreet’s Financial Advisor

In connection with the Sale, the Company’s Board of Directors received a written opinion, dated December 4, 2018, from the Company’s financial advisor, Moelis & Company LLC, referred to as Moelis, as to the fairness, from a financial point of view and as of the date of such opinion, of the consideration to be received in the Sale pursuant to the Agreement by the Company. The full text of Moelis’ written opinion dated December 4, 2018, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Company’s Board of Directors (solely in its capacity as such) in its evaluation of the Sale. Moelis’

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opinion is limited solely to the fairness, from a financial point of view, of the consideration to be received by the Company in the Sale pursuant to the Purchase Agreement, and does not address the Company’s underlying business decision to effect the Sale or the relative merits of the Sale as compared to any alternative business strategies or transactions that might be available with respect to the Company. Moelis’ opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or act with respect to the Sale or any other matter.

Conditions to the Completion of the Sale

We expect to complete the Sale as soon as possible following the approval of the Sale Proposal at the Special Meeting. The parties’ obligations to effect the Sale are subject to the satisfaction or, to the extent permitted, waiver, of various conditions, including, among others, the following:

the approval of the Sale Proposal by TheStreet’s stockholders (the “Requisite Stockholder Approval”);
the transfer and assignment of certain assets used in the B2B Business described in the Purchase Agreement from TheStreet to The Deal, L.L.C. or one of its subsidiaries;
the absence of any law, governmental order or pending action of any governmental authority preventing or seeking to prevent the consummation of the Sale;
the absence of a material adverse effect on the B2B Business;
subject to certain materiality exceptions, the accuracy of the representations and warranties of each of the parties to the Purchase Agreement; and
the compliance in all material respects by the parties with the covenants contained in the Purchase Agreement.

For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement—Conditions to the Completion of the Sale” beginning on page 58.

Governmental and Regulatory Approvals

TheStreet and Euromoney have mutually determined that the Sale does not require notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). They have further determined that no antitrust or competition law approvals are required to be applied for or obtained in any jurisdiction outside the United States.

No Solicitation; Other Offers

In the Purchase Agreement, TheStreet has agreed, subject to certain exceptions, that prior to the completion of the Sale, TheStreet and its subsidiaries will not, and will instruct and use its reasonable best efforts to cause its and their respective representatives not to, among other things, directly or indirectly:

solicit, initiate or knowingly facilitate or encourage any Competing Proposal (see “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement—Conditions to the Completion of the Sale” for the definition of “Competing Proposal”), or the making of any proposal that would reasonably be expected to lead to a Competing Proposal;
conduct or participate in any negotiations with or furnish or afford access to any non-public information relating to the B2B Business (including the business, properties, assets, books or records of the B2B Business or any of TheStreet’s subsidiaries comprising the B2B Business) to any third party that is seeking to make, or has made, any Competing Proposal;
engage in discussions with any person with respect to any Competing Proposal;
approve or recommend any Competing Proposal;
enter into any letter of intent or similar agreement providing for or relating to any Competing Proposal, or enter into any agreement requiring TheStreet to abandon, terminate or fail to consummate the transactions contemplated by the Purchase Agreement or breach its obligations thereunder; or
propose or agree to do any of the foregoing.

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The restrictions set forth above do not, however, prohibit TheStreet from furnishing information regarding TheStreet and the B2B Business to, or engaging in discussions or negotiations with, a person making a bona fide, unsolicited Competing Proposal in writing prior to the receipt of the Requisite Stockholder Approval if (i) the Board of Directors determines in good faith, after consultation with TheStreet’s outside legal and financial advisors, that such Competing Proposal constitutes or could reasonably be expected to result in a Superior Proposal (see “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement—Conditions to the Completion of the Sale” for the definition of “Superior Proposal”); (ii) resolves that the failure to take such action with respect to such Competing Proposal would be a violation of the directors’ fiduciary duties under applicable law; and (iii) TheStreet enters into a confidentiality agreement with such person with terms comparable to the terms of the confidentiality agreement between TheStreet and Euromoney.

Further, the restrictions set forth above do not prohibit the Board of Directors from changing, qualifying, withholding or withdrawing TheStreet’s recommendation that its stockholders approve the Sale Proposal in a manner adverse to Euromoney (a “Change of Recommendation”), if, prior to the receipt of the Requisite Stockholder Approval, the Board of Directors concludes in good faith, after consultation with TheStreet’s outside legal and financial advisors, that the failure of the Board of Directors to change, qualify, withhold or withdraw such recommendation would be reasonably likely to be a violation of the directors’ fiduciary duties to TheStreet’s stockholders under applicable law, provided that, subject to limited exceptions, TheStreet offers to negotiate in good faith with Euromoney any adjustments to the terms and conditions of the Purchase Agreement proposed by Euromoney before the Board of Directors takes such action and the Board of Directors resolves that, after taking into account any such adjustments proposed by Euromoney, the Competing Proposal remains a Superior Proposal.

Notwithstanding the foregoing limitations, if the Board of Directors concludes, after consultation with TheStreet’s outside legal and financial advisors, that a Competing Proposal constitutes a Superior Proposal, and TheStreet has otherwise complied with its obligations described above and in the section entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—No Solicitation,” then the Board of Directors may cause TheStreet or any of its subsidiaries to enter into a binding written agreement with respect to such Superior Proposal and terminate the Purchase Agreement as described below under “—Termination of the Purchase Agreement; Termination Fee.”

Agreements Related to the Sale

In connection with the Sale, TheStreet and Euromoney have agreed, pursuant to the terms of the Purchase Agreement, to enter into the Transition Services Agreement, the Intellectual Property Assignment Agreement, the Non-Solicitation and Non-Competition Agreement and the Escrow Agreement. The Transition Services Agreement provides for TheStreet to provide certain services requested by Euromoney with respect to the B2B Business following the closing of the Sale. The Intellectual Property Assignment Agreement provides for the transfer by TheStreet to The Deal, L.L.C. of certain intellectual property used in the B2B Business. The Non-Solicitation and Non-Competition Agreement provides that until the second anniversary of the closing of the Sale, TheStreet will not, subject to certain exceptions, (i) directly or indirectly solicit or hire any Continuing Employee (see “Proposal No. 1: The Sale Proposal—Employment Matters” for the definition of “Continuing Employee”) of the B2B Business after the closing of the Sale or (ii) directly or indirectly engage in any activity that competes with the B2B Business or acquire any entity, person or business that competes with the B2B Business. At the closing of the Sale, approximately $0.6 million of the Purchase Price will be deposited into an escrow account pursuant to the Escrow Agreement to cover Purchase Price adjustment payments, if any, and as security for the performance of our tax indemnification obligations under the Purchase Agreement.

For additional information regarding these agreements and the Purchase Agreement, see the section entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale” beginning on page 49.

Termination of the Purchase Agreement; Termination Fee

Generally, the Purchase Agreement and the transactions contemplated thereby may be terminated prior to closing of the Sale:

by the mutual written consent of TheStreet and Euromoney;
by written notice to Euromoney or TheStreet from the other party, if:

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the closing of the Sale does not occur by June 5, 2019 (the “Termination Date”), unless the primary reason for the closing not occurring by such date was caused by the other party’s willful breach of the Purchase Agreement;
there is an incurable breach of the other party’s representations and warranties or covenants that would prevent the closing conditions related to such other party’s representations and warranties or covenants from being satisfied within 30 days after receipt by such other party of notice from the terminating party of such breach;
the consummation of any of the transactions contemplated by the Purchase Agreement, including the Sale, is permanently enjoined or prohibited by the terms of a final, non-appealable order of a court of competent jurisdiction, unless the other party’s breach of any representation, warranty or covenant is the cause of, or resulted in, the issuance, promulgation or enforcement of such order; or
the failure to obtain the Requisite Stockholder Approval of the Sale Proposal at the Special Meeting or at any adjournment or postponement thereof;
by Euromoney, if:
the Board of Directors makes a Change of Recommendation or TheStreet recommends a Competing Proposal to its stockholders; or
by TheStreet, if:
all of the conditions to the obligations of Euromoney to effect the closing have been satisfied and Euromoney fails to effect the closing by the third business day after the later of delivery of notice thereof by TheStreet and the date on which the closing otherwise would have occurred; or
the Board of Directors has concluded in good faith, after consultation with TheStreet’s outside legal and financial advisors, that a Competing Proposal is a Superior Proposal and has authorized TheStreet to enter into a definitive agreement with respect to a Superior Proposal; provided that TheStreet enters into such definitive agreement with respect to a Superior Proposal concurrently with the termination of the Purchase Agreement and, prior to or concurrently with the termination of the Purchase Agreement, pays Euromoney the termination fee described below.

The Purchase Agreement provides that TheStreet will be required to pay Euromoney a termination fee of approximately $2.6 million in the event the Purchase Agreement is terminated under the following circumstances:

if TheStreet terminates the Purchase Agreement in order to enter into a definitive agreement with respect to a Superior Proposal;
if Euromoney terminates the Purchase Agreement because the Board of Directors made a Change of Recommendation or TheStreet recommended a Competing Proposal to its stockholders; or
if all three of the following events occur:
prior to the termination of the Purchase Agreement, any Competing Proposal is publicly proposed or publicly disclosed and not publicly withdrawn at the time of the Special Meeting;
the Purchase Agreement has been terminated (i) by TheStreet if the closing has not occurred by the Termination Date (but only if at such time Euromoney would not be prohibited from terminating the Purchase Agreement because its willful breach is the primary reason for the closing not occurring on or before such date), (ii) by Euromoney if TheStreet has incurably breached the Purchase Agreement or because the closing has not occurred on or before the Termination Date (but only if at such time Euromoney’s willful breach is not the primary reason for the closing not occurring on or before such date) or (iii) by either TheStreet or Euromoney if the Requisite Stockholder Approval of the Sale Proposal has not been obtained at the Special Meeting or at any adjournment or postponement thereof; and
within 12 months after such termination, TheStreet enters into and consummates any definitive agreement providing for a Qualifying Transaction (see “Proposal No. 1: The Sale

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Proposal—Agreements Related to the Sale—The Purchase Agreement— Termination of the Purchase Agreement; Termination Fees” for the definition of “Qualifying Transaction”).

For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement—Termination of the Purchase Agreement; Termination Fee” beginning on page 60.

Indemnification by TheStreet

The Purchase Agreement contains indemnification provisions pursuant to which TheStreet has agreed to indemnify and hold harmless Euromoney and its affiliates (including after the closing the Sale, The Deal, L.L.C. and its subsidiaries), from and against (i) certain specified tax matters with respect to the B2B Business, (ii) any liability under the Worker Adjustment Retraining and Notification Act of 1988, as amended (“WARN Act”), or similar layoff notice laws with respect to employees of the B2B Business and (iii) all losses relating to an employee benefit plan of TheStreet in which an employee of the B2B Business participates or is covered. For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement—Indemnification and Insurance” beginning on page 52.

Material U.S. Federal Income Tax Consequences of the Sale

The proposed Sale is entirely a corporate action undertaken by TheStreet. TheStreet’s U.S. stockholders should not realize any gain or loss for U.S. federal income tax purposes as a result of the Sale. For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Material U.S. Federal Income Tax Consequences of the Sale” beginning on page 42.

No Appraisal Rights

Under Section 262 of the Delaware General Corporation Law (the “DGCL”), appraisal rights are not available to any stockholder in connection with the Sale, regardless of whether such stockholder votes for or against the approval of the Sale Proposal.

Risk Factors Related to the Sale

The Sale, including the possibility that the Sale may not be completed, involves a number of risks to TheStreet and its stockholders, including the following:

the announcement and pendency of the Sale, whether or not completed, may adversely affect the B2B Business and the B2C Business;
if we fail to complete the Sale, our business and financial performance may be adversely affected;
you are not guaranteed any of the proceeds from the Sale, and the amount of capital expected to be distributed to stockholders following the Sale may be less than expected. Furthermore, there can be no assurance about the method, timing or amount of any such distribution;
our directors and executive officers may have interests in the Sale other than, or in addition to, the interests of our stockholders generally;
the Purchase Agreement limits our ability to pursue alternatives to the Sale;
if the Sale is completed, we will no longer be engaged in the B2B Business and our future results of operations will be dependent solely on the B2C Business and differ materially from our previous results;
we will continue to incur the expenses of complying with public company reporting requirements following the closing of the Sale notwithstanding the decrease in the size of our operations following the Sale;
if a substantial portion of the net proceeds from the Sale along with a portion of our current cash on hand are distributed to our stockholders following the closing of the Sale, the market price of our common stock will likely be adversely affected and we may fail to satisfy the continued listing standards of the Nasdaq Capital Market, which could result in the delisting of our common stock;

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following the closing of the Sale, we will be subject to two-year non-competition and non-solicitation covenants under the Non-Solicitation and Non-Competition Agreement, which may limit our ability to operate the B2C Business in certain respects or sell the B2C Business to certain third parties; and
strategic divestitures and contingent liabilities from businesses that we sell could adversely affect our results of operations and financial condition.

For additional information regarding the risk factors related to the Sale and the operation of the B2C Business by TheStreet following the closing of the Sale, see the section entitled “Risk Factors” beginning on page 17.

The Special Meeting

Time, Date and Place. The Special Meeting will be held on February 12, 2019, at 9:00 a.m., Eastern Standard Time, at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, New York 10019.

Matters to be Considered at the Special Meeting. At the Special Meeting, holders of TheStreet’s common stock as of the record date will consider and vote upon:

the Sale Proposal;
the Reverse Stock Split Proposal;
the Sale-Related Compensation Proposal; and
the Adjournment Proposal.

Record Date. Holders of TheStreet’s common stock as of the close of business on January 7, 2019, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments of the Special Meeting.

Required Vote. The approval of the Sale Proposal and the Reverse Stock Split Proposal each require the affirmative vote of the holders of a majority of the outstanding common stock of TheStreet entitled to vote on the matter at the Special Meeting (meaning that of the shares of common stock outstanding on the record date for the Special Meeting, a majority of them must be voted “FOR” these proposals for the two proposals to be approved). The approval of the Sale-Related Compensation Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of TheStreet’s common stock present in person or by proxy and entitled to vote on the matter at the Special Meeting (meaning that of the shares of common stock represented at the Special Meeting and entitled to vote, a majority of them must be voted “FOR” these proposals for them to be approved).

The approval of the Sale Proposal is not contingent upon approval of the other Proposals by TheStreet’s stockholders. If the Sale Proposal is not approved or if the Sale does not close, the Board of Directors will abandon the Reverse Stock Split and it will not be implemented even if the Reverse Stock Split Proposal is approved by our stockholders at the Special Meeting.

For additional information regarding the Special Meeting, see the section entitled “Questions and Answers about the Sale and the Special Meeting” beginning on page 9.

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QUESTIONS AND ANSWERS ABOUT THE SALE AND THE SPECIAL MEETING

The following are some questions that you, as a stockholder of TheStreet, may have regarding the Sale and the Special Meeting, together with brief answers to those questions. We urge you to read carefully the remainder of this proxy statement, including the annexes and other documents referred to or incorporated by reference in this proxy statement, because the information in this section may not provide all of the information that might be important to you with respect to the Sale and the Special Meeting.

Q.What is the Sale?
A.On December 6, 2018, TheStreet entered into the Purchase Agreement with Euromoney, pursuant to which Euromoney will acquire, upon the terms and subject to the conditions of the Purchase Agreement, the B2B Business by acquiring all of the membership interests of The Deal, L.L.C. from TheStreet, for $87.3 million in cash to be paid to TheStreet upon the closing of the Sale, subject to adjustment, including based on the working capital, cash and outstanding indebtedness of the B2B Business as of the closing. At the closing of the Sale, approximately $0.6 million of the Purchase Price will be deposited into an escrow account to cover Purchase Price adjustment payments, if any, and as security for the performance of our tax indemnification obligations under the Purchase Agreement. A complete copy of the Purchase Agreement is attached to this proxy statement as Annex A.
Q.Why is TheStreet proposing to effect the Sale?
A.In the course of reaching its decision to approve the Sale, the Board of Directors considered, among other factors, the price to be paid by Euromoney for the B2B Business, the scope of the sale process with respect to the B2B Business that led to entering into the Purchase Agreement, the future business prospects of the B2B Business, including the costs to remain competitive and grow, and the terms and conditions of the Purchase Agreement. For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Recommendation of the Board of Directors and its Reasons for the Sale” beginning on page 30.
Q.Why am I receiving these materials?
A.While the B2B Business comprises approximately half of TheStreet’s current revenues and assets, given the magnitude of the Purchase Price relative to TheStreet’s current market capitalization, the Sale may constitute the sale of substantially all of TheStreet’s property and assets under Section 271 of the DGCL and we are therefore seeking the approval of the Sale by TheStreet’s stockholders. TheStreet is sending these materials to you to help you decide how to vote your shares of TheStreet’s common stock with respect to the proposed Sale and the other matters to be considered at the Special Meeting. This proxy statement contains important information about the Sale, the Special Meeting and the other Proposals, and you should read it carefully.
Q.How would the proceeds from the Sale be used?
A.At the closing of the Sale, TheStreet, and not TheStreet’s stockholders, initially will receive the proceeds from the Sale. However, TheStreet expects that a substantial portion of the net proceeds from the Sale, along with a portion of its current cash on hand, will be distributed to TheStreet’s stockholders. We estimate that our cash on hand following the closing of the Sale and payment of certain Sale-related costs and expenses will be approximately $115-120 million in the aggregate. Although the Board of Directors has not made any final determination, the Board is evaluating various ways to complete this distribution, including, among other factors, the timing and amount of such distribution.
Q.How will TheStreet’s stockholders be affected by the Sale and how will the Sale affect TheStreet’s B2C Business?
A.The Sale will have no effect on the number of shares or the attributes of shares of TheStreet’s common stock held by TheStreet’s stockholders. However, TheStreet’s business will undergo significant changes in connection with the Sale as its post-closing operations will consist solely of its B2C Business. As such, TheStreet will continue to own and operate the B2C Business, which is led by our namesake website, TheStreet.com, and includes free content and houses our premium subscription products that target varying segments of the retail investing public and generates revenue primarily from premium subscription products and advertising. Given the reduction in size of TheStreet’s overall business following the closing of the Sale, our management intends to take actions to bring overhead costs in line with post-closing operations by

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reducing its corporate and public company costs following the completion of the Sale. At the same time, the Board of Directors will continue to explore strategic options for the B2C Business. For additional information on our business plan for the B2C Business, see the section entitled “Proposal No. 1: The Sale Proposal—Activities of TheStreet Following the Sale” beginning on page 33 and elsewhere throughout this proxy statement.

As discussed elsewhere in this proxy statement, if the Sale is completed, TheStreet expects that a substantial portion of the net proceeds from the Sale, along with a portion of its current cash on hand, will be distributed to TheStreet’s stockholders. Although the Board of Directors has not made any final determination with respect to the amount and timing of any such distribution, a distribution to TheStreet’s stockholders will likely have an adverse effect on the market price of TheStreet’s common stock following such distribution, in which event the Board of Directors may determine to effect the Reverse Stock Split. For additional information regarding the Reverse Stock Split, see the section entitled “Proposal No. 2: The Reverse Stock Split Proposal” beginning on page 93.

