Taskus, Inc. SEC Filings

TaskUs, Inc. ("TASK") has filed a Preliminary Proxy Statement (Schedule 14A) detailing a proposed going-private transaction. On 8 May 2025 the company signed an Agreement and Plan of Merger with Breeze Merger Corporation, a Delaware entity formed by the current control group—BCP FC Aggregator L.P. (Blackstone), the Maddock family trusts, and the Weir family trusts (collectively, the “Continuing Stockholders”). Breeze Merger Corp. will merge with and into TaskUs, with TaskUs surviving as a privately held entity owned by the Continuing Stockholders and any other holders of “Continuing Shares.”

Merger Consideration. At the effective time, each outstanding share of Class A or Class B common stock (other than treasury, excluded, dissenting, or continuing shares) will be automatically cancelled and converted into the right to receive $16.50 in cash per share, without interest. Shareholders who properly exercise appraisal rights under Section 262 of the DGCL will receive the court-determined “fair value” instead of the cash consideration.

Governance and Process.

• The Board created an independent Special Committee to evaluate the deal. After consultation with its own legal and financial advisers—including a fairness opinion from Evercore—the committee unanimously recommended the merger.
• The full Board (excluding directors affiliated with the Continuing Stockholders) unanimously approved the agreement and recommends that shareholders vote “FOR” both the Merger Agreement Proposal and an Adjournment Proposal.
• Voting thresholds: approval requires (i) a majority of total voting power, (ii) majority of Class A shares, (iii) majority of Class B shares, and (iv) a “majority of the minority” vote by Public Stockholders. Because the Continuing Stockholders control a majority of the total vote and have executed Voting Agreements committing their shares to the deal, all approvals other than the minority vote are effectively assured.

Financing. The Blackstone Funds have provided an equity commitment of up to $330 million to Breeze Merger Corp. No financing condition exists.

Conditions & Timing. Closing is conditioned on shareholder approvals, expiration/termination of the HSR waiting period, and absence of legal injunctions. The outside date is 8 Dec 2025. A $39 million company termination fee applies in specified circumstances (e.g., superior proposal).

Implications for Investors.

• Certain, all-cash exit at $16.50 per share.
• Post-closing, TaskUs will be delisted from Nasdaq and deregister under the Exchange Act.
• Minority holders’ ability to influence the outcome is limited; appraisal rights remain the primary recourse for dissenting investors.
• Directors and officers hold equity that will either convert to cash or roll over; Special Committee members receive $100 k cash fees; founders retain controlling interests after the merger.

The Special Meeting will be held virtually on a date to be announced, with a record date also to be fixed. Shareholders are urged to review the full proxy statement, the Merger Agreement (Annex A), and Evercore’s opinion (Annex E) before voting.