Q.Are there any risks associated with the Sale?
A.Yes. You should carefully review the section entitled “Risk Factors” beginning on page 17, which presents risks and uncertainties related to the Sale, the B2B Business and the operations of the B2C Business following the completion of the Sale or in the event the Purchase Agreement is terminated prior to completion of the Sale.
Q.What stockholder approval is required to complete the Sale?
A.As a condition to the completion of the Sale, TheStreet’s stockholders must approve the Sale Proposal, which requires the affirmative vote of the holders of a majority of the outstanding common stock of TheStreet entitled to vote on the matter at the Special Meeting (meaning that of the shares of common stock outstanding on the record date for the Special Meeting, a majority of them must be voted “FOR” the Sale Proposal for it to be approved). The Sale is not contingent upon approval of the other Proposals by TheStreet’s stockholders.

In addition to the approval of the Sale Proposal by TheStreet’s stockholders, each of the other conditions to the completion of the Sale contained in the Purchase Agreement must be satisfied or waived. For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement—Conditions to the Completion of the Sale” beginning on page 58.

Q.What will happen if the Sale is not approved by TheStreet’s stockholders or is not completed for any other reason?
A.If the Sale is not approved by TheStreet’s stockholders, or if the Sale is not completed for any other reason, (i) TheStreet may be required to pay a termination fee of approximately $2.6 million to Euromoney under certain circumstances, (ii) TheStreet may have difficulty recouping the costs incurred in connection with negotiating the Sale, (iii) TheStreet’s relationships with its customers, suppliers and employees may be damaged and its business may be harmed and (iv) the market price for TheStreet’s common stock may decline.

If the Sale is not completed, TheStreet may explore other potential transactions, including a sale of the B2B Business or the B2C Business to another party on such terms as the Board of Directors may approve. The terms of an alternative transaction may be less favorable to TheStreet than the terms of the Sale and there can be no assurance that TheStreet will be able to reach agreement with or complete an alternative transaction with another party.

Notwithstanding approval of the Sale by TheStreet’s stockholders at the Special Meeting, the Board of Directors may, subject to the terms and conditions of the Purchase Agreement, abandon the Sale without further action by the stockholders.

Q.Are there any other proposals to be considered and approved at the Special Meeting?
A.Yes. In addition to the Sale Proposal, TheStreet is also asking its stockholders to approve the Reverse Stock Split Proposal, which requires the affirmative vote of the holders of a majority of TheStreet’s common stock outstanding and entitled to vote on the matter at the Special Meeting (meaning that of the shares of common stock outstanding on the record date for the Special Meeting, a majority of them must be voted “FOR” the

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Reverse Stock Split Proposal for it to be approved), and the Sale-Related Compensation Proposal and the Adjournment Proposal, each of which requires the affirmative vote of the holders of a majority of TheStreet’s common stock present in person or by proxy and entitled to vote on the matter at the Special Meeting (meaning that of the shares of common stock represented at the Special Meeting and entitled to vote, a majority of them must be voted “FOR” these proposals for them to be approved). If the Sale Proposal is not approved or if the Sale does not close, the Board of Directors will abandon the Reverse Stock Split and it will not be implemented even if the Reverse Stock Split Proposal is approved by our stockholders at the Special Meeting.

Q.Why is TheStreet seeking to have its stockholders approve an amendment to TheStreet’s restated certificate of incorporation to effect a Reverse Stock Split?
A.As discussed elsewhere in this proxy statement, if the Sale is completed, TheStreet expects that a substantial portion of the net proceeds from the Sale, along with a portion of its current cash on hand, will be distributed to TheStreet’s stockholders. Although the Board of Directors has not made any final determination with respect to the amount and timing of any such distribution, a distribution to TheStreet’s stockholders will likely have an adverse effect on the market price of TheStreet’s common stock following such distribution. In such an event, TheStreet may not be able to meet the $1.00 minimum bid price requirement of the Nasdaq Capital Market unless we effect a reverse stock split to increase the per share market price of our common stock. Therefore, the Board of Directors may determine to effect the Reverse Stock Split in order to maintain our listing on the Nasdaq Capital Market. For additional information regarding the Reverse Stock Split, see the section entitled “Proposal No. 2: The Reverse Stock Split Proposal” beginning on page 93.
Q.Why am I being asked to cast a non-binding, advisory vote to approve the Sale-Related Compensation Proposal and what will happen if such proposal is not approved at the Special Meeting?
A.In accordance with the rules promulgated under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), TheStreet is providing its stockholders with the opportunity to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain of TheStreet’s named executive officers as a result of the consummation of the Sale, including the agreements and understandings pursuant to which such compensation may be paid or become payable.

Approval of the Sale-Related Compensation Proposal is not a condition to the completion of the Sale. This non-binding proposal is merely an advisory vote and will not be binding on TheStreet, the Board of Directors or Euromoney. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Sale is completed, certain of our named executive officers will be eligible to receive certain payments, under certain circumstances. For additional information, see the sections entitled “Proposal No. 1: The Sale Proposal—Interests of Certain Persons in the Sale” beginning on page 44 and “Proposal No. 3: The Sale-Related Compensation Proposal” beginning on page 99.

Q:How does the Board of Directors recommend that TheStreet’s stockholders vote with respect to each of the Proposals?
A:The Board of Directors unanimously determined that the Purchase Agreement and the transactions contemplated thereby, including the Sale, are in the best interests of TheStreet and its stockholders, approved the Purchase Agreement and the transactions contemplated thereby, including the Sale, and recommends that you vote “FOR” the Sale Proposal, “FOR” the Reverse Stock Split Proposal, “FOR” the Sale-Related Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of factors that the Board of Directors considered in deciding to recommend the approval of the Sale Proposal, see the section entitled “Proposal No. 1: The Sale Proposal—Recommendation of the Board of Directors and its Reasons for the Sale” beginning on page 30.

Q.When is the closing of the Sale expected to occur?
A.If the Sale Proposal is approved by TheStreet’s stockholders and all other conditions to the completion of the Sale are satisfied or waived on a timely basis, the closing of the Sale is expected to occur in the first quarter of 2019.

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Q:Will TheStreet continue to be publicly traded following the Sale?
A:Yes. TheStreet will continue to be subject to the rules and regulations of the SEC and the Nasdaq Capital Market whether or not the Sale closes.

Following the Sale, TheStreet’s primary assets will be the B2C Business, approximately $115-120 million in cash and cash equivalents and approximately $73 million in U.S. federal net operating loss carryforwards. Following the Sale, TheStreet’s remaining liabilities will consist of the liabilities associated with the B2C Business. Following the completion of the Sale, the B2B Business will be owned and operated by Euromoney, and TheStreet will have no interest in, and will receive no income from, the B2B Business.

Even though TheStreet currently satisfies the continued listing standards for the Nasdaq Capital Market, following the completion of the Sale and the expected distribution to TheStreet’s stockholders discussed elsewhere in this proxy statement, TheStreet may fail to satisfy the continued listing standards of the Nasdaq Capital Market. In the event that TheStreet is unable to satisfy the continued listing standards of the Nasdaq Capital Market, TheStreet’s common stock may be delisted from that market. Any delisting of TheStreet’s common stock from the Nasdaq Capital Market could adversely affect TheStreet’s ability to attract new investors, decrease the liquidity of its outstanding shares of common stock, reduce its flexibility to raise additional capital, reduce the price at which its common stock trades and increase the transaction costs inherent in trading such shares with overall negative effects for TheStreet’s stockholders. In addition, delisting of TheStreet’s common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in the common stock, and might deter certain institutions and persons from investing in securities of TheStreet at all. For these reasons and others, delisting could adversely affect the price of TheStreet’s common stock and its business, financial condition and results of operations. See also the response to “—Why is TheStreet seeking to have its stockholders approve an amendment to TheStreet’s restated certificate of incorporation to effect a Reverse Stock Split?” above.

Q:Will TheStreet’s ticker symbol change following the Sale?
A: No. Following the Sale, TheStreet’s common stock will continue to be traded on the Nasdaq Capital Market under the symbol “TST.”
Q.What are the U.S. federal income tax consequences of the Sale to U.S. stockholders?
A.The proposed Sale is entirely a corporate action undertaken by TheStreet. TheStreet’s U.S. stockholders should not realize any gain or loss for U.S. federal income tax purposes as a result of the Sale. For additional information, see the section entitled “Proposal No. 1: The Sale Proposal—Material U.S. Federal Income Tax Consequences of the Sale” beginning on page 42.
Q.Do I have appraisal rights in connection with the Sale?
A.No. Under Section 262 of the DGCL, appraisal rights are not available to any stockholder in connection with the Sale, regardless of whether such stockholder votes for or against the approval of the Sale Proposal.
Q.When and where will the Special Meeting take place?
A. The Special Meeting will be held on February 12, 2019, at 9:00 a.m., Eastern Standard Time, at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, New York 10019.
Q.Who can attend and vote at the Special Meeting?
A. Holders of common stock of TheStreet as of the close of business on January 7, 2019, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting. Each share of TheStreet’s common stock is entitled to one vote on all matters that come before the meeting. At the close of business on the record date, there were 50,197,305 shares of TheStreet’s common stock issued and outstanding.

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Q:What do I need to do now and how do I vote?
A:TheStreet encourages you to read this proxy statement carefully, including its annexes, and to consider how the Sale and the actions contemplated by each of the Proposals may affect you.

If your shares of TheStreet’s common stock are registered directly in your name with TheStreet’s transfer agent, you are considered, with respect to those shares, to be the “stockholder of record,” and the proxy materials and proxy card are being sent directly to you by TheStreet. There are four methods by which you may vote your shares at the Special Meeting:

Vote in Person. You may vote your shares in person at the Special Meeting (if you satisfy the admission requirements, as described below). Even if you plan to attend the Special Meeting in person, we encourage you to vote in advance by telephone, through the Internet or by mail so that your vote will be counted in the event you later decide not to attend the Special Meeting.
Vote by Telephone. You may vote your shares 24 hours a day by calling the telephone number listed on the proxy card and following the instructions provided by the recorded message any time up until 11:59 p.m., Eastern Standard Time, on February 11, 2019, the day before the Special Meeting.
Vote by Internet. You may vote your shares 24 hours a day by logging onto the secure website included on the proxy card and following the instructions provided any time up until 11:59 p.m., Eastern Standard Time, on February 11, 2019, the day before the Special Meeting.
Vote by Mail. You may vote by completing, signing, dating and promptly returning the proxy card in the postage-paid return envelope provided with the proxy materials for receipt prior to the Special Meeting.

Everyone attending the Special Meeting will be required to present valid picture identification, such as a driver’s license or passport. If your shares are held through an account with a broker, dealer, bank or other nominee, you will need a recent brokerage account statement or letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the record date. If you do not have valid picture identification and, if applicable, a recent brokerage account statement or letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the record date, you may not be admitted to the Special Meeting.

No cameras (including cell phone cameras), recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

Q:If my shares of TheStreet’s common stock are held in “street name” by my broker, dealer, bank or other nominee, will my broker, dealer, bank or nominee vote my shares for me and may I vote in person?
A:If your shares of TheStreet’s common stock are held through an account with a broker, dealer, bank or nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card. You must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, dealer, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to TheStreet.

As the beneficial owner, you are also invited to attend the Special Meeting in person. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a “legal proxy” from the broker, dealer, bank or other nominee that holds your shares giving you the right to vote the shares in person at the Special Meeting.

Q.What happens if I do not sign and return my proxy card or vote by telephone, through the Internet or in person at the Special Meeting or I do not otherwise provide proxy instructions?
A.If you are a stockholder of record of TheStreet’s common stock and you do not sign and return your proxy card or vote by telephone, through the Internet or in person, your shares will not be voted at the Special Meeting and will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Special Meeting. Assuming the presence of a quorum, the failure to

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return your proxy card or otherwise vote your shares at the Special Meeting will have the same effect as voting “AGAINST” the Sale Proposal and the Reverse Stock Split Proposal and your failure to take action will have no effect on the outcome of the Sale-Related Compensation Proposal or the Adjournment Proposal.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting and all of your shares will be voted “FOR” each proposal.

Q.What if I abstain from voting?
A.If you attend the Special Meeting or submit a proxy card, but affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting, but will not be voted at the Special Meeting. As a result, your abstention will have the same effect as voting “AGAINST” each proposal.
Q.What is a “broker non-vote?”
A.“Broker non-votes” are shares held in “street name” by brokers, dealers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, dealer, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, dealer, bank or nominee does not have discretionary voting power on such proposal. Because brokers, dealers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to the Sale Proposal, the Reverse Stock Split Proposal, the Sale-Related Compensation Proposal or the Adjournment Proposal described in this proxy statement, if a beneficial owner of shares of TheStreet’s common stock held in “street name” does not give voting instructions to the broker, dealer, bank or other nominee, then those shares will not be counted as present in person or by proxy at the Special Meeting with respect to those proposals. If you fail to issue voting instructions to your broker, dealer, bank or other nominee, it will have the same effect as a vote “AGAINST” the Sale Proposal and the Reverse Stock Split Proposal. The failure to issue voting instructions to your broker, dealer, bank or other nominee will have no effect on the outcome of the Sale-Related Compensation Proposal or the Adjournment Proposal.
Q:May I revoke or change my vote after I have provided proxy instructions?
A:Yes. You may revoke or change your vote at any time before your proxy is voted at the Special Meeting. You can do this in one of three ways: (i) delivering written notice to the Secretary of the Company at TheStreet’s principal executive offices, (ii) executing and delivering a proxy bearing a later date to the Secretary of the Company at TheStreet’s principal executive office or (iii) voting in person at the Special Meeting. Your attendance at the Special Meeting without further action on your part will not automatically revoke your proxy. If you have instructed your broker, dealer, bank or other nominee to vote your shares, you must follow directions received from your broker, dealer, bank or other nominee in order to change those instructions.
Q.What constitutes a quorum for the Special Meeting?
A.Holders of a majority of shares of TheStreet’s common stock entitled to vote at the Special Meeting must be present at the Special Meeting, in person or by proxy, to constitute a quorum, which is necessary to conduct the Special Meeting. Your shares will be counted toward the quorum if you submit a properly executed proxy or vote at the Special Meeting. In addition, abstentions and broker non-votes will be treated as present for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. If there is no quorum, then either the chairman of the meeting or the holders of a majority in voting power of the shares of common stock that are entitled to vote at the meeting, present in person or by proxy, may adjourn the meeting until a quorum is present or represented.
Q:Who is paying for this proxy solicitation?
A:TheStreet will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. TheStreet will bear any fees paid to the SEC. TheStreet may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners for their reasonable expenses in forwarding solicitation material to such beneficial owners. TheStreet’s directors,

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officers and other regular employees may also solicit proxies in person or by other means of communication. Such directors, officers and other regular employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

Q.What does it mean if I received more than one proxy card?
A.If you received more than one proxy card, your shares are likely registered in more than one name or are held in more than one account. These should each be voted and returned separately in order to ensure that all of your shares of TheStreet’s common stock are voted.
Q.Will I receive any payment for my shares of TheStreet’s common stock in connection with the Sale?
A.No. The proceeds from the Sale will be paid directly to TheStreet, not to TheStreet’s stockholders. For additional information, see the response to “—How would the proceeds from the Sale be used?” above.
Q:Will a proxy solicitor be used?
A:Yes. TheStreet has engaged Morrow Sodali LLC to assist in the solicitation of proxies and to provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $10,000.
Q.Whom should I contact if I have any questions about the Sale or the Special Meeting?
A.If you have any questions about the Sale or the Special Meeting, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, please contact Morrow Sodali LLC, our proxy solicitor, at the address and telephone number listed below:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Phone number for banks and brokerage firms: (203) 658-9400
Phone number for shareholders: (800) 662-5200
Email: tst.info@morrowsodali.com

If your shares are held through an account with a broker, dealer, bank or other nominee, you should call your broker, dealer, bank or other nominee for additional information.

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Cautionary Statement Regarding Forward-Looking Statements

This proxy statement and the other documents referred to or incorporated by reference into this proxy statement contain or may contain “forward-looking statements” of TheStreet within the meaning of Section 21E of the Exchange Act. For this purpose, any statements contained herein, other than statements of historical fact, may be forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include words such as “may”, “will”, “project”, “might”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue” or “pursue” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and the other documents referred to or incorporated by reference herein and relate to a variety of matters, including but not limited to, (i) the timing and anticipated completion of the proposed Sale; (ii) the benefits expected to result from the proposed Sale; (iii) the tax consequences of the Sale; (iv) the prospects for the B2C Business; (v) the projections of future financial performance of the B2B Business; and (vi) other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of our management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement and those that are referred to or incorporated by reference into this proxy statement. Additional factors that could cause actual results to differ materially from those described in forward-looking statements contained herein include, but are not limited to:

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Sale;
unexpected costs, charges or expenses relating to or resulting from the Sale;
litigation or adverse judgments relating to the Sale;
risks relating to the completion of the proposed Sale, including the risk that the Requisite Stockholder Approval might not be obtained in a timely manner or at all, or other conditions to the completion of the Sale not being satisfied;
potential business strategies, including acquisitions or dispositions of assets or businesses;
any changes in general economic or industry-specific conditions;
our ability to meet the Nasdaq Capital Market’s continued listing requirements for our common stock;
the factors discussed under the heading “Risk Factors” in this proxy statement; and
the factors discussed under the heading “Item 1A. Risk Factors” in TheStreet’s Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated herein by reference.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement or, in the case of documents referred to in this proxy statement, as of the date of those documents. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this proxy statement or to reflect the occurrence of unanticipated events, except as required by law.

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Risk Factors

In addition to the other information included and referred to in this proxy statement, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors before deciding how to vote your shares of the common stock of TheStreet at the Special Meeting. These factors should be considered in conjunction with the other information included in this proxy statement and the risk factors described in TheStreet’s other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated herein by reference. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 105. If any of the risks described below, incorporated by reference or otherwise referred to in this proxy statement actually materialize, the business, financial condition, results of operations, or prospects of TheStreet, or the stock price of TheStreet, could be materially and adversely affected.

Risks Related to the Sale

The announcement and pendency of the Sale, whether or not completed, may adversely affect the B2B Business and the B2C Business.

The announcement and pendency of the Sale may adversely affect the trading price of our common stock, our business or our relationships with clients, customers, suppliers and employees. Third parties may be unwilling to enter into material agreements with respect to the B2B Business or the B2C Business. New or existing customers, suppliers and business partners may prefer to enter into agreements with our competitors who have not expressed an intention to sell their business because customers, suppliers and business partners may perceive that such new relationships are likely to be more stable. Additionally, employees working in the B2B Business or the B2C Business may become concerned about the future of the B2B Business or the B2C Business, as applicable, and lose focus or seek other employment. In addition, while the completion of the Sale is pending, we may be unable to attract and retain key personnel and our management’s focus and attention and employee resources may be diverted from operational matters.

If we fail to complete the Sale, our business and financial performance may be adversely affected.

The completion of the Sale is subject to the satisfaction or waiver of various conditions, including the approval of the Sale by our stockholders and the absence of a material adverse effect on the B2B Business, which may not be satisfied in a timely manner or at all.

If the Sale is not completed, we may have difficulty recouping the costs incurred in connection with negotiating the Sale. Our directors, executive officers and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the Sale, and we will have incurred significant third-party transaction costs, in each case, without any commensurate benefit, which may have a material and adverse effect on our stock price and results of operations.

In addition, if the Sale is not completed, the Board of Directors, in discharging its fiduciary obligations to our stockholders, may evaluate other strategic options including, but not limited to, continuing to operate the B2B Business for the foreseeable future or an alternative sale transaction relating to the B2B Business or the B2C Business. An alternative sale transaction, if available, may yield lower consideration than the proposed Sale, be on less favorable terms and conditions than those contained in the Purchase Agreement and involve significant delay. Any future sale of all or substantially all of the assets of TheStreet or other transactions may be subject to further stockholder approval.

Finally, if the Sale is not completed, the announcement of the termination of the Purchase Agreement may adversely affect our relationships with customers, suppliers and employees, which could have a material adverse effect on our ability to effectively operate the B2B Business or the B2C Business, and we may be required to pay a termination fee of approximately $2.6 million to Euromoney under certain circumstances, each of which could have further adverse effects on our business, results of operations and the trading price of our common stock.

You are not guaranteed any of the proceeds from the Sale, and the amount of capital expected to be distributed to stockholders following the Sale may be less than expected. Furthermore, there can be no assurance about the method, timing or amount of any such distribution.

The proceeds from the Sale will be received by TheStreet, not our stockholders. As discussed elsewhere in this proxy statement, TheStreet expects that a substantial portion of the net proceeds from the Sale, along with a

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portion of its current cash on hand, will be distributed to TheStreet’s stockholders. Although the Board of Directors has not made any final determination, the Board is evaluating various ways to complete this distribution. The amount and timing of any such distribution will depend upon numerous factors, including the tax consequences of the distribution, and the Board of Directors may determine to utilize all or a portion of the proceeds from the Sale for other purposes or otherwise delay the contemplated distribution. Accordingly, you should not vote in favor of the Sale based upon the assumption that you will receive any portion of the net proceeds from the Sale.

Our directors and executive officers may have interests in the Sale other than, or in addition to, the interests of our stockholders generally.

Our directors and executive officers may have interests in the Sale that are different from, or are in addition to, the interests of our stockholders generally. As described in more detail below in the section entitled “Proposal No. 1: The Sale Proposal—Interests of Certain Persons in the Sale” beginning on page 44, these interests include, among other things:

accelerated vesting, upon the effective time of the Sale, of the equity awards, held by non-employee directors and executive officers;
cash severance payments and benefits under individual Transaction Severance Agreements upon certain types of terminations of employment occurring prior to or following the Sale;
new compensation arrangements for certain executive officers that will become effective upon the closing of the Sale;
a new employment agreement between Jeffrey Davis, President of the B2B Business, and a subsidiary of Euromoney that will become effective upon the closing of the Sale; and
stay bonuses for certain of our executive officers, which will be paid upon the closing of the Sale.

The Board of Directors was aware of these interests and considered them, among other matters, in approving the Purchase Agreement.

The Purchase Agreement limits our ability to pursue alternatives to the Sale.

The Purchase Agreement contains provisions that may make it more difficult for us to sell TheStreet or all, or a significant part, of the B2B Business to any party other than Euromoney. These provisions include the prohibition on our ability to solicit competing proposals and the requirement that we pay Euromoney a termination fee of approximately $2.6 million if we terminate the Purchase Agreement to enter into a definitive agreement with respect to a Superior Proposal. For additional information, see the sections entitled “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Purchase Agreement—No Solicitation; Other Offers” beginning on page 56 and “—Termination of the Purchase Agreement; Termination Fee” beginning on page 60.

These provisions could make it less advantageous for a third party that might have an interest in acquiring TheStreet or all of or a significant part of the B2B Business to consider or propose an alternative transaction, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by Euromoney.

Risks Related to TheStreet and the B2C Business if the Sale is Completed

If the Sale is completed, we will no longer be engaged in the B2B Business and our future results of operations will be dependent solely on the B2C Business and differ materially from our previous results.

The B2B Business generated approximately 50% of our total revenue for the year ended December 31, 2017, and approximately 48% of our total revenue for the nine months ended September 30, 2018. Accordingly, if the Sale is completed, our future financial results will differ materially from our previous results. In addition, if the Sale is completed, our future financial results will be dependent solely on our B2C Business. Any downturn in our B2C Business following the closing of the Sale, or if we fail to bring overhead costs in line with our reduced operations following the closing of the Sale, could have a material adverse effect on our future operating results and financial condition and could materially and adversely affect the market price of our common stock.

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We will continue to incur the expenses of complying with public company reporting requirements following the closing of the Sale notwithstanding the decrease in the size of our operations following the Sale.

After the closing of the Sale, we will continue to be required to comply with the applicable reporting requirements of the Exchange Act. The expense of complying with these requirements will represent a greater percentage of our revenues and overall operating expenses post-closing than they did prior to the Sale because of our reduced operations following the completion of the Sale.

If a substantial portion of the net proceeds from the Sale along with a portion of our current cash on hand are distributed to our stockholders following the closing of the Sale, the market price of our common stock will likely be adversely affected and we may fail to satisfy the continued listing standards of the Nasdaq Capital Market, which could result in the delisting of our common stock.

The continued listing standards of the Nasdaq Capital Market include, among other things, requirements that we maintain certain levels of stockholders’ equity, net income from continuing operations or market capitalization and a minimum trading price. Even though we currently satisfy these requirements, following the closing of the Sale, we intend to distribute a substantial portion of the net proceeds from the Sale along with a portion of our current cash on hand to our stockholders. A distribution to our stockholders will likely have an adverse effect on the market price of our common stock following such distribution. In such an event, we may not be able to meet the $1.00 minimum bid price requirement of the Nasdaq Capital Market unless we effect a reverse stock split to increase the per share market price of our common stock. Therefore, the Board of Directors may determine to effect the Reverse Stock Split in order to maintain our listing on the Nasdaq Capital Market. We cannot assure you, however, that a reverse stock split will accomplish this objective for any meaningful period of time, if at all. While it is expected that the reduction in the number of outstanding shares of common stock resulting from a reverse stock split would proportionally increase the market price of our common stock, we cannot assure you that a reverse stock split will increase the market price of our common stock by a multiple of the reverse stock split ratio chosen by the Board of Directors in its sole discretion, or result in any permanent or sustained increase in the market price of our common stock, which is dependent upon many factors, including our business and financial performance, general market conditions, and prospects for future success. For additional information regarding the Reverse Stock Split, see the section entitled “Proposal No. 2: The Reverse Stock Split Proposal” beginning on page 93.

In the event that we are unable to satisfy these continued listing standards, our common stock may be delisted from the Nasdaq Capital Market. Any delisting of our common stock from such market could adversely affect our ability to attract new investors, decrease the liquidity of our outstanding shares of common stock, reduce our flexibility to raise additional capital, reduce the price at which our common stock trades and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition, delisting of our common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our securities at all. For these reasons and others, delisting could adversely affect the price of our common stock and our business, financial condition and results of operations.

Following the closing of the Sale, we will be subject to two-year non-solicitation and non-competition covenants under the Non-Solicitation and Non-Competition Agreement, which may limit our ability to operate the B2C Business in certain respects or sell the B2C Business to certain third parties.

Following the closing of the Sale, we will be subject to two-year non-solicitation and non-competition covenants made in the Non-Solicitation and Non-Competition Agreement, as more fully described in “Proposal No. 1: The Sale Proposal—Agreements Related to the Sale—The Non-Solicitation and Non-Competition Agreement.” During such two-year period, we will be restricted from (i) providing coverage to institutional investors, lawyers and other customers on changes in corporate control, including mergers and acquisitions, private equity, corporate activism and restructuring, and related services and including products and services as available as at the date of the Non-Solicitation and Non-Competition Agreement through the service currently known as “The Deal” and (ii) providing relationship capital management services and director, officer and deal-maker data and related services and including products and services as available at the date of the Non-Solicitation and Non-Competition Agreement through the service currently known as “BoardEx.” In

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addition, subject to certain exceptions, we will be restricted from acquiring any entity, person or business engaged in any such B2B Business activities and from directly or indirectly soliciting or hiring any Continuing Employee of the B2B Business who is employed by Euromoney or The Deal, L.L.C. or any of their respective subsidiaries after the closing of the Sale.

While we do not currently believe these limitations negatively affect our B2C Business, certain third-party acquirers of the B2C Business would be subject to these limitations for a limited period of time, which may limit our opportunities with respect to a future sale transaction of the B2C Business or TheStreet as a whole during such time that may otherwise be favorable to our stockholders.

Strategic divestitures and contingent liabilities from businesses that we sell could adversely affect our results of operations and financial condition.

In addition to the proposed Sale, we have in the past sold and may continue to sell businesses, including all or a portion of the B2C Business, that we consider no longer part of our strategic vision, such as our sale in June 2018 of the RateWatch business. The sale of any such business could result in a financial loss or write-down of goodwill, or both, which could have a material adverse effect on our results for the financial reporting period during which such sale occurs. In addition, in connection with such divestitures, we have retained, and may in the future retain responsibility for some of the known and unknown contingent liabilities related to certain divestitures such as lawsuits, tax liabilities and intellectual property matters.

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PROPOSAL NO. 1:
   
THE SALE PROPOSAL

The discussion of the Sale in this proxy statement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached to this proxy statement as Annex A and hereby incorporated by reference into this proxy statement. We encourage you to read the Purchase Agreement carefully and in its entirety, as it is the legal document that governs the Sale.

Overview of the Sale

On December 6, 2018, TheStreet entered into the Purchase Agreement with Euromoney, pursuant to which Euromoney will acquire, upon the terms and subject to the conditions of the Purchase Agreement, the B2B Business by acquiring all of the membership interests of The Deal, L.L.C., a wholly owned subsidiary of TheStreet, from TheStreet for $87.3 million in cash, subject to adjustment, including based on the working capital, cash and outstanding indebtedness of the B2B Business as of the closing of the Sale. At the closing of the Sale, approximately $0.6 million of the Purchase Price will be deposited into an escrow account to cover potential Purchase Price adjustment payments, if any, and as security for the performance of our tax indemnification obligations under the Purchase Agreement.

Parties to the Sale

TheStreet, Inc.

TheStreet is a leading financial news and information provider. The B2B Business and B2C Business content and products provide individual and institutional investors, advisors and dealmakers with actionable information from the worlds of finance and business. The B2B Business products, including The Deal and BoardEx, provide dealmakers, their advisers, institutional investors and corporate executives with news, data and analysis of mergers and acquisitions and changes in corporate control and relationship mapping services. The B2B Business derives revenue primarily from subscription products, events/conferences and information services.

In September 2012, we acquired The Deal, which began as a broadsheet newspaper for retail investors and transformed its business into a digital subscription model that delivers sophisticated coverage primarily to institutional investors on changes in corporate control, including mergers and acquisitions, private equity, corporate activism and restructuring. The Deal is a trusted information source for organizations seeking to generate deal flow, improve client intelligence and enhance market knowledge. It provides full access to proprietary commentary, analysis and data produced every day by our editors and journalists and content feeds can be customized based on each client’s job function, deal focus and workflow. Content can be delivered via email, mobile, web or existing corporate platform. The Deal is headquartered in New York and has offices in London, England, San Francisco, California, Washington DC and Chennai, India.

In April 2013, we also acquired The DealFlow Report, The Life Settlements Report and the PrivateRaise database from DealFlow Media, Inc. to further broaden the information and services available to institutional investors. These newsletters and this database, and the employees providing their content, have been incorporated into The Deal.

In October 2014, we acquired Management Diagnostics Limited, the developer of the leading relationship capital management service BoardEx. Founded in 1999, BoardEx is an institutional relationship capital management database and platform and currently holds in-depth profiles of almost one million of the world’s most important business leaders. BoardEx’s proprietary software shows the relationships between and among these individuals and a user and his/her contacts. Clients, including investment banks, consultancies, executive search firms, law firms and universities, use BoardEx to leverage their relationships and facilitate business and corporate development initiatives. BoardEx is headquartered in London, England and has locations in New York and Chennai, India.

TheStreet was founded in 1996 as a limited liability company and reorganized as a C corporation in 1998. TheStreet’s principal executive offices are located at 14 Wall Street, New York, New York 10005, and its telephone number is (212) 321-5000. TheStreet’s website address is www.t.st. Information contained on, or that can be accessed through, our website is not incorporated by reference into this proxy statement, and you should not consider information on our website to be part of this proxy statement. TheStreet’s common stock is listed on

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the Nasdaq Capital Market under the trading symbol “TST.” Additional information regarding TheStreet is included in documents incorporated by reference into this proxy statement. For additional information, see the section entitled “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 105.

Euromoney Institutional Investor PLC

Euromoney Institutional Investor PLC is a global, multi-brand information business which provides critical data, price reporting, insight, analysis and must-attend events to financial services, commodities, telecoms and legal markets. Euromoney’s principal executive offices are located at 8 Bouverie Street, London EC4Y 8AX, and its telephone number is +44 (0)20 7779 8888. Euromoney is listed on the London Stock Exchange and is a member of the FTSE 250 share index.

Background of the Sale

The following chronology summarizes the key meetings and events that led to the signing of the Purchase Agreement. This chronology does not purport to catalogue every conversation among the Strategic Committee (as defined below), the Board of Directors or the representatives of TheStreet, and other parties.

From time to time, the Board of Directors and our senior management team review and evaluate strategic opportunities and alternatives as part of a long-term strategy to increase stockholder value. Such opportunities and alternatives include remaining as a stand-alone entity, potential acquisitions of companies, businesses or assets that align with our strategic objectives and potential dispositions of one or more of our businesses.

The Board’s consideration of strategic opportunities and alternatives took on a renewed focus following the realignment of our capital structure in November 2017, with the Board determining to review, among other things, our mix of businesses with a view to possibly unlocking the value the Board believed was in our portfolio as well as possibly growing our businesses through acquisitions. On November 16, 2017, the Board held a meeting at which the Board discussed possible strategies in this regard and decided that we should pursue a potential divestiture of our RateWatch business which business the Board viewed as a non-core asset of TheStreet.

At a regularly scheduled meeting held on December 14, 2017, the Board approved the formation of a Strategic Committee of the Board (the “Strategic Committee”) to oversee the effort to potentially divest our RateWatch business. The Board appointed Kevin Rendino, Bowers Espy, Stephen Zacharias and Larry Kramer to the Strategic Committee and appointed Mr. Rendino as Chairman effective January 1, 2018. Ultimately, in June 2018 TheStreet successfully divested its RateWatch business for a sale price of $33.5 million.

At the December 14, 2017 meeting, the Board also reviewed in-depth TheStreet’s corporate strategy and business plan. The directors also discussed whether to engage in a review of possible strategic options to maximize value for stockholders and whether to engage a financial advisor to advise the Board with respect to such a process. Subsequently, Mr. Rendino and other members of the Strategic Committee led a process to identify a financial advisor with the requisite skills and expertise to so advise the Board. During January and February of 2018, Mr. Rendino, other members of the Strategic Committee and members of senior management met with representatives of several highly respected financial advisory firms, including Moelis. In late February 2018, the Strategic Committee determined to recommend to the Board that TheStreet engage Moelis as financial advisor.

On February 8, 2018, Messrs. Rendino and Kramer and David Callaway, TheStreet’s Chief Executive Officer, spoke by phone with the Chief Executive Officer of Company A, a leading media company. In the course of this discussion, the Chief Executive Officer of Company A asked whether Company A could sign a non-disclosure agreement with us and receive non-public information about TheStreet. Subsequently, we entered into such a non-disclosure agreement and provided limited non-public information to Company A.

On February 25, 2018, our Board held a meeting to further discuss whether to engage in a review of possible strategic options to maximize value for stockholders. The directors also discussed expanding the authority of the Strategic Committee to oversee this process. Also attending the meeting were representatives of Orrick, Herrington & Sutcliffe LLP, outside legal counsel to TheStreet, which we refer to as “Orrick.” The representatives of Orrick discussed with the members of the Board their fiduciary duties in connection with this process.

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On March 1, 2018, the Board held a regularly scheduled meeting and received updates on TheStreet’s business initiatives and 2017 financial results for TheStreet as a whole and for each of TheStreet’s operating segments, including the B2B Business and the B2C Business. The Board approved expanding the scope of the Strategic Committee to also include a broader review and exploration of TheStreet’s strategic options, code named Project Boulevard, to maximize value for all stockholders. The directors agreed that although Project Boulevard would be important to pursue, management must stay focused on, and continue to execute, TheStreet’s strategic plan, which plan had been leading to some improvement in financial results for TheStreet, including in both of the B2B and B2C Businesses. The Board also received an update from Mr. Rendino with respect to the meetings held with financial advisors and discussed the Strategic Committee’s recommendation that TheStreet engage Moelis, subject to agreement on acceptable engagement terms, including fee structure, to provide financial advice in connection with this review and exploration by the Board and the Strategic Committee. The Board requested that Mr. Rendino negotiate on behalf of TheStreet an appropriate engagement letter with Moelis.

Moelis was formally engaged by us at the end of March 2018. Thereafter, the Strategic Committee held, with some exceptions, weekly updates with representatives of Moelis to discuss the status of, and to provide direction to these representatives with respect to, Project Boulevard. Mr. Callaway and Eric Lundberg, TheStreet’s Chief Financial Officer, joined most of these calls.

During March and April of 2018, detailed information was provided by TheStreet to Moelis to enable Moelis to undertake a review of certain of TheStreet’s strategic options, including through various presentations by TheStreet’s management to Moelis. On April 10, 2018, at a regularly scheduled meeting of the Board, representatives of Moelis presented to the Board their views on certain strategic options for TheStreet, including organic growth and bolt-on acquisitions for certain business units, as well as a sale of TheStreet as a whole to a strategic or financial buyer or a sale of either or both of the B2B Business and the B2C Business to distinct buyers. Representatives of Moelis discussed various considerations associated with each alternative described. The representatives of Moelis observed that selling the B2B Business and the B2C Business separately, or even parts of them, might yield higher values since potential acquirers could purchase only the asset they wished to acquire. Following this presentation, the Board reviewed and discussed the strategic options available to TheStreet and authorized TheStreet’s management and Moelis to explore a possible sale of TheStreet as a whole or one or more of its underlying business units and instructed senior management to continue to execute on TheStreet’s strategic plan.

On May 17, 2018, the Board held a regularly scheduled meeting during which representatives of Moelis and Orrick joined to discuss Project Boulevard. Representatives of Moelis provided an update on their work and reviewed a list of potential strategic acquirers and potential financial sponsors to be contacted. Orrick also reviewed with the Board their legal duties with respect to reviewing a potential transaction, noted that Board members should direct all inquiries to Mr. Rendino as Chair of the Strategic Committee and responded to questions from the Board. The Board also met in executive session without management to review potential conflicts and review the process to be followed for the strategic review.

On May 18, 2018, the Compensation Committee of the Board approved retention arrangements for our named executive officers and certain non-executive Company employees who would likely be involved with or affected by Project Boulevard.

At the direction of the Strategic Committee, representatives of Moelis undertook an outreach program beginning after the May 17, 2018 Board meeting to potential acquirers of TheStreet as a whole or its underlying business units. During this process, more than 80 parties were contacted to gauge their potential interest. These parties consisted of public and private strategic parties and financial sponsors in the internet, media, information services and software industries. Of those contacted, 21 strategic parties, including Euromoney, and 7 financial sponsors and other buyer types executed and negotiated confidentiality and non-solicitation agreements (that, in some instances, included a standstill agreement), undertook due diligence (including being granted access to an electronic due diligence data site containing confidential information about TheStreet), received a confidential information presentation concerning TheStreet and the B2B and B2C Businesses, and received a bid instruction letter requesting that they deliver, by July 16, 2018, formal preliminary, non-binding indications of interest to purchase TheStreet in its entirety or one of its underlying business units.

During July and August of 2018, management presentations were made to, and follow-up discussions led by Moelis at the direction of the Strategic Committee were held with, nine potential parties, including Euromoney.

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In response to the request for non-binding indications of interest, Moelis, on behalf of TheStreet, received two non-binding indications of interest from parties interested in acquiring all of the outstanding equity of TheStreet for cash: Company B’s proposal which valued TheStreet at $54 million on an enterprise value basis and Euromoney’s proposal which valued TheStreet at $100 to $115 million on an enterprise value basis. Moelis also received two non-binding indications of interest from parties interested in acquiring only the B2B Business. Company C submitted a non-binding proposal for the acquisition of the B2B Business at an enterprise value of $55.0 to $65.0 million. Company D submitted a non-binding proposal for the acquisition of the B2B Business at an enterprise value of $50 million. Moelis received two non-binding indications of interest from parties interested in acquiring either BoardEx or The Deal components of the B2B Business at enterprise values of $15 million and up to $28 million, respectively. Company C and Company D also expressed an interest in acquiring only the BoardEx component of the B2B Business.

All of the foregoing indications of interest were subject to completion of due diligence. Other than Euromoney, the parties submitting indications of interest with respect to the B2B Business conducted differing degrees of due diligence during the August 2018 to mid-September 2018 time period, which due diligence at times included calls or meetings between representatives of the bidder and representatives of the Company, sometimes including Mr. Lundberg and/or Mr. Davis, and representatives of Moelis. Euromoney’s due diligence effort continued through the time of execution and delivery of the Purchase Agreement, and included numerous such calls and meetings with our representatives, including Mr. Lundberg and/or Mr. Davis.

In response to the request for non-binding indications of interest mentioned above, as well as subsequent requests for refreshed bids, Moelis, on behalf of TheStreet, received non-binding indications of interest from parties interested in acquiring our B2C Business. Over the ensuing months, representatives of these parties have had numerous contacts with representatives of TheStreet, including James Cramer, a founder of TheStreet, Margaret de Luna, President of the B2C Business, and Mr. Lundberg as well as representatives of Moelis and Orrick. These parties also have conducted due diligence on our B2C Business. TheStreet is continuing to explore strategic options for our B2C Business, including discussions and diligence that remain ongoing as of the date of this proxy statement in an effort to maximize value for stockholders, and at the same time executing on our business plan for our B2C Business.

On July 30, 2018, the Strategic Committee held a meeting to discuss Project Boulevard with representatives of our management, Moelis and Orrick in attendance. The representatives of Moelis updated the members of the Strategic Committee on their outreach efforts and the indications of interest described in the preceding paragraphs. The representatives of Moelis reported, among other things, that Company A would not submit a bid for TheStreet as a whole and had advised Moelis that they could not offer a purchase price per share greater than the then current trading price of TheStreet’s common stock. The representatives of Moelis observed that Company A might have an interest in acquiring the B2C Business.

On July 30, 2018, Mr. Cramer and a representative of Moelis met with Andrew Rashbass, the Chief Executive Officer of Euromoney, to discuss our B2C Business.

On July 31, 2018, representatives of Euromoney, including Andrew Himsley, Global Head of Corporate Development for Euromoney, attended a management presentation concerning TheStreet, including the B2B and B2C Businesses. Participating in this presentation were representatives of TheStreet, including Mr. Callaway, Mr. Lundberg, Mr. Davis and Ms. de Luna.

On August 1, 2018, the Board held a meeting to discuss Project Boulevard with representatives of our management, Moelis and Orrick in attendance. The representatives of Moelis provided the members of the Board with a substantially similar update to what they had provided to the Strategic Committee on July 30, 2018.

On August 8, 2018, representatives of Euromoney, with Mr. Rashbass in attendance and certain Euromoney representatives participating by phone, held a meeting with members of our management, including Mr. Cramer, Ms. de Luna, Mr. Lundberg and representatives of Moelis to discuss our B2C Business.

On August 10, 2018, Mr. Himsley spoke by phone with a representative of Moelis and advised that Euromoney had reached a firm conclusion that our B2C Business was not a good fit for the business-to-business information focus of Euromoney and therefore Euromoney would not proceed with an acquisition transaction which included the B2C Business. Mr. Himsley further communicated that Euromoney would like to pursue an acquisition of the B2B Business only rather than acquiring TheStreet as a whole.

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Later on August 10, 2018, Euromoney submitted a new non-binding indication of interest to acquire only the B2B Business at an enterprise valuation range of $80 to $95 million.

On August 13, 2018, the Strategic Committee held an update call with members of TheStreet’s management and representatives of Moelis and Orrick. Representatives of Moelis described the new indication of interest received from Euromoney for the acquisition of the B2B Business only and the status of other parties interested in the B2B Business. Representatives of Moelis then described the positive and negative considerations of the principal transaction alternatives available to TheStreet in light of Euromoney’s withdrawal of its proposal to acquire TheStreet as a whole and the lack of any other meaningful bids for the entire Company. Among the alternatives discussed were the following:

Sale of the B2B Business and concurrent sale of the residual public company (containing the B2C Business) to separate acquirers;
Sale of the B2B Business and concurrent sale of the B2C Business to separate acquirers with subsequent public company dissolution; and
Sale of the B2B Business with public company (containing the B2C Business) retained.

The Strategic Committee also discussed the need for management to prepare an updated business plan for the B2C Business as operated by TheStreet assuming that the B2B Business is sold and that a transaction involving the B2C Business does not occur.

On August 14, 2018, representatives of TheStreet management, BDO USA LLP, TheStreet’s tax and accounting advisors and Orrick discussed the tax implications associated with the various transaction structure alternatives and the availability of TheStreet’s NOLs to cover the taxable gain on the sale of both the B2B and B2C Businesses as well as the taxable gain on the recently completed sale of RateWatch.

In response to a request that Moelis had made to the parties interested in all or part of the B2B Business, including Euromoney, to submit refreshed non-binding indications of interest, on August 17, 2018 Company D submitted to Moelis a new non-binding proposal for either the acquisition of the B2B Business at an enterprise value of $55 million or the acquisition of the BoardEx component of the B2B Business at an enterprise value of $35 million.

On August 20, 2018, the Strategic Committee held an update call with members of TheStreet’s management and representatives of Moelis and Orrick. Representatives of Moelis described the new indication of interest received from Company D and indicated that they expected refreshed bids from Euromoney and Company C. The representatives of Moelis updated the members of the Strategic Committee on their outreach efforts.

On August 22, 2018, Euromoney submitted to Moelis a new non-binding indication of interest for the acquisition of the B2B Business reflecting an enterprise valuation of $88.5 million

On August 22, 2018, a representative of Moelis spoke with a representative of Company C. The representative of Company C advised that they were more interested in BoardEx than before but having learned more about The Deal, they were less interested in owning The Deal. Company C further advised that The Deal is not a strategic asset for Company C and might create some dyssynergies. The representative of Company C stated that they now valued BoardEx at a $40 million enterprise value (up from $35 million), but did not offer a value for The Deal.

On August 23, 2018, the Strategic Committee met with representatives of TheStreet’s management, Moelis and Orrick in attendance. Representatives of Moelis provided an update on Project Boulevard. Such representatives also discussed the updated proposal from Euromoney, including Euromoney’s request for four weeks of exclusivity. The Strategic Committee concluded that Euromoney’s exclusivity request should be rejected given the current stage of Project Boulevard and instructed Moelis to so inform Euromoney and advise Euromoney that it should confirm its non-binding indication of interest once it has completed its due diligence of the B2B Business, at which time the Strategic Committee would be willing to reconsider a request for exclusivity.

On September 4, 2018, the Strategic Committee held an update call with members of the Company’s management and representatives of Moelis and Orrick. Representatives of Moelis provided an update on Project Boulevard.

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On September 7, 2018, Company C submitted to Moelis a refreshed non-binding indication of interest for the acquisition of the B2B Business at an enterprise value of $58 million.

On September 8, 2018, the Strategic Committee held an update call with members of TheStreet’s management and representatives of Moelis and Orrick. Representatives of Moelis described the refreshed non-binding indication of interest received from Company C and reviewed with the Strategic Committee the refreshed non-binding indications of interest received in August from Euromoney and Company D. The Strategic Committee then discussed next steps and determined that Moelis should contact Company C to invite Company C to submit its best and final non-binding indication of interest for the acquisition of the B2B Business.

In response, Company C submitted a new non-binding indication of interest on September 9, 2018 for the acquisition of the B2B Business at an enterprise value of $70 million, but subsequently withdrew its bid on September 10, 2018 after being informed by a representative of Moelis, as directed by the Strategic Committee, that the new non-binding indication of interest would not be accepted.

On September 10, 2018, a representative of Moelis spoke by phone with Mr. Himsley of Euromoney and urged that Euromoney complete its due diligence as soon as possible. Mr. Himsely assured the representative of Moelis that they were working as quickly as possible and nothing had changed to the negative in terms of their assessment of the B2B Business.

On September 11, 2018, Company D submitted to Moelis a refreshed non-binding indication of interest for an acquisition of the B2B Business at an enterprise value of $64 million.

On September 13, 2018, the Strategic Committee met, with representatives of TheStreet management, Moelis and Orrick in attendance, to discuss the status of bids for the B2B Business and decided to reject Company D’s refreshed non-binding indication of interest.

On September 17, 2018, Moelis received a non-binding indication of interest from a party interested in acquiring the BoardEx component of the B2B Business at enterprise values of $42.9 million.

On September 18, 2018, members of the Strategic Committee participated in an update call with representatives of TheStreet’s management and from Moelis and Orrick and received updates regarding potential bidders in the Project Boulevard process.

On September 19, 2018, members of the Compensation Committee and the Strategic Committee jointly met to review the impact of possible transaction scenarios on TheStreet’s equity plans and retention agreements.

On September 24, 2018, TheStreet received an updated indication of interest from Euromoney in which Euromoney affirmed its interest in acquiring the B2B Business at an enterprise valuation of $88.5 million, but with $1.5 million to be allocated, as a deduction from the purchase price, to certain anticipated capital expenditures for upgrades to the B2B Business’s technology platform.

On September 24, 2018, the Strategic Committee held an update call with members of the Company’s management and representatives of Moelis and Orrick. Representatives of Moelis informed the Strategic Committee that Euromoney had substantially completed its business due diligence and described Euromoney’s new non-binding indication of interest to acquire the B2B Business as outlined in the last paragraph. These representatives observed that, based on the Project Boulevard process to date, Euromoney continued to offer significantly more value for the B2B Business compared to all other non-binding indications of interest received at that time for the B2B Business. After discussion, the Strategic Committee instructed representatives of Moelis to seek clarification from Euromoney about certain aspects of its bid, including an explanation of why Euromoney’s purchase price should be reduced for costs relating to upgrades to the B2B Business’s technology platform.

On September 26, 2018, the Strategic Committee held an update call with members of the Company’s management and representatives of Moelis and Orrick. Representatives of Moelis reported on a call they had with Mr. Hinsley of Euromoney during which Mr. Himsley advised that Euromoney would consider a reduction in the amount Euromoney would deduct from its purchase price for technology platform upgrades. The members discussed at length Euromoney’s request for exclusivity and the need for management to prepare an updated business plan for our B2C Business as operated by the Company assuming that the B2B business is sold and that a transaction involving the B2C Business does not occur.

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On September 28, 2018, Euromoney submitted to Moelis an updated non-binding indication of interest reaffirming its interest in acquiring the B2B Business at an enterprise valuation of $88.5 million, with the deduction for technology platform upgrades reduced to $750,000, resulting in a net enterprise valuation of $87.75 million. The updated bid also reflected certain clarifications requested by the Strategic Committee. Euromoney also provided a form of exclusivity agreement providing for a four week period of exclusivity.

On October 8, 2018, a meeting of the Strategic Committee was held, with representatives of the Company management, Moelis and Orrick in attendance, to discuss the latest non-binding indication of interest received from Euromoney and a draft exclusivity agreement that had been negotiated between the Company and Euromoney. A representative from Orrick discussed with the Strategic Committee, among other things, considerations related to approving exclusivity with Euromoney, the fact that a sale of the B2B Business would constitute a “change of control” for several purposes, including under the Company’s employee benefit plans and arrangements, the Board’s fiduciary duties and other legal considerations, an estimated timetable for execution of the sale and the process of dissolution in the event the Company were to sell its B2C Business in addition to the B2B Business.

On October 9, 2018, a further meeting of the Strategic Committee was held to continue discussions relating to the evaluation of Euromoney’s latest indication of interest and request for four weeks of exclusivity. During the meeting, representatives of Moelis discussed with the Strategic Committee TheStreet’s five-year projections for TheStreet prepared by TheStreet’s management and certain preliminary financial analyses. TheStreet, representatives of Moelis and the Strategic Committee further discussed the prospects of the B2C Business continuing as a standalone business, including the effect of transaction expenses, restructuring costs and employee-related costs on valuation. The Strategic Committee then discussed Euromoney’s request for four weeks of exclusivity, with representatives of Moelis noting that Euromoney had expressed concern about spending considerable resources in connection with the purchase of the B2B Business in the absence of exclusivity. Following discussion, the Strategic Committee concluded that entering into an exclusivity agreement with Euromoney would be in the best interests of TheStreet and its stockholders and recommended that the Board authorize TheStreet to enter into an exclusivity agreement with Euromoney.

On October 9, 2018, the Board held a meeting to consider Euromoney’s latest indication of interest and the Strategic Committee’s recommendation to enter into exclusivity with Euromoney. At this meeting, representatives of Moelis and Orrick made presentations substantially similar to those they made to the Strategic Committee on October 8 and 9, 2018. Following discussion, the Board accepted the Strategic Committee’s recommendation and authorized the Company to finalize and enter into an exclusivity agreement with Euromoney.

On October 9, 2018, a company which had very recently expressed an interest in acquiring the B2B Business submitted to Moelis a non-binding indication of interest to acquire the B2B Business at an enterprise valuation range of $32 to $36 million. Subsequently, at the direction of the Strategic Committee, representatives of Moelis informed this bidder that their indication of interest would not be accepted by the Strategic Committee.

On October 16, 2018, TheStreet entered into an exclusivity agreement with Euromoney (a) requiring that TheStreet cease all current discussions with anyone other than Euromoney concerning the B2B Business and (b) prohibiting TheStreet from soliciting, providing information to or negotiating with other potential buyers of the B2B Business for a period ending November 6, 2018, with a further extension to November 13, 2018 if Euromoney, at such time, was continuing to pursue the Sale in good faith and confirmed in writing that its enterprise value for the B2B Business had not changed. Additionally, to address Euromoney’s concerns that TheStreet would not be willing to sell the B2B Business in the absence of a deal to sell the B2C Business, TheStreet agreed to reimburse Euromoney for 75% of its reasonable out-of-pocket expenses (up to $500,000) incurred in pursuit of a purchase of the B2B Business in the event a definitive agreement with respect to the Sale was not entered into (subject to certain additional conditions). The exclusivity agreement expressly preserved TheStreet’s right to simultaneously explore the sale of its B2C Business.

Between October 16, 2018 and the execution of the Purchase Agreement on December 6, 2018, management and employees of TheStreet gathered due diligence information requested by Euromoney and its representatives and advisors and held several telephone conferences with Euromoney and its representatives and advisors regarding due diligence matters.

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On October 19, 2018, representatives of Orrick delivered a draft of the Purchase Agreement to Clifford Chance US LLP, legal advisor to Euromoney (“Clifford Chance”). Thereafter, periodic drafts of the Purchase Agreement were exchanged between Orrick and Clifford Chance and several phone calls were held among representatives of the Company, Euromoney, Orrick and Clifford Chance to negotiate the terms of the Purchase Agreement.

On October 24, 2018, Mr. Davis met with Mr. Rashbass to discuss the B2B Business and his role going forward.

On November 21, 2018, representatives of Clifford Chance delivered Euromoney’s comments to the draft Purchase Agreement to Orrick. Points remaining open in the draft Purchase Agreement included the target amount and collar for purposes of the working capital adjustment, the amount to be placed in escrow in respect of any post-closing adjustment to the purchase price in Euromoney’s favor, certain obligations relating to treatment of debt-like items, Euromoney’s ability to terminate upon a change of recommendation by the Board with respect to the Sale, the amount of the termination fee payable to Euromoney in the event of a failure to consummate the Sale under specified circumstances and a tax indemnity requested by Euromoney (collectively, the “Key Open Points”).

On November 21, 2018, TheStreet agreed to extend Euromoney’s exclusivity period to November 28, 2018.

On November 24, 2018, representatives of TheStreet, Euromoney, Orrick, Clifford Chance, BDO and Ernst & Young LLP, Euromoney’s tax and accounting advisors, held a discussion regarding a pre-closing restructuring proposal made by Euromoney to address certain tax-related matters. Subsequently, the aforementioned parties exchanged information and held various telephone conferences to discuss the tax restructuring proposals, with the parties ultimately determining that the restructuring was not needed provided certain safeguards were put in place, including the filing of an election to treat BoardEx LLC, a New York limited liability company and wholly owned subsidiary of The Deal, L.L.C., as a disregarded entity for U.S. federal income tax purposes with an effective date that is before December 31, 2018.

On November 28, 2018, TheStreet agreed to further extend Euromoney’s exclusivity period to November 30, 2018.

On November 29, 2018, representatives of Orrick delivered a revised draft of the Purchase Agreement to Clifford Chance. On November 30, 2018, representatives of TheStreet and Euromoney held a telephone conference to discuss certain of the Key Open Points, with the parties agreeing to (a) an indemnity with respect to a discrete tax matter, with $520,000 be held in escrow for approximately one year as security for any corresponding tax liabilities, (b) a purchase price reduction of $450,000 to resolve various debt-like items, bringing the aggregate purchase price for the sale of the B2B Business to $87.3 million and (c) a working capital target amount of negative $10.6 million, with a 3% collar in each direction. Representatives of Orrick circulated an updated draft of the Purchase Agreement to Clifford Chance on December 1, 2018 reflecting the outcome of these business discussions.

On each of November 30, 2018, December 1, 2018 and December 2, 2018, Mr. Lundberg spoke by phone with Mr. Himsley to discuss certain of the Key Open Points.

On December 2, 2018, a joint meeting of the Strategic Committee and Board was held, with representatives of TheStreet management, Moelis and Orrick present, to discuss the status of the Sale so that, upon resolution of the remaining Key Open Points, the Strategic Committee and Board would be in a position to analyze any final changes to the terms of the Purchase Agreement and vote on the Sale. Representatives of Moelis summarized the nature of its relationships with Euromoney and the Board determined that no material conflicts existed that prevented TheStreet’s continued use of Moelis as its financial advisor in connection with its strategic review. Representatives of Moelis then provided an overview of the Sale process, highlighting the proposals received and the relative strength of the Euromoney proposal, and an update regarding certain financial aspects of the transaction based on various metrics. Following the presentation by Moelis, representatives of Orrick gave a presentation on the key terms of the Purchase Agreement and also provided a legal update as to fiduciary duties, regulatory requirements and timetable, the proxy process and the golden parachute advisory vote required to be included in the proxy statement relating to the Sale. Mr. Zacharias, Chairman of the Board’s Compensation Committee, then gave an overview of compensation-related considerations relevant to the Sale.

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On December 2, 2018, representatives of Clifford Chance delivered an issues list to Orrick listing the remaining material open points in the Purchase Agreement, including the amount to be placed in escrow in respect of any post-closing adjustment to the purchase price in Euromoney’s favor, the treatment of cash, the component parts of working capital, pre-closing action with respect to specified information technology matters, Euromoney’s ability to terminate upon a change of recommendation by the Board with respect to the Sale, the amount of the termination fee payable to Euromoney in the event of a failure to consummate the Sale under specified circumstances and indemnification with respect to benefit plan matters and pre-closing taxes (collectively, the “Final Open Points”). On December 3, 2018, representatives of TheStreet, Euromoney, Orrick and Clifford Chance held a telephone conference to discuss the issues list and the Final Open Points. Following this discussion, on December 3, 2018, representatives of Orrick delivered an updated issues list to Clifford Chance describing TheStreet’s positions on the remaining Final Open Points to be negotiated, together with a revised draft of the Purchase Agreement reflecting those positions. On December 4, 2018, representatives of TheStreet, Euromoney, Orrick and Clifford Chance held a further telephone conference to resolve the Final Open Points. Following the December 4, 2018 telephone conference, the Final Open Points were largely resolved as follows:

$100,000 to be placed in escrow in respect of any post-closing adjustment to the purchase price in Euromoney’s favor, but not as the sole source of recovery;
A purchase price adjustment in TheStreet’s favor for cash held by the B2B Business at the consummation of the sale, subject to certain cash management requirements;
Agreement as to the inclusion of certain tax liabilities, as well as accrued vacation, in the calculation of working capital;
Agreement as to the use of commercially reasonable efforts to make certain improvements with respect to information technology matters prior to the consummation of the Sale;
The ability of Euromoney to terminate the Purchase Agreement upon a change of recommendation by the Board in exchange for agreement to a termination fee equal to 3% of enterprise value; and
Inclusion of indemnification with respect to WARN Act liabilities arising from the actions of TheStreet and with respect to TheStreet benefit plans not being transferred in connection with the Sale, in exchange for the removal of a broad indemnity for pre-closing taxes, with the more limited indemnity with respect to a discrete tax matter, with $520,000 be held in escrow for approximately one year as security for any corresponding tax liabilities, remaining.

On December 4, 2018, a joint meeting of the Strategic Committee and Board was held, with representatives of TheStreet management, Moelis and Orrick present, for purposes of updating the Strategic Committee and Board on the status of the Final Open Points and other issues relating to the Sale and voting on the Sale. Representatives of Orrick summarized key changes to the terms of the Purchase Agreement since the December 2, 2018 meeting. Also at this meeting, representatives of Moelis reviewed with the Board of Directors Moelis’s financial analysis regarding the consideration to be received in the Sale and then rendered Moelis’s oral opinion to the Board of Directors, which opinion was subsequently confirmed by delivery of a written opinion, dated December 4, 2018, addressed to the Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the opinion, the cash consideration to be received in the Sale by TheStreet pursuant to the Purchase Agreement was fair, from a financial point of view, to TheStreet. For more information about Moelis’ analysis and opinion, see the section of this proxy statement captioned “—Opinion of TheStreet’s Financial Advisor.” After further discussion, the Strategic Committee unanimously recommended the approval of the Sale to the Board, and the Board unanimously (a) approved, among other things, the execution and delivery of the Purchase Agreement by TheStreet, including the Sale; (b) directed that the approval of the Sale, the Purchase Agreement and other actions and transactions contemplated by the Purchase Agreement be submitted to a vote at the Special Meeting; and (c) resolved to recommend that the stockholders of TheStreet vote in favor of the approval of the Sale, the Purchase Agreement and other actions and transactions contemplated by the Purchase Agreement.

Between December 4, 2018 and December 6, 2018, representatives of Orrick and Clifford Chance exchanged additional drafts of the Purchase Agreement and held telephone discussions both with and without representatives of TheStreet and Euromoney to finalize the Purchase Agreement, ancillary documents and disclosure schedules.

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On December 6, 2018, TheStreet and Euromoney executed and delivered the Purchase Agreement, and both parties issued press releases announcing the entry into the Purchase Agreement.

Recommendation of the Board of Directors and its Reasons for the Sale

The Board of Directors, with the assistance of TheStreet’s outside legal counsel and financial advisor, evaluated the terms of the Purchase Agreement and the Sale. After careful consideration, the Board of Directors, in a meeting held on December 4, 2018, unanimously (i) determined that the Purchase Agreement and transactions contemplated by the Purchase Agreement, including the Sale, are in the best interests of TheStreet and our stockholders, (ii) approved the Purchase Agreement and the Sale and (iii) recommended that you vote “FOR” the Sale Proposal.

The Board of Directors considered a number of factors that it believed supported its decision to take the foregoing actions, including, but not limited to, the following:

Strategic Review Process. The Board of Directors considered the vigorous process discussed above in “—Background of the Sale” (which began in December 2017) through which a special committee of independent directors focused on returning maximum value to our stockholders by reviewing and exploring strategic options available to TheStreet, including the sale of TheStreet as a going-concern and separate sales of the B2B Business and B2C Business segments (the “Strategic Review Process”). The Board of Directors also considered the successful completion of the sale of the RateWatch business in June 2018. The Board of Directors noted that TheStreet and its advisors contacted over 80 parties during the Strategic Review Process, executing confidentiality agreements with 28 potential bidders that expressed interest in a potential transaction, out of which TheStreet received proposals from two parties (including Euromoney, which subsequently withdrew its proposal) to acquire TheStreet, including both segments, and seven parties (including Euromoney) to acquire the B2B Business or certain component parts of the B2B Business. As part of the Strategic Review Process, TheStreet has also engaged in discussions with respect to a sale of its B2C Business segment. As of the date of the meeting of the Board of Directors, these discussions were, and remain, ongoing.

Certainty of Value. The Board of Directors considered the Purchase Price in cash to be received by TheStreet as consideration for the B2B Business in relation to (i) the historical earnings and financial performance of the B2B Business and (ii) the Board of Director’s estimate of the current and future prospects of the B2B Business. The Board of Directors further considered the fact that the form of consideration payable to TheStreet will be all cash, which will provide us with certainty of value and immediate liquidity, and maximum flexibility to return value to our stockholders, including pursuant to the contemplated distribution. The Board of Directors also considered the fact that TheStreet has the opportunity to shield all or substantially all of the taxable gain expected to be realized by TheStreet from the Sale through its existing net operating loss carryforwards, which included approximately $173 million of federal and state net operating loss carryforwards as of December 31, 2017, thereby limiting its federal income tax liability arising from the Sale. The Board of Directors believed this certainty of value was compelling compared to the long-term value creation potential of the B2B Business and that, based upon all of the other factors considered by the Board of Directors after discussion with TheStreet’s management, financial advisors and legal counsel, was the best reasonably attainable value for the B2B Business.

Prospects for the B2B Business and the retained B2C Business. The Board of Directors considered its familiarity with TheStreet’s business, financial condition, results of operations, intellectual property, marketing prowess, management and competitive position and prospects, as well as current industry, economic and stock and credit market conditions. The Board of Directors also considered certain other strategic options to the Sale, as well as the possibility of not engaging in a transaction at all. In that regard, the Board of Directors considered TheStreet’s long- and short-term strategic plan and initiatives, including proposals to enhance the overall performance of the B2B Business, its ability to remain competitive and grow, and certain financial projections for the B2B Business (as described under “—Certain Financial Projections” below). The Board of Directors also considered the benefits and potential risks, including execution risks, of pursuing other strategic options available to TheStreet. In addition, the Board of Directors considered the prospects and business plan for the retained B2C Business, including its focus on subscription revenue and expanding event revenue. The Board of Directors noted that TheStreet has reported improving metrics for its B2C subscription business over the last few quarters, including an increase in new orders, average price, bookings, conversion and renewal rates. Finally, the Board of Directors also considered that it will continue to explore strategic options for the B2C Business.

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Ability to Consider Alternative Transactions and to Terminate the Purchase Agreement. The Board of Directors noted that, although the Purchase Agreement contains customary provisions prohibiting TheStreet from soliciting Competing Proposals from a third party for the B2B Business or engaging in negotiations or discussions regarding any Competing Proposal, if a majority of the entire Board of Directors concludes, after consultation with TheStreet’s outside legal and financial advisors, that a Competing Proposal constitutes a Superior Proposal that is more favorable from a financial point of view to TheStreet’s stockholders than the transactions contemplated by the Purchase Agreement, and TheStreet has otherwise complied with its obligations described below under the heading “—Agreements Related to the Sale—The Purchase Agreement—No Solicitation,” the Board of Directors is permitted to enter into a binding written agreement with respect to such Superior Proposal and terminate the Purchase Agreement (subject to the payment of the termination fee, as described below under the heading “—Agreements Related to the Sale—The Purchase Agreement—Termination of the Purchase Agreement; Termination Fees”). The Board of Directors also noted that the Purchase Agreement does not prohibit TheStreet from continued discussions regarding potential transactions with respect to the B2C Business.

Ability to Change Recommendation to Stockholders. The Board of Directors noted that the Purchase Agreement maintains the Board of Directors’ ability to change, qualify, withhold or withdraw TheStreet’s recommendation that its stockholders approve the Sale Proposal in a manner adverse to Euromoney if, prior to the receipt of the Requisite Stockholder Approval, the Board of Directors concludes in good faith, after consultation with TheStreet’s outside legal and financial advisors, that the failure of the Board of Directors to change, qualify, withhold or withdraw such recommendation would be reasonably likely to be a violation of the directors’ fiduciary duties to TheStreet’s stockholders under applicable law, provided that, subject to limited exceptions, TheStreet has otherwise complied with its obligations described below under the heading “—Agreements Related to the Sale—The Purchase Agreement—No Solicitation.”

Termination Fee. The Board of Directors considered the approximately $2.6 million termination fee to be paid to Euromoney if the Purchase Agreement is terminated under certain circumstances specified in the Purchase Agreement. The Board of Directors noted that the termination fee is equal to approximately 3% of the Purchase Price. The Board of Directors also noted that TheStreet has sufficient liquidity to pay the termination fee if and when it becomes necessary to do so. Accordingly, the Board of Directors believed that a termination fee of this size for the proposed Sale would not, in and of itself, unduly deter a third party from making a Superior Proposal or inhibit the Board of Directors from evaluating, negotiating and, if appropriate, terminating the Purchase Agreement and approving a Superior Proposal.

Remedies Available to TheStreet. The Board of Directors noted that TheStreet could terminate the Purchase Agreement if Euromoney were to breach or fail to perform any of Euromoney’s representations, warranties, covenants or other agreements contained in the Purchase Agreement, which breach has prevented or would prevent the satisfaction of any condition to the closing, or if all of the conditions to the obligations of Euromoney to effect the closing have been satisfied (other than those conditions which by their nature are to be satisfied at the closing) as of the date on which the closing otherwise should have occurred and Euromoney fails to consummate the closing within three business days following the date on which the closing otherwise should have occurred.

Terms of the Purchase Agreement. The Board of Directors considered the terms and conditions of the Purchase Agreement, including the limited number and nature of the conditions to Euromoney’s obligation to consummate the transaction and the likelihood that those conditions would be satisfied. In addition, the Board of Directors considered its belief that, after extensive negotiations with representatives of Euromoney, TheStreet obtained the highest price that Euromoney was willing to pay for the B2B Business. The Board of Directors also considered the numerous changes favorable to TheStreet in the terms and conditions of the Purchase Agreement from those initially proposed by Euromoney.

Likelihood of Completing the Sale. The Board of Directors considered the likelihood that the Sale will be completed, including its belief that there likely would not be regulatory impediments to the transaction nor would the Sale require notification under the HSR Act. The Board of Directors noted the fact that the closing is not conditioned upon Euromoney’s ability to raise funds to pay the Purchase Price and that Euromoney would not need to obtain approval for the transaction from its stockholders.

Identity of Purchaser. The Board of Directors considered the fact that Euromoney is a global, multi-brand information business which provides critical data, price reporting, insight, analysis and must-attend events to

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financial services, commodities, telecoms and legal markets. The Board of Directors noted that Euromoney had done an extensive due diligence review of the B2B Business and accordingly was very familiar with the institutional business and believed it highly complementary to Euromoney’s existing portfolio, serving a number of shared customer groups, particularly investors, banks and professional services firms.

Opinion of Moelis. The Board of Directors considered the opinion of Moelis, dated December 4, 2018, addressed to the Board of Directors as to the fairness, from a financial point of view and as of the date of such opinion and based upon and subject to the conditions and limitations set forth therein, of the consideration to be received in the Sale pursuant to the Purchase Agreement by the Company, as more fully described below under the caption “Opinion of TheStreet’s Financial Advisor.”

The Board of Directors also considered a variety of risks and other potentially negative factors concerning the Purchase Agreement and the transactions contemplated thereby, including, among others, the factors described under “Risk Factors” beginning on page 17 in addition to the following:

Future Growth and Risk Profile. The Board of Directors considered the fact that if the Sale is consummated, TheStreet and its stockholders will no longer participate in the future growth of the B2B Business, including any growth resulting from efforts already undertaken by TheStreet related to the continued development of the B2B Business. The Board of Directors believed that a sale of the B2B Business provided more certain value for TheStreet and its stockholders.

Risk of Non-Completion. The Board of Directors considered the possibility that the Sale may not be completed and the adverse effects that a failure to complete the Sale could have on TheStreet’s business, the market price for TheStreet’s common stock and TheStreet’s relationships with customers and employees, including the fact that (i) TheStreet’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the Sale, (ii) TheStreet will have incurred significant transaction costs, (iii) TheStreet’s prospects could be adversely affected, or may be perceived by the market as having been adversely affected, and (iv) TheStreet’s continuing business relationships may be disrupted.

Possible Disruption of the B2B Business. The Board of Directors considered the possible disruption to the B2B Business that might result from the announcement of the proposed Sale and the resulting distraction of the attention of TheStreet’s management and employees. The Board of Directors also considered the fact that the Purchase Agreement contains certain customary limitations regarding the operation of the B2B Business during the period between the signing of the Purchase Agreement and the completion of the Sale. See “—Agreements Related to the Sale—The Purchase Agreement—Covenants Relating to the Conduct of the B2B Business.” The Board of Directors believed that such limitations were customary for transactions similar to the Sale and appropriately tailored to the specific requirements of the operation of the B2B Business, and further that such limitations did not affect TheStreet’s continued operation of the B2C Business.

Non-Solicitation and Non-Competition Restrictions. The Board of Directors considered the non-solicitation and non-competition obligations that would be imposed on TheStreet as a result of the Sale. Based on the fact that TheStreet will have no institutional business operations post-closing and that TheStreet does not expect to pursue acquisitions in the field, the Board of Directors concluded that the restrictions in the Non-Solicitation and Non-Competition Agreement to be entered into at the closing were reasonable under the circumstances.

Tax Indemnification Obligations. The Board of Directors was aware that the Purchase Agreement imposed certain indemnification obligations on TheStreet relating to certain tax matters with respect to the B2B Business and that approximately $0.5 million of the Purchase Price would be placed into escrow until January 31, 2020, as security for Euromoney’s right to indemnification under the Purchase Agreement for any tax loss. The Board of Directors considered the nature of such tax indemnification obligations, including those in transactions similar to the Sale, and the risk of liability to Euromoney following the closing.

Possible Purchase Price Adjustments. The Board of Directors considered the net working capital target in the Purchase Agreement and the method in which the final calculation of closing date net working capital will be calculated. The Board of Directors also considered the risk that the final calculation of closing date net working capital may be disputed or result in a negative adjustment to the Purchase Price. The Board of Directors was further aware that approximately $0.1 million of the Purchase Price would be placed into escrow to cover potential Purchase Price adjustment payments, if any, including based on the final calculation of closing date net working capital and the cash and outstanding indebtedness of the B2B Business as of the closing.

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Transaction Consideration Taxable. The Board of Directors considered that the cash consideration to be received by TheStreet would be taxable. In that regard, the Board of Directors noted that TheStreet had the opportunity to shield all or a portion of the taxable gains from the Sale through its existing net operating loss carryforwards.

Sale-Related Compensation Expenses. The Board of Directors considered: (i) the determination of the Compensation Committee of the Board of Directors to fully accelerate the vesting of all unvested equity awards covering shares of TheStreet’s common stock effective as of immediately prior to, and contingent upon, the closing of the Sale so that all employees holding unvested equity awards could participate in any distributions of net proceeds resulting from the Sale and available cash; (ii) the payment of certain transaction bonuses previously approved by the Compensation Committee; and (iii) the potential payment of severance benefits and other payments and benefits to TheStreet’s executive officers by TheStreet as described below in more detail in “—Interests of Certain Persons in the Sale.”

In addition to considering the factors described above, the Board of Directors was aware of and considered the interests that certain of our directors and executive officers may have with respect to the Sale that are different from, or in addition to, the interests of TheStreet’s stockholders generally, as discussed in the section below entitled “—Interests of Certain Persons in the Sale.”

The above discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but does set forth certain material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the Sale and the complexity of these matters, the Board of Directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. The Board of Directors viewed its position and recommendation as being based on an overall review of the totality of the information available to it.

The Board of Directors recommends that our stockholders vote “FOR” the Sale Proposal.

Activities of TheStreet Following the Sale

Following the completion of the Sale, all of TheStreet’s revenues will be generated by the B2C Business, which is led by our namesake website, TheStreet.com, and includes free content and houses our premium subscription products that target varying segments of the retail investing public. As described elsewhere in this proxy statement, TheStreet expects to distribute a substantial portion of the net proceeds from the Sale, along with a portion of its current cash on hand, to TheStreet’s stockholders. Notwithstanding the foregoing, TheStreet will continue to execute on its business plan for the B2C Business, including its focus on subscription revenue and expanding event revenue. We have reported improving metrics for the B2C subscription business over the last few quarters, including an increase in new orders, average price, bookings, conversion and renewal rates. In addition, we expect to remain a public company that files reports with the SEC and to remain listed on the Nasdaq Capital Market. Given the reduction in size of TheStreet’s overall headcount and operations following the closing of the Sale, our management intends to take actions to bring overhead costs in line with post-closing operations by reducing its corporate and public company costs following the completion of the Sale, including by reducing the number of directors on the Board of Directors. Additionally, TheStreet has announced that David Callaway, our current Chief Executive Officer and member of the Board, will resign at the closing of the Sale and that Eric Lundberg will be appointed as Chief Executive Officer, while also continuing as Chief Financial Officer, and Margaret de Luna will be appointed as President and Chief Operating Officer following the completion of the Sale. At the same time, the Board of Directors will continue to consider all its potential options with respect to TheStreet following the Sale, which include, but are not limited to, selling all or a portion of the B2C Business.

Certain Financial Projections

TheStreet does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future revenues, earnings or other results, due to, among other reasons, the unpredictability of the underlying assumptions and estimates.

However, in connection with the Sale, TheStreet’s senior management prepared in May 2018, based on information available at that time, financial projections for the B2B Business, including The Deal and BoardEx segments, comprising revenue and Segment EBITDA for fiscal years 2018 through 2022. These projections were

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provided to Euromoney and other potential acquirors as part of a confidential information presentation, as well as to the Board and Moelis. In September 2018, TheStreet’s senior management provided, based on information available at that time, updated projections for the B2B Business, comprising revenue and Segment EBITDA for the 2018 fiscal year (the “September 2018 Update”), to Euromoney and other potential acquirors during the course of their due diligence process. In October 2018, TheStreet’s senior management provided, based on information available at that time, updated projections for the B2B Business for fiscal years 2019 through 2022 (the “October 2018 Update”) to the Board and, for use and reliance in connection with its analysis and opinion, Moelis. These updated projections in the October 2018 Update were not provided to Euromoney or any other potential acquiror of the B2B Business and included projections of additional financial measures, including projected EBITDA after allocation of corporate overhead for fiscal years 2018 through 2022, that were not included in the confidential information presentation or in the September 2018 Update provided to Euromoney and other potential acquirors.

The financial projections for the B2B Business were not prepared with a view toward public disclosure. However, TheStreet has included below a summary of the financial projections to provide you with access to certain non-public information that was furnished to Euromoney, the Board of Directors and other parties in connection with the Sale. The financial projections reflect numerous estimates and assumptions made by our senior management team with respect to general business and economic conditions and competitive, regulatory and other future events, as well as, among other things, matters related specifically to the recent operational performance, segment gross margins and anticipated development of the B2B Business, all of which are difficult to predict and inherently subjective and many of which are beyond our control. Please read the information set forth in the section below entitled “Important Information About the Financial Projections.”

B2B Business Financial Projections

The following table provides a summary of the B2B Business financial projections prepared in May 2018:

 
2018E
2019E
2020E
2021E
2022E
 
($ in millions)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
$
12.3
 
$
13.2
 
$
14.7
 
$
16.3
 
$
18.0
 
BoardEx
 
13.5
 
 
15.9
 
 
19.6
 
 
23.2
 
 
26.7
 
Total revenue(1)(2)
$
25.8
 
$
29.1
 
$
34.3
 
$
39.5
 
$
44.8
 
Segment EBITDA:(3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
$
3.5
 
$
3.7
 
$
4.7
 
$
5.9
 
$
7.0
 
BoardEx
 
4.0
 
 
5.2
 
 
7.0
 
 
9.1
 
 
11.3
 
Total Segment EBITDA(1)(2)(5)
$
7.5
 
$
8.9
 
$
11.6
 
$
14.9
 
$
18.2
 
Segment EBITDA Margin:(4)(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
 
28.2
%
 
28.1
%
 
31.8
%
 
36.0
%
 
38.6
%
BoardEx
 
29.8
%
 
32.4
%
 
35.6
%
 
39.1
%
 
42.2
%
(1) Certain total amounts do not sum due to rounding.
(2) Excludes RateWatch from 2018E.
(3) TheStreet uses “Segment EBITDA” as a non-GAAP financial measure, which is defined as EBITDA less (or excluding) corporate allocations. For a definition of EBITDA, see note 6 to the following table under “Updated B2B Business Financial Projections.”
(4) Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by TheStreet may not be comparable to similarly titled amounts used by other companies.
(5) 2018E Segment EBITDA includes $0.6 million of incremental investment in staffing.
(6) TheStreet uses “Segment EBITDA Margin” as a non-GAAP financial measure, which is defined as Segment EBITDA divided by revenue.

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Updated B2B Business Financial Projections

The following table provides a summary of the updated B2B Business financial projections for the 2018 fiscal year, which with regard to revenue and Segment EBITDA were included in the September 2018 Update provided to Euromoney and other potential acquirors of the B2B Business, and for fiscal years 2019 through 2022, which were included in the October 2018 Update provided to the Board and Moelis:

 
2018E
2019E
2020E
2021E
2022E
 
($ in millions)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
$
12.3
 
$
13.2
 
$
14.8
 
$
16.4
 
$
18.2
 
BoardEx
 
13.5
 
 
16.3
 
 
20.0
 
 
23.6
 
 
27.3
 
Total revenue(1)(2)
$
25.9
 
$
29.5
 
$
34.7
 
$
40.0
 
$
45.5
 
Segment EBITDA:(3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
$
3.8
 
$
4.0
 
$
5.1
 
$
6.2
 
$
7.5
 
BoardEx
 
5.0
 
 
5.9
 
 
7.7
 
 
9.8
 
 
12.1
 
Total Segment EBITDA(2)
$
8.8
 
$
9.9
 
$
12.8
 
$
16.0
 
$
19.6
 
Segment EBITDA Margin:(4)(5)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
 
30.8
%
 
30.2
%
 
34.6
%
 
38.2
%
 
41.5
%
BoardEx
 
37.1
%
 
36.1
%
 
38.4
%
 
41.4
%
 
44.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA:(4)(6)(7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
$
0.4
 
$
0.5
 
$
1.5
 
$
2.6
 
$
3.8
 
BoardEx
 
1.6
 
 
2.3
 
 
3.8
 
 
5.8
 
 
7.8
 
Total EBITDA(1)(2)
$
2.0
 
$
2.8
 
$
5.3
 
$
8.4
 
$
11.5
 
EBITDA Margin:(4)(7)(8)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Deal
 
3.3
%
 
4.1
%
 
10.4
%
 
16.1
%
 
20.8
%
BoardEx
 
11.9
%
 
14.0
%
 
18.9
%
 
24.6
%
 
28.4
%
(1) Certain total amounts do not sum due to rounding.
(2) Excludes RateWatch.
(3) TheStreet uses “Segment EBITDA” as a non-GAAP financial measure, which is defined as EBITDA less (or excluding) corporate allocations. For a definition of EBITDA, see note 6 below.
(4) Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by TheStreet may not be comparable to similarly titled amounts used by other companies.
(5) TheStreet uses “Segment EBITDA Margin” as a non-GAAP financial measure, which is defined as Segment EBITDA divided by revenue.
(6) TheStreet uses “EBITDA” as a non-GAAP financial measure, which is defined as results based on GAAP adjusted to exclude interest, income taxes, depreciation and amortization after allocation of corporate overhead.
(7) EBITDA and EBITDA Margin were not included in the September 2018 Update provided to Euromoney and other potential acquirors of the B2B Business.
(8) TheStreet uses “EBITDA Margin” as a non-GAAP financial measure, which is defined as EBITDA divided by revenue.

Important Information About the Financial Projections

While the financial projections summarized in this section were prepared in good faith and management believes the assumptions on which the financial projections were based were reasonable for the scenarios considered, no assurance can be made regarding future events. Since the projections cover multiple years, such information by its nature becomes less predictive with each successive year. The estimates and assumptions underlying the financial projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, the risks and uncertainties described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond TheStreet’s and Euromoney’s control and will be beyond their control following the Sale. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results may differ materially from those reflected in the financial projections, whether or not the Sale is completed.

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The financial projections summarized in this section were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements, or accounting principles generally accepted in the U.S. (“GAAP”). TheStreet’s senior management team prepared the financial projections in good faith and on a reasonable basis based on the best information available to TheStreet’s senior management team at the time such projections were prepared. The financial projections, however, are not actual results and should not be relied upon as being necessarily indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the information provided in this “Certain Financial Projections” section of the proxy statement.

All of the financial projections summarized in this section were prepared by, and are the responsibility of, TheStreet’s senior management team, as indicated. BDO USA, LLP (“BDO”), TheStreet’s independent registered public accounting firm, did not provide any assistance in preparing the financial projections and has not examined, compiled or otherwise performed any procedures with respect to the financial projections and, accordingly, BDO has not expressed any opinion or given any other form of assurance with respect thereto and assumes no responsibility for the prospective financial information. The BDO report incorporated by reference into this proxy statement relates solely to the historical financial information of TheStreet. Such report does not extend to the financial projections and should not be read to do so.

By including in this proxy statement a summary of the financial projections, neither TheStreet nor any of its advisors or representatives has made or makes any representation to any person regarding the ultimate performance of the B2B Business compared to the information contained in the financial projections. TheStreet has made no representation to Euromoney, in the Purchase Agreement or otherwise, concerning the financial projections. The financial projections summarized in this section were prepared during the periods described above and have not been updated to reflect any changes since the date of their preparation or any actual results of the B2B Business. TheStreet undertakes no obligation, except as required by law, to update or otherwise revise the financial projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are not realized, or to reflect changes in general economic or industry conditions.

The inclusion of the financial projections in this proxy statement should not be regarded as an indication that TheStreet, the Board of Directors, Moelis or any party that received the financial projections then considered, or now considers, the financial projections to be necessarily predictive of actual future events, and the financial projections should not be relied upon as such.

The foregoing summary of the financial projections is not included in this proxy statement in order to induce any stockholder of TheStreet to vote in favor of the Sale Proposal or any other Proposals.

Opinion of TheStreet’s Financial Advisor

At the meeting of the Company’s Board of Directors on December 4, 2018 to evaluate and approve the Sale, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated December 4, 2018, addressed to the Company’s Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the opinion, the consideration to be received in the Sale pursuant to the Purchase Agreement by the Company was fair, from a financial point of view, to the Company.

The full text of Moelis’ written opinion dated December 4, 2018, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Company’s Board of Directors (solely in its capacity as such) in its evaluation of the Sale. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the consideration to be received by the Company in the Sale pursuant to the Purchase Agreement and does not address the Company’s underlying business decision to effect the Sale or the relative merits of the Sale as compared to any alternative business strategies or transactions that might be available with respect to the Company. Moelis’ opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or act with respect to the Sale or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

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In arriving at its opinion, Moelis, among other things:

reviewed certain publicly available business and financial information relating to the B2B Business;
reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of the B2B Business furnished to us by the Company, including financial projections provided to or discussed with Moelis by the Company’s management;
conducted discussions with members of senior management and representatives of the Company concerning the publicly available and internal information described in the foregoing, as well as the business and prospects of the B2B Business generally;
reviewed publicly available financial and stock market data of certain companies in lines of business that Moelis deemed relevant;
reviewed the financial terms of certain other transactions, to the extent publicly available, that Moelis deemed relevant;
reviewed a draft, dated December 3, 2018, of the Purchase Agreement;
participated in certain discussions and negotiations among representatives of the Company and Euromoney and their respective advisors; and
conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

In connection with Moelis’ review, with the Company’s consent, Moelis relied on the information supplied to, discussed with or reviewed by it for purposes of its opinion being complete and accurate in all material respects. Moelis did not assume any responsibility for, and Moelis did not undertake any, independent verification of any such information. With the Company’s consent, Moelis relied upon, without independent verification, the assessment of the Company and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial projections referred to above, Moelis assumed, at the direction of the Company’s Board of Directors, that such financial information was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future performance of the B2B Business. Moelis expressed no view as to the reasonableness of any financial projections or the assumptions on which they were based. With the Company’s consent, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion did not address the Company’s underlying business decision to effect the Sale or the relative merits of the Sale as compared to any alternative business strategies or transactions that might be available to the Company or any legal, regulatory, tax or accounting matters. At the Company’s direction, Moelis was not asked to, nor did it, offer any opinion as to any terms of the Purchase Agreement or any aspect or implication of the Sale, except for the fairness of the consideration to be received in the Sale pursuant to the Purchase Agreement from a financial point of view to the Company. In that regard, Moelis’ opinion did not address the value, business, earnings, cash flow, assets, liabilities or prospects of the Company after giving effect to the consummation of the Sale (“RemainCo”), or any aspect or implication of the Sale relating to or affecting RemainCo, whether as a consequence of any effects resulting from the Sale that may adversely affect the value of RemainCo or otherwise, any potential impact on any price that may be achieved in any future sale transaction involving the Company or any allocation of the consideration among the assets to be sold in the Sale and any other assets of the Company. Moelis did not express any opinion as to fair value or the solvency of the Company following the closing of the Sale. In rendering its opinion, Moelis assumed, with the Company’s consent, that the final executed form of the Purchase Agreement will not differ in any material respect from the draft that Moelis reviewed, that the Sale will be consummated in accordance with its terms without any waiver or modification that could be material to its analysis, and that the parties to the Purchase Agreement will comply with all the material terms of the Purchase Agreement. Moelis assumed, with the Company’s consent, that all governmental, regulatory or other consents or approvals necessary for the completion of the Sale will be obtained, except to the extent that could not be material to its analysis.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion and Moelis assumed no responsibility

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to update its opinion for developments after the date hereof. As the Company was aware, the credit, financial and stock markets had been experiencing unusual volatility and Moelis expressed no opinion or view as to any potential effects of such volatility on the Company, the B2B Business or the Sale. Moelis’ opinion did not address the fairness of the Sale or any aspect or implication of the Sale to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of the Company. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Sale, or any class of such persons, relative to the consideration or otherwise.

The following is a summary of the material financial analyses presented by Moelis in connection with its opinion to the Board of Directors of the Company at its meeting held on December 4, 2018. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For purposes of its analyses, Moelis reviewed a number of financial metrics, including the following:

EBITDA — generally the amount of the relevant company’s or business’ earnings before interest, taxes, depreciation, amortization, and any one-time and non-recurring items for a specified time period.
Enterprise Value — generally the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company using the treasury stock method) plus the value as of such date of its net debt (the face amount of total debt and preferred stock, and book value of non-controlling interests, less the amount of cash and cash equivalents, as reflected on its most recently available balance sheet).

Unless the context indicates otherwise, (i) Enterprise Values used in the selected public companies analyses described below were calculated using the market price of the common stock of the selected companies listed below as of December 4, 2018 and (ii) the estimates of the future financial performance of the B2B Business relied upon for the financial analyses described below were based on the October 2018 Update of the Company’s financial projections for the B2B Business described above, which reflected the Company’s allocation of a portion of the Company’s overhead expense to the B2B Business.

Financial Analyses of the Company

Selected Public Companies Analysis.

Given the different business models, product offerings and financial profiles, Moelis selected different publicly traded companies for BoardEx and The Deal.

In connection with its analyses relating to BoardEx, Moelis reviewed financial and stock market information of the selected publicly traded companies noted below that are engaged in the business of providing financial information services. Moelis reviewed, among other things, Enterprise Values of the selected companies as a multiple of estimated EBITDA for the 2019 calendar year. Financial data for the selected companies were based on publicly available consensus research analysts’ estimates, public filings and other publicly available information. The selected companies and certain financial information reviewed by Moelis for the selected companies are summarized below:

(dollars in millions)
 
 
 
Selected Public Company
Enterprise Value
2019 EBITDA
Margin
Enterprise Value
/ 2019E EBITDA
S&P Global Inc.
$
48,067.4
 
 
50.6
%
 
14.2x
 
Moody’s Corporation
$
34,008.4
 
 
48.7
%
 
14.6x
 
IHS Markit Ltd.
$
27,587.6
 
 
41.9
%
 
16.4x
 
Verisk Analytics, Inc.
$
22,747.5
 
 
48.3
%
 
18.4x
 
MSCI Inc.
$
15,204.3
 
 
55.0
%
 
17.9x
 
FactSet Research Systems Inc.
$
9,267.1
 
 
36.7
%
 
17.3x
 

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In connection with its analyses relating to The Deal, Moelis reviewed financial and stock market information of the selected publicly traded companies noted below that are engaged in business to business publishing. Moelis excluded companies with events representing a majority of their revenues given their reduced comparability to companies with predominantly publishing revenues. Moelis reviewed, among other things, Enterprise Values of the selected companies as a multiple of estimated EBITDA for the 2019 calendar year. Financial data for the selected companies were based on publicly available consensus research analysts’ estimates, public filings and other publicly available information. The selected companies and certain financial information reviewed by Moelis for the selected companies are summarized below:

(dollars in millions)
 
 
 
Selected Public Company
Enterprise Value
2019 EBITDA
Margin
Enterprise Value
/ 2019E EBITDA
Euromoney Institutional Investor PLC
$
1,689.5
 
 
27.3
%
 
12.1x
 
Centaur Media Plc
$
87.0
 
 
14.5
%
 
6.1x
 

The mean, median, high and low Enterprise Value to calendar year 2019E multiples for the selected companies used for Moelis’ analyses for BoardEx were 16.5x, 16.8x, 18.4x and 14.2x, respectively. The mean Enterprise Value to calendar year 2019E multiple for the selected companies used for Moelis’ analyses for The Deal was 9.1x. Moelis noted that BoardEx generally compared unfavorably to the selected companies due to its smaller scale and lower EBITDA margins. Moelis noted that Euromoney Institutional Investor PLC had greater diversity in its product offering, had exposure to a range of end markets and was significantly larger, and had greater EBITDA margins, than The Deal and that Centaur Media Plc also had a more diversified product offering with greater EBITDA margins, relative to The Deal.

Moelis then applied ranges of selected multiples derived from its selected companies analyses of 11.0x to 13.0x, reflecting an approximate 1.0x to 3.0x multiple discount for the reasons described above to the low multiple for the selected companies considered above for BoardEx, to the Company’s estimate of BoardEx’s 2019E EBITDA and 7.5x to 8.5x, reflecting an approximate 1.0x multiple discount for the reasons described above to the mean multiple for the selected companies considered above for The Deal, to the Company’s estimate of The Deal’s 2019E EBITDA. Financial data for BoardEx and The Deal were based on financial projections and other information and data provided by the Company’s management. This analysis indicated the following implied aggregate reference range for the B2B Business, as compared to the $87.3 million of Sale consideration:

Implied Reference Range
Sale Consideration
$29.2 million − $34.3 million
$87.3 million

Selected Precedent Transactions Analysis.

For its selected transactions analysis, Moelis also considered different sets of transactions for its consideration of BoardEx and The Deal.

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In connection with its analyses relating to BoardEx, Moelis reviewed financial information of the following selected transactions involving target companies engaged in the business of providing financial information services to enterprise clients announced since 2012 and prior to delivery of Moelis’ opinion on December 4, 2018. Moelis generally reviewed announced transaction values for the selected transactions as a multiple, to the extent information was publicly available, of EBITDA for the latest 12 months or that was otherwise referenced in connection with the announcement of the transaction. Financial data for the relevant transaction was based on publicly available information at the time of announcement of the relevant transaction.

Date
Announced
Target
Acquiror
Enterprise Value/
EBITDA Multiple
08/2018
Dun & Bradstreet, Inc.
Consortium of Financial Investors
 
13.5x
 
06/2018
Bankers Financial Products Corporation (RateWatch)
S&P Global, Inc.
 
13.2x
 
05/2018
Ipreo Holdings LLC
IHS Markit
 
16.1x
 
02/2018
Euromoney Global Market Intelligence Division
Caixin & CITIC Capital
 
10.5x
 
01/2018
Thomson Reuters Financial & Risk Business
Blackstone, GIC & CPPIB
 
10.6x
 
11/2017
Dealogic
ION Investment Group
 
15.5x
 
09/2017
eVestment
Nasdaq
 
16.5x
 
05/2017
Bureau van Dijk
Moody’s
 
28.5x
 
05/2016
Argus Media
General Atlantic
 
20.0x
 
03/2016
Markit Group
IHS
 
12.4x
 
07/2015
SNL Financial
McGraw Hill
 
43.6x
 
10/2014
BoardEx Limited
TheStreet, Inc.
 
12.0x
 
11/2013
Mergermarket
BC Partners
 
13.9x
 

In connection with its analyses relating to The Deal, Moelis reviewed financial information of the following selected transactions involving target companies that are publishers of business to business media products announced since 2012 and prior to delivery of Moelis’ opinion on December 4, 2018 . Moelis excluded transactions involving target companies with events representing significant revenues given their reduced comparability to companies with predominantly publishing revenues. Moelis generally reviewed announced transaction values for the selected transactions as a multiple, to the extent information was publicly available, of EBITDA for the latest 12 months or that was otherwise referenced in connection with the announcement of the transaction. Financial data for the relevant transaction was based on publicly available information at the time of announcement of the relevant transaction.

Date
Announced
Target
Acquiror
Enterprise Value/
EBITDA Multiple
12/2017
Law Business Research
Levine Leichtman
 
10.5
x
03/2017
Incisive Insight
Infopro Digital
 
13.3
x
06/2014
ALM Media
Wasserstein
 
8.0
x
09/2012
The Deal LLC
TheStreet, Inc.
 
NM
(1) 
(1)The Deal had negative EBITDA at the time of its acquisition by TheStreet, Inc.

The mean and median multiples for the selected transactions used for BoardEx were 17.4x and 13.9x, respectively. The mean and median multiples for the selected transactions used for The Deal (excluding multiples that were negative) were 10.6x and 10.5x, respectively. Moelis noted that the upper bound of its selected range for BoardEx reflected a premium to the multiple implied by the sale of RateWatch announced in June 2018. Moelis then noted that in selecting its multiple range for The Deal, it focused on Wasserstein’s acquisition of ALM Media and Levine Leichtman’s acquisition of Law Business Research and placed less weight on the multiple implied by the sale of Incisive Insight due to its greater product diversity compared to The Deal. Moelis then applied ranges of selected multiples derived from the selected transactions of 13.0x to 15.0x to the Company’s estimate of 2018E EBITDA for BoardEx and 8.0x to 10.5x to the Company’s estimate of 2018E EBITDA for The Deal. Financial data for the Company was based on financial projections and other information

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and data provided by the Company’s management. This analysis indicated the following implied reference range for the B2B Business, as compared to the $87.3 million of Sale consideration:

Implied Reference Range
Sale Consideration
$24.2 million – $28.4 million
$87.3 million

Discounted Cash Flow Analysis. Moelis performed a discounted cash flow analysis of the B2B Business using financial projections and other information and data provided by the Company’s management to calculate the present value of the estimated future unlevered free cash flows projected to be generated by the Company. In performing the discounted cash flow analysis, Moelis utilized a range of discount rates of 12.0% to 16.0% to calculate estimated present values as of December 31, 2018 of (i) the Company’s estimated after-tax unlevered free cash flows for the fiscal years ending December 31, 2019 through December 31, 2022 and (ii) estimated terminal values derived by applying a range of multiples of 8.5x to 10.5x to the Company’s estimate of EBITDA for the B2B Business in fiscal year ending December 31, 2023. Moelis noted that it selected a terminal multiple range after reviewing blended ten-year average trading multiples for selected publicly traded companies and applying a discount given the B2B Business’ relatively smaller scale. Moelis selected its range of discount rates based on an estimate of the weighted average cost of capital for the B2B Business that reflected a derived cost of equity using (i) the capital asset pricing model and (ii) a size premium based on public companies with equity values similar to the B2B Business. This analysis indicated the following implied reference range for the B2B Business, as compared to the $87.3 million of Sale consideration:

Implied Per Share Reference Range
Sale Consideration
$76.1 million – $103.5 million
$87.3 million

Miscellaneous

This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

No company or transaction used in the analyses described above is identical to the B2B Business or the Sale. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither the Company, nor Moelis or any other person assumes responsibility if future results are materially different from those projections.

The consideration payable by Euromoney in the Sale was determined through arms’ length negotiations between the Company and Euromoney and was approved by the Board of Directors of the Company. Moelis did not recommend any specific consideration to the Company or its Board of Directors, or that any specific amount or type of consideration constituted the only appropriate consideration for the Sale.

Moelis acted as financial advisor to the Company in connection with the Sale and will receive a fee for its services, currently estimated to be approximately $3.0 million in the aggregate, $200,000 of which became payable upon Moelis’ retention, $1.0 million of which became payable in connection with the delivery of its opinion, regardless of the conclusion reached therein, and the remainder of which is contingent upon the consummation of the Sale. However, payment of a portion of this fee will be deferred while TheStreet continues to review and explore strategic options for the B2C Business in order to maximize value for all stockholders.

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Moelis continues to be engaged under its engagement letter as financial advisor to the Company in connection with one or more potential additional transactions involving the Company and its B2C Business. In addition, the Company has agreed to indemnify Moelis for certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

Moelis’ affiliates, employees, officers and partners may at any time own securities of the Company and Euromoney. Moelis may in the future provide investment banking and other services to the Company and Euromoney unrelated to the Sale and may receive compensation for such services.

The Board of Directors of the Company selected Moelis as its financial advisor in connection with the Sale because Moelis has substantial experience in similar transactions. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

Material U.S. Federal Income Tax Consequences of the Sale

The following discussion is a general summary of the anticipated material U.S. federal income tax consequences of the Sale. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, currently applicable and proposed Treasury Regulations under the Code and published rulings and decisions, all as currently in effect as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement. No rulings have been requested or received from the Internal Revenue Service (the “IRS”) as to the tax consequences of the Sale and there is no intent to seek any such ruling. Accordingly, no assurance can be given that the IRS will not challenge the tax treatment of the Sale discussed below or, if it does challenge the tax treatment, that it will not be successful.

The Sale will be treated for U.S. federal income tax purposes as a taxable sale of assets upon which TheStreet will recognize gain or loss. The amount of gain or loss TheStreet recognizes with respect to the Sale will be measured by the difference between the amount realized by TheStreet on the sale of the assets and TheStreet’s tax basis in those assets. The amount realized by TheStreet on the Sale will include the amount of cash received, the fair market value of any other property received, total liabilities assumed or taken by Euromoney and will be reduced by the amount of selling costs. For purposes of determining the amount realized by TheStreet with respect to specific assets, the total amount realized by TheStreet will generally be allocated among the assets according to the rules set forth in Section 1060(a) of the Code. TheStreet’s basis in its assets is generally equal to their cost, as adjusted for certain items, such as depreciation. The determination of whether TheStreet will recognize gain or loss will be made with respect to each of the assets to be sold. Accordingly, TheStreet may recognize gain on the sale of certain assets and loss on the sale of certain other assets, depending on the amount of consideration allocated to an asset as compared with the basis of that asset. To the extent the Sale results in TheStreet recognizing a net gain for U.S. federal income tax purposes, it is anticipated that TheStreet’s available net operating loss carryforwards will offset all or a substantial part of such gain.

This summary is not a complete description of all of the tax consequences of the Sale that may be relevant to you. Stockholders should consult their own tax advisers for advice regarding the U.S. federal, state, local and other tax consequences if proceeds from the Sale are distributed or paid to stockholders.

Accounting Treatment of the Sale

The Sale will be accounted for as a “sale of a business” by TheStreet, as that term is used under accounting principles generally accepted in the U.S. (“GAAP”), for accounting and financial reporting purposes.

Governmental and Regulatory Approvals

TheStreet and Euromoney have mutually determined that the Sale does not require notification under the HSR Act. They have further determined that no antitrust or competition law approvals are required to be applied for or obtained in any jurisdiction outside the United States.

No Appraisal Rights

Under the DGCL, appraisal rights are not available to any stockholder in connection with the Sale, regardless of whether such stockholder votes for or against the approval of the Sale Proposal, because the Sale does not constitute a merger or consolidation.

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Employment Matters

Effective immediately prior to the closing date of the Sale, TheStreet will: (i) transfer the employment of employees providing services exclusively to the B2B Business or otherwise specified as transferring in connection with the Sale (each such employee, a “B2B Business Employee”), who are not currently employees of The Deal, L.L.C. or any of its subsidiaries, along with their employment contracts, to The Deal, L.L.C. or one of its subsidiaries or, as instructed by Euromoney, to Euromoney or a subsidiary of Euromoney; (ii) terminate or transfer the employment of certain employees who are employed by The Deal, L.L.C. or any of its subsidiaries, but who do not perform services exclusively for the B2B Business and who are not otherwise specified as transferring in connection with the Sale, and pay any severance or similar obligations resulting from such termination or transfer; and (iii) assign certain service contracts with TheStreet to The Deal, L.L.C. or one of its subsidiaries, such that such contracts will be fully enforceable by The Deal, L.L.C. or one of its subsidiaries.

For B2B Business Employees who are employed by Euromoney or The Deal, L.L.C. or any of their subsidiaries immediately following the closing date of the Sale (each such employee, a “Continuing Employee”), Euromoney will maintain, (i) for the 12 months immediately following such closing date, at least the same base salary or wage rate, (ii) until December 31, 2019, the same annual cash incentive opportunities as those provided to the Continuing Employees immediately prior to the closing and (iii) for the 12 months immediately following such closing date, employee benefits, which are substantially comparable in the aggregate to those provided to similarly situated employees of Euromoney and its subsidiaries from time to time, subject to certain exceptions. From and after the closing of the Sale, subject to certain exceptions, each Continuing Employee will receive full credit for such Continuing Employee’s service with The Deal, L.L.C., its subsidiaries or any predecessor for purposes of determining eligibility for benefits under employee benefit plans or arrangements maintained by Euromoney or its subsidiaries and for purposes of determining benefit accrual under vacation plans and severance plans maintained by Euromoney or its subsidiaries.

Euromoney will also waive for each Continuing Employee and his or her dependents, any restriction that would prevent immediate or full participation under the applicable welfare plans of Euromoney or any of its subsidiaries to the extent such restriction would not have been applicable to such Continuing Employee under the terms of the welfare plans of The Deal, L.L.C. or any of its subsidiaries. In addition, Euromoney will give full credit to each Continuing Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Closing in the same plan year as the closing of the Sale, and for any lifetime maximums, subject to certain exceptions.

As of immediately prior to the closing of the Sale, the employment of each B2B Business Employee who is not an employee of Deal and is on an approved leave of absence or on short-term or long-term disability, in each case, as of the closing of the Sale will remain employed by TheStreet. In the event that any such employee returns to active employment within six (6) months immediately following the closing date of the Sale (or such longer period as required by applicable law), Euromoney will, or will cause its affiliates to, offer employment to such employee commencing on the date on which such employee is first released to return to active employment. For the avoidance of doubt, TheStreet will be responsible for all obligations, claims and liabilities for such employee arising prior to the date on which such employee becomes employed by Euromoney or its affiliates.

TheStreet will indemnify and hold harmless Euromoney and its subsidiaries for any liability under the WARN Act or similar foreign, state, or local layoff notice law or statute with respect to current or former B2B Business Employees arising from the actions of TheStreet or any of its subsidiaries prior to the closing date of the Sale. TheStreet will also indemnify and hold harmless Euromoney and its affiliates (including The Deal, L.L.C. and its subsidiaries after the closing date) from and against all losses arising from or relating to a benefit plan maintained by TheStreet.

Treatment of B2B Business Employee Stock Options and Restricted Stock Units

TheStreet previously granted equity awards under its 2007 Performance Incentive Plan, as amended from time to time (the “2007 Plan” and equity awards granted thereunder, the “Plan Equity Awards”) or, in certain instances, inducement awards outside the 2007 Plan (together with the Plan Equity Awards, the “Equity Awards”). On December 4, 2018, the Compensation Committee determined to fully accelerate the vesting of all unvested Equity Awards effective as of immediately prior to, and contingent upon, the closing of the Sale so that all employees holding unvested equity awards could participate in the proceeds resulting from the Sale. In making its determination, the Compensation Committee considered (i) the number, and value related to, the

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Equity Awards that would remain unvested after taking into account the Sale and any existing accelerated vesting rights, and (ii) whether there would be a negative effect on morale for the employees remaining with TheStreet following the closing of the Sale if those employees did not have the ability to participate in the distribution of the proceeds resulting from the Sale with respect to their unvested Equity Awards on the same basis as the B2B Business Employees, whose awards would be accelerating in connection with the Sale.

Interests of Certain Persons in the Sale

In considering the recommendation of the Board of Directors that TheStreet’s stockholders vote “FOR” the Sale Proposal, you should be aware that TheStreet’s directors and executive officers have financial interests in the Sale that may be in addition to, or different from, their interests as stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Sale. Stockholders should take these benefits into account in deciding whether to vote for the Sale Proposal. As described in more detail below, these interests include:

accelerated vesting, upon the effective time of the Sale, of the Equity Awards, held by non-employee directors and executive officers, as described in more detail below under the section captioned “—Accelerated Vesting of Equity Awards”;
cash severance payments and benefits under individual Transaction Severance Agreements upon certain types of terminations of employment occurring prior to or following the Sale, as further described below under the section captioned “—Existing Transaction Severance Agreements”;
new compensation arrangements for Eric Lundberg and Margaret de Luna that will become effective upon the closing of the Sale, as further described below under the section captioned “—Future Arrangements with TheStreet”;
a new employment agreement between Jeffrey Davis and a subsidiary of Euromoney that will become effective upon the closing of the Sale, as further described below under the section captioned “—Future Arrangements with Euromoney”;
stay bonuses for certain executive officers of TheStreet, as further described below under the section captioned “—2018 Stay Bonuses”; and
the 2018 annual cash bonuses for all the executive officers of TheStreet, as further described below under the section captioned “—2018 Annual Bonuses.”

For further information with respect to the arrangements between TheStreet and its executive officers, directors and affiliates described in this section, as well as other arrangements between TheStreet and its executive officers, directors and affiliates, please see our Definitive Proxy Statement filed pursuant to Regulation 14A on April 16, 2018.

Accelerated Vesting of Equity Awards

On December 4, 2018, the Compensation Committee determined to fully accelerate the vesting of all unvested Equity Awards effective as of immediately prior to, and contingent upon, the closing of the Sale so that all employees holding unvested equity awards could participate in the proceeds resulting from the Sale. In making its determination, the Compensation Committee considered (i) the number, and value related to, the Equity Awards that would remain unvested after taking into account the Sale and any existing accelerated vesting rights, and (ii) whether there would be a negative effect on morale for the employees remaining with TheStreet following the closing of the Sale if those employees did not have the ability to participate in the distribution of the proceeds resulting from the Sale with respect to their unvested Equity Awards on the same basis as the B2B Business Employees, whose awards would be accelerating in connection with the Sale.

The amounts listed in the table below represent (i) the number of unvested stock options and restricted stock units that will be held by each executive officer and director of TheStreet, assuming the Sale closes on January 31, 2019 and (ii) the estimated intrinsic value of each executive officer and director’s unvested stock options and restricted stock units. “Intrinsic value” in the case of unvested stock options refers to the amount equal to (i) the excess of (a) $2.05, the average closing market price of TheStreet’s securities over the first five business days following the first public announcement of the Sale, over (b) the exercise price of the option multiplied by (ii) the number of shares subject to the option. “Intrinsic value” in the case of unvested restricted

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stock units refers to the amount equal to (i) $2.05, the average closing market price of TheStreet’s securities over the first five business days following the first public announcement of the Sale, multiplied by (ii) the number of restricted stock units.

Name
Unvested
Options on
1/31/19
Unvested
RSUs on
1/31/19
Intrinsic
Value
David Callaway
 
166,667
 
 
166,667
 
$
484,335
 
Eric Lundberg
 
 
 
133,333
 
$
273,067
 
Jeffrey Davis
 
55,556
 
 
80,000
 
$
223,730
 
Margaret de Luna
 
8,334
 
 
110,000
 
$
232,014
 
Lawrence S. Kramer
 
51,667
 
 
55,555
 
$
151,591
 
James J. Cramer
 
 
 
666,667
 
$
1,365,334
 
Bowers Espy
 
20,000
 
 
33,333
 
$
73,226
 
Sarah Fay
 
20,000
 
 
33,333
 
$
73,226
 
Kevin Rendino
 
10,000
 
 
33,333
 
$
70,746
 
Betsy Morgan
 
20,000
 
 
33,333
 
$
73,226
 
Stephen Zacharias
 
20,000
 
 
33,333
 
$
73,226
 

Existing Transaction Severance Agreements

On May 18, 2018, following the Compensation Committee’s annual review of executive severance, the Compensation Committee approved new Transaction Severance Agreements for our executive officers, which provide for the following benefits in the event of a termination without Cause or resignation for Good Reason (each, as defined in the applicable agreement) during a “protective period,” beginning 30 days prior to and ending 18 months following a Transaction (as defined in the applicable agreement): (x) severance payments equal to 18 months of his or her then-current base salary in the case of David Callaway and Eric Lundberg, and 12 months of his or her then-current base salary in the case of Jeffrey Davis and Margaret de Luna; and (y) Company-paid COBRA premiums for up 18 months in the case of Mr. Callaway and Mr. Lundberg, and for up to 12 months in the case of Mr. Davis and Ms. de Luna. In order to receive such severance payments and benefits, each executive officer is required to execute a release of claims and comply with certain post-termination restrictions, which among other things, include complying with certain non-competition, non-solicitation, non-disparagement and confidentiality restrictions. The cash severance payments will be paid in accordance with TheStreet’s then current payroll schedule over the course of 18 to 12 months, as applicable, with the first payment beginning on the first payroll date following the date that the release becomes effective and irrevocable.

Contingent upon and effective as of the consummation of the Sale, David Callaway will be stepping down as TheStreet’s Chief Executive Officer given the reduced size of TheStreet’s operations following the Sale and upon his departure, Mr. Callaway will become entitled to the severance benefits under his Transaction Severance Agreement, subject to him satisfying the conditions described above. In addition, contingent upon and effective as of the consummation of the Sale, Eric Lundberg will forfeit the cash severance rights under his Transaction Severance Agreement for cash retention awards and Margaret de Luna’s benefits under her Transaction Severance Agreement will be modified, in each case, as further described below under the section captioned “—Future Arrangements with TheStreet.” Further, Jeffrey Davis has entered into an employment agreement with a subsidiary of Euromoney, which will become effective upon the consummation of the Sale and provides for severance benefits that will supersede his benefits under his Transaction Severance Agreement.

Future Arrangements with TheStreet

Eric Lundberg

In connection with David Callaway’s departure, Eric Lundberg, TheStreet’s current Chief Financial Officer, will be appointed Chief Executive Officer, contingent upon and effective as of the consummation of the Sale, and will also continue to serve as Chief Financial Officer. In recognition of the increased duties and responsibilities associated with his appointment as Chief Executive Officer, Mr. Lundberg will receive an increase in his annual base salary to $450,000, contingent upon and effective as of the consummation of the Sale. As an incentive for his continued service and dedication to TheStreet following the Sale, Mr. Lundberg will also have the

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opportunity to earn: (i) a cash award of $300,000 payable in a single lump sum upon the six (6) month anniversary of the closing date of the Sale, subject to his continued employment with TheStreet through such date, (ii) a cash award of $300,000 payable in a single lump sum upon the 12 month anniversary of the closing date of the Sale, subject to his continued employment with TheStreet through the six (6) month anniversary of the closing date of the Sale, and (iii) a cash award of $200,000 payable in 12 monthly installments, with the first installment being made on the first payroll date following the closing date of the Sale, subject to his continued employment with TheStreet through each applicable payment date.

Mr. Lundberg will receive the cash awards described in clauses (i) and (ii) above unless he voluntarily terminates without Good Reason (as defined in his Transaction Severance Agreement) prior to the six (6) month anniversary of the closing date of the Sale. If TheStreet terminates his employment without Cause (as defined in his Transaction Severance Agreement) or if he resigns for Good Reason, Mr. Lundberg will receive any unpaid portion of the cash awards described in clause (iii) above. If any cash bonus is paid to Mr. Lundberg following his termination of employment, payment of such cash bonus will be conditioned upon his execution of a release of claims and complying with certain post-termination restrictions, which among other things, include complying with certain non-competition, non-solicitation, non-disparagement and confidentiality restrictions. Upon Mr. Lundberg’s termination of employment, he will be entitled to the COBRA benefits described in his Transaction Severance Agreement. In consideration for such benefits, Mr. Lundberg will not have the right to resign for Good Reason under his Transaction Severance Agreement as of the closing of the Sale and his right to resign for Good Reason following the consummation of the Sale will be determined based on reference to his authority, duties and responsibilities as in effect immediately following the consummation of the Sale. In addition, Mr. Lundberg will forfeit his right to any severance benefits that are provided for in his Transaction Severance Agreement or any other severance arrangement with TheStreet.

Margaret de Luna

Contingent upon and effective as of the consummation of the Sale, Margaret de Luna, President of TheStreet.com, will be promoted to President and Chief Operating Officer of TheStreet. In recognition of the increased duties and responsibilities associated with her promotion to Chief Operating Officer, Ms. de Luna will receive an increase in her annual base salary to $450,000, contingent upon and effective as of the consummation of the Sale. As an incentive for her continued service and dedication to TheStreet following the Sale, Ms. de Luna will also have the opportunity to earn: (i) a cash award of $50,000 payable in a single lump sum upon the six (6) month anniversary of the closing date of the Sale (the “First Cash Award”) and (ii) a cash award of $50,000 payable in a single lump sum upon the 12 month anniversary of closing date of the Sale (the “Second Cash Award” and together with the First Cash Award, the “Cash Awards”), subject in each case to her continued employment with TheStreet through the applicable payment date.

Payment of the Cash Awards will accelerate upon certain events occurring during the relevant six (6) month period for each Cash Award, including the consummation of the sale or dissolution of TheStreet’s B2C Business, the sale of the premium subscription business, a termination of her employment without Cause or a resignation for Good Reason (each, as defined in her Transaction Service Agreement) and certain other circumstances. Further, if Ms. de Luna becomes entitled to the severance benefits set forth in her Transaction Severance Agreement with TheStreet prior to the payment of her annual cash bonus for fiscal year 2019, in addition to such severance benefits, she will receive a pro-rata annual cash bonus for fiscal year 2019 based on the number of days she is employed in fiscal year 2019 by TheStreet; provided, however, that if her termination of employment occurs after December 31, 2019, then she will instead receive the bonus she would have received for fiscal year 2019, based on actual company performance, provided further that any achievement against her individual performance metric for fiscal year 2019 will not be less than 100% achievement. Ms. de Luna’s severance rights under her Transaction Severance Agreement will become permanent following the closing date of the Sale rather than expire on 18-month anniversary of the closing date of the Sale. In consideration for such benefits, Ms. de Luna will not have the right to resign for Good Reason under her Transaction Severance Agreement and her right to resign for Good Reason following the consummation of the Sale will be determined based on reference to her authority, duties and responsibilities as in effect immediately following the consummation of the Sale.

Future Arrangements with Euromoney

In connection with the Sale, Jeffrey Davis entered into an employment agreement with Institutional Investor LLC, a subsidiary of Euromoney, which will become effective upon the consummation of the Sale. The employment agreement provides for an annual base salary of $475,000 a year and Mr. Davis will be eligible to

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earn an annual bonus for 2019 of up to 100% of his salary, which will be pro-rated for fiscal 2019. Mr. Davis is also entitled to up to $10,000 in company-paid tax preparation benefits and Institutional Investor LLC will reimburse him for any additional taxes that he incurs during his first 12 months of employment, up to $50,000, by reason of his performance of services in the United Kingdom. In the event that Mr. Davis is terminated without Cause or resigns for Good Reason (each, as defined in his employment agreement), Mr. Davis will receive (x) severance payments equal to six (6) months of his then-current base salary; and (y) company-paid COBRA premiums for up six (6) months. Mr. Davis may also terminate his employment at any time by giving six (6) months’ advance notice and Institutional Investor LLC may elect to pay Mr. Davis his salary through the end of the notice period without requiring Mr. Davis to do any work or come to the office.

Mr. Davis will also be granted a performance-based equity award with an initial value of $237,500 in May 2019 and a performance-based equity award with an initial value of $475,000 in December 2019, which in each case will vest, if at all, following the conclusion of a three-year performance period. The performance conditions are expected to be based on earnings per share and operating margin goals weighed at 75% and 25%, respectively.

2018 Stay Bonuses

In May 2017, TheStreet entered into Stay Bonus Agreements with the executive officers, other than David Callaway, as an incentive for their continued focus and dedication to TheStreet through the closing of a transaction like the Sale. Consequently, each of the executive officers will earn a bonus in the amount set forth in the table below, subject to the applicable executive officer signing and not revoking a release of claims within 60 days following the closing date of the Sale. If TheStreet terminates an executive officer’s employment without “Cause” (as defined in the Stay Bonus Agreement) within 30 days prior to the closing, such executive officer will receive the full amount of the bonus, less applicable withholdings, subject to him or her signing and not revoking a release of claims within 74 days following his or her termination date.

Each executive officer’s bonus will be paid in a single lump sum in cash, less applicable withholdings, on the first payroll date following the date that the release becomes effective and irrevocable, but in no event prior to the closing of the Sale.

Name
Stay
Bonus
Eric Lundberg
$
250,000
 
Jeffrey Davis
$
250,000
 
Margaret de Luna
$
250,000
 

2018 Annual Bonuses

On December 4, 2018, the Compensation Committee determined the estimated amount of annual cash bonuses for fiscal year 2018 based on company and individual performance to date (the “FY18 Estimated Bonus Amounts”) and determined that 70% of the FY18 Estimated Bonus Amount is currently payable and that such amounts will paid in a lump sum in December 2018.

Following the close of fiscal year 2018, the Compensation Committee will, with input from management, recalculate the fiscal year 2018 annual cash bonus amounts based on the actual achievement against the company-based financial goals for fiscal year 2018 to determine the final amounts of the cash bonuses for fiscal year 2018 and following the calculation of the final fiscal year 2018 bonus amounts, the Compensation Committee will approve and TheStreet will payout a true-up bonus to each person eligible for a cash bonus in an amount equal to the excess, if any, of the final fiscal year 2018 bonus amount over the initial bonus payment for such person.

The amounts in the table below represent the forecasted full amount of each executive officer’s bonus for fiscal year 2018, as determined based on the estimated company performance as of the date hereof, which include the estimated true-up bonus. The FY18 Estimated Bonus Amounts were based on results for the majority of the year and, therefore, the Company does not anticipate a material difference between the Estimated 2018 Annual Bonuses set forth below and the actual ultimate annual bonuses that will be paid for fiscal year 2018.

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Name
Estimated
2018 Annual
Bonus
David Callaway
$
109,740
 
Eric Lundberg
$
143,743
 
Jeffrey Davis
$
125,490
 
Margaret de Luna
$
58,986
 

Compensation Related to the Sale or Subsequent Termination

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers that is based on or otherwise relates to the Sale. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that an executive officer receives may materially differ from the amounts set forth in the table.

The table below assumes that (a) the Sale will occur on January 31, 2019, (b) the employment of the executive officer will be terminated upon or immediately following the Sale, entitling the executive officer to receive severance payments and benefits, (c) the executive officer’s equity awards will accelerate on January 31, 2019, (d) no executive officer receives any additional equity grants on or prior to the Sale, and (e) other than with respect to Eric Lundberg, no executive officer enters into any other new agreements or is otherwise legally entitled to, prior to the Sale, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the assumed date of the Sale, or the value of payments or benefits that are not based on or otherwise related to the Sale. In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on both the occurrence of the Sale as well as the executive officer’s termination of employment as being payable on a “double-trigger” basis and we refer to payments that are conditioned only upon the occurrence of the Sale as being payable on a “single-trigger” basis. The individuals named below represent the executive officers that would be listed in our annual proxy with respect to the fiscal year ending December 31, 2017.

Name
Cash(1)
Equity(2)
Perquisites/
Benefits(3)
Other(4)(5)(6)
Total
David Callaway
$
772,500
 
$
484,335
 
$
36,000
 
$
109,740
 
$
1,402,575
 
Eric Lundberg
 
 
$
273,067
 
$
36,000
 
$
1,193,743
 
$
1,502,810
 
Jeffrey Davis
$
237,500
 
$
223,730
 
$
12,000
 
$
375,490
 
$
848,720
 
(1)In the case of Mr. Callaway, represents cash severance payable pursuant to Mr. Callaway’s Transaction Severance Agreement with TheStreet, the material terms of which are summarized under the heading “Existing Transaction Severance Agreements” above. In the case of Mr. Davis, represents cash severance payable pursuant to Mr. Davis’ new employment agreement with a subsidiary of Euromoney that will become effective upon the closing of the Sale, as further described above under the section captioned “—Future Arrangements with Euromoney.” Such cash severance benefits are payable on a “double trigger” basis. While Mr. Lundberg has severance protection with respect to his cash awards because the full amount of his cash awards is included in the “Other Column,” such amounts are not included here to avoid double counting.
(2)Represents the estimated intrinsic value of each executive officer and director’s unvested stock options and restricted stock units. “Intrinsic value” in the case of unvested stock options refers to the amount equal to (i) the excess of (a) $2.05, the average closing market price of TheStreet’s securities over the first five business days following the first public announcement of the Sale, over (b) the exercise price of the option multiplied by (ii) the number of shares subject to the option. “Intrinsic value” in the case of unvested restricted stock units refers to the amount equal to (i) $2.05, the average closing market price of TheStreet’s securities over the first five business days following the first public announcement of the Sale, multiplied by (ii) the number of restricted stock units.
(3)Represents the estimated cost of continued health plan coverage based on an assumed monthly COBRA premium of $2,000 during the applicable severance period that is payable under the terms of the severance arrangements between such executive and TheStreet, or in the case of Mr. Davis, a subsidiary of Euromoney, the material terms of which are summarized under the headings “Existing Transaction Severance Agreements,” “Future Arrangements with TheStreet” and “Future Arrangements with Euromoney” above. Such COBRA benefits are payable on a “double trigger” basis.
(4)Includes the one-time stay bonuses of $250,000 and $250,000 for Messrs. Lundberg and Davis. The amount and material terms of each executive officer’s bonus payment are summarized under the heading “Stay Bonuses” above. Such bonuses are payable on a “single trigger” basis.

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(5)Includes the estimated full value of 2018 annual cash bonuses payable to Messrs. Callaway, Lundberg and Davis, as described under “2018 Annual Bonuses,” above. The amount and material terms of each executive officer’s bonus is set forth in the table “2018 Bonus Payments,” above. Such bonuses would be not considered either “single trigger” or “double trigger” because they will be paid even if the Sale does not occur and are conditioned on actual performance. They are being included here in an abundance of caution because in connection with the Sale, the decision was made to calculate and pay out 70% of the bonus amounts early and to pay the remainder following the end of the fiscal year.
(6)Includes the aggregate value of Mr. Lundberg’s cash awards, the amounts and material terms of which are summarized under the heading “Existing Transaction Severance Agreements” above. Mr. Lundberg’s cash awards would be considered “double trigger” in nature in the sense that he would also be paid such awards if the Sale is consummated and he experiences a qualifying termination of employment.

Agreements Related to the Sale

The Purchase Agreement

The following discussion sets forth the material terms of the Purchase Agreement and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference into this proxy statement. This summary may not contain all of the information about the Purchase Agreement that is important to you. You should refer to the full text of the Purchase Agreement for details of the transaction and the terms and conditions of the Purchase Agreement.

For purposes of the following discussion, we refer to The Deal, L.L.C. and its consolidated subsidiaries collectively as “The Deal,” unless otherwise indicated or the context otherwise requires.

Additionally, the representations, warranties and covenants described in this summary and contained in the Purchase Agreement have been made only for the purpose of the Purchase Agreement and, as such, are intended solely for the benefit of TheStreet and Euromoney. In many cases, these representations, warranties and covenants are subject to limitations agreed upon by the parties and are qualified by certain disclosures exchanged by the parties in connection with the execution of the Purchase Agreement. Furthermore, many of the representations and warranties contained in the Purchase Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about TheStreet and Euromoney, their respective subsidiaries and affiliates or any other party. Likewise, any references to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors or stockholders. Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the Purchase Agreement or may change in the future, and these changes may not be fully reflected in the public disclosures made by TheStreet and Euromoney. As a result of the foregoing, you are strongly encouraged not to rely on the representations, warranties and covenants contained in the Purchase Agreement, or any descriptions thereof, as accurate characterizations of the state of facts or condition of TheStreet, Euromoney or any other party. You are likewise cautioned that you are not a third-party beneficiary under the Purchase Agreement and do not have any direct rights or remedies pursuant to the Purchase Agreement.

Purchase and Sale of the B2B Business

Upon the terms and subject to the conditions of the Purchase Agreement, Euromoney will purchase all of the membership interests of The Deal, L.L.C., a wholly owned subsidiary of TheStreet, from TheStreet. By acquiring the membership interests of The Deal, L.L.C., Euromoney will also acquire the subsidiaries of The Deal, L.LC., including Management Diagnostics Limited and its subsidiaries, which comprise the BoardEx business.

Consideration to be Received by TheStreet

Pursuant to the terms of the Purchase Agreement, the Purchase Price consists of $87.3 million in cash, subject to adjustment, including based on the working capital, cash and outstanding indebtedness of the B2B Business as of the closing of the Sale. At the closing of the Sale, approximately $0.6 million of the Purchase Price will be deposited into an escrow account to cover potential Purchase Price adjustment payments, if any, and as security for the performance of our tax indemnification obligations under the Purchase Agreement. The remaining $86.7 million of the Purchase Price will be paid to TheStreet at the closing, subject to adjustment as described in this proxy statement.

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Representations and Warranties

The Purchase Agreement contains customary representations and warranties made by TheStreet to Euromoney. Specifically, the representations and warranties of TheStreet regarding it and its subsidiaries (including The Deal) in the Purchase Agreement (many of which are qualified by concepts of knowledge, materiality and/or dollar thresholds and are further modified and limited by confidential disclosure schedules delivered by TheStreet to Euromoney, as may or may not be specifically indicated in the text of the Purchase Agreement) relate to the following subject matters, among other things:

the organization, existence and good standing of TheStreet and The Deal and its subsidiaries;
TheStreet’s corporate power and authority to enter into the Purchase Agreement and the other transaction agreements and to consummate the transactions contemplated thereby, and the enforceability of the Purchase Agreement;
the approval of the Purchase Agreement and the transactions contemplated thereby by the Board of Directors;
the absence of conflicts with or defaults under the organizational documents of TheStreet, The Deal or its subsidiaries, material contracts of The Deal, applicable law or required permits or approvals from governmental authorities;
consents and approvals by governmental authorities;
the capitalization of The Deal and its subsidiaries;
certain financial information of The Deal and its subsidiaries;
the absence of undisclosed liabilities of The Deal and its subsidiaries;
legal proceedings and government orders with respect to The Deal and its subsidiaries;
compliance by The Deal and its subsidiaries with applicable laws;
material contracts of The Deal and its subsidiaries;
employee benefits matters with respect to The Deal and its subsidiaries;
employment matters with respect to The Deal and its subsidiaries;
tax matters with respect to The Deal and its subsidiaries;
broker, finder or other fees and expenses;
insurance with respect to The Deal and its subsidiaries;
validity of required permits of The Deal and its subsidiaries;
title to, or leasehold interest in, and condition of certain assets of The Deal and its subsidiaries, including real property;
intellectual property matters with respect to The Deal and its subsidiaries;
environmental matters with respect to The Deal and its subsidiaries;
the absence of certain changes or events affecting The Deal and its subsidiaries since the date of The Deal’s balance sheet delivered to Euromoney;
certain business relationships and related-party transactions regarding The Deal and TheStreet and their respective subsidiaries and affiliates;
compliance by The Deal and its subsidiaries with the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, Office of Foreign Assets Control of the U.S. Department of the Treasury and other relevant sanctions authorities and anti-money laundering laws;
compliance by The Deal and its subsidiaries with applicable laws and contractual commitments with respect to data protection and data privacy;

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sufficiency of the assets of The Deal and its subsidiaries to carry on the B2B Business in the manner in which TheStreet has conducted it;
the Requisite Stockholder Approval;
customers, suppliers and vendors of the B2B Business; and
accounts receivable reflected on the balance sheet and other accounting records.

Many of TheStreet’s representations and warranties are qualified by materiality or by exceptions related to the absence of a material adverse effect. Under the Purchase Agreement, “material adverse effect” with respect to The Deal is defined to mean any change, event, effect, circumstance, fact, condition or occurrence that, individually or taken as a whole together with all other changes, events, effects, circumstances, facts, conditions or occurrences that have occurred or are existing prior to the determination of a material adverse effect, (x) has had or would reasonably be expected to have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of The Deal and its subsidiaries, taken as a whole or (y) prevents, delays or impairs or would reasonably be expected to prevent, delay or impair TheStreet or The Deal from consummating the transactions contemplated by the Purchase Agreement; provided, however, that none of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be a material adverse effect on or in respect of The Deal and its subsidiaries:

any changes in laws or accounting rules (including GAAP);
any change in interest rates or economic, political, business or financial market conditions generally and not specific to The Deal (including any changes in credit, financial, commodities, securities or banking markets);
any change generally affecting any of the industries in which any of The Deal or its subsidiaries operates or the economy as a whole;
the announcement, pendency or completion of the transactions contemplated by the Purchase Agreement;
the compliance with the terms of the Purchase Agreement or any action taken or not taken at the request of Euromoney (provided that any such request is made in writing and prior to the action being taken or not taken, as applicable) or as required or contemplated by the Purchase Agreement;
any natural disaster;
any acts of terrorism, sabotage, war, the outbreak or escalation of hostilities or change in geopolitical conditions; or
any failure of The Deal and its subsidiaries to meet any projections or forecasts;

except, in the case of the first, second, third, sixth and seventh clauses above, to the extent that any such change, event, effect, circumstance, fact, condition or occurrence has a materially disproportionate and adverse effect on the business of The Deal and its subsidiaries relative to other businesses in the industries in which The Deal and its subsidiaries operate.

The Purchase Agreement also contains customary representations and warranties made by Euromoney to TheStreet. Specifically, the representations and warranties of Euromoney in the Purchase Agreement (some of which are qualified by concepts of knowledge and/or materiality) relate to the following subject matters, among other things:

organization, existence and good standing;
corporate power and authority to enter into the Purchase Agreement and perform its obligations thereunder, and the enforceability of the Purchase Agreement;
the absence of conflicts with its organizational documents, other contracts and applicable law;
legal proceedings;