Thryv to sell print directories for $142M cash
Thryv agrees to sell its global print directories business for $142 million in cash, planning to reduce debt and sharpen its focus on its AI-powered SaaS platform.
Rhea-AI Filing Summary
Thryv Holdings, Inc. (THRY) entered into a definitive Asset Purchase Agreement for its subsidiary Thryv, Inc. to sell its print directories business to an affiliate of Carolwood L.P. for an all‑cash purchase price of $142 million, subject to customary purchase price adjustments and closing conditions. The business sold comprises Yellow and White Pages print directories in the United States, Australia and New Zealand, related digital editions, and Australia White Pages online.
Thryv will retain its Internet Yellow Pages and other online properties and intends to use the net proceeds to repay outstanding debt and other liabilities, which the company states will further strengthen its balance sheet and is expected to materially improve its financial profile. Closing is expected in the fourth quarter of 2026, after which Thryv will provide certain services under a management services agreement to support operational continuity. The transaction aligns with Thryv’s strategy to focus on its AI-powered Growth Platform serving approximately 100,000 small-business software customers globally.
Positive
- Thryv is monetizing a legacy print asset for $142 million in cash, providing liquidity that can be redeployed into its core AI-powered SaaS platform.
- The company plans to use net proceeds to repay outstanding debt and other liabilities, which it states will further strengthen its balance sheet.
- Management expects the divestiture to materially improve the company’s financial profile on a go‑forward basis, supporting its ongoing business transformation.
Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Cash consideration: $142 million
Expected closing period: Fourth quarter of 2026
Customers using Thryv software: Approximately 100,000 businesses
+1 more
4 metrics
Cash consideration
$142 million
All-cash purchase price for the sale of the print directories business, subject to adjustments
Expected closing period
Fourth quarter of 2026
Anticipated closing timing for the divestiture, subject to customary conditions
Customers using Thryv software
Approximately 100,000 businesses
Global businesses using Thryv’s AI-powered growth platform
Common Stock par value
$0.01 per share
Par value of Thryv Holdings, Inc. common stock listed on Nasdaq
Key Terms
Asset Purchase Agreement, representation and warranty insurance, customary closing conditions, management services agreement, +1 more
5 terms
Asset Purchase Agreement legal
"entered into an Asset Purchase Agreement with Coldwater YP, LLC"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
representation and warranty insurance legal
"The Purchase Agreement contains customary representations and warranties and covenants, provides for representation and warranty insurance"
customary closing conditions legal
"subject to the satisfaction or waiver of customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
management services agreement legal
"Thryv and Carolwood will enter into a management services agreement"
A management services agreement is a contract where one party hires another to run specific business functions—like finance, operations, or marketing—on its behalf, similar to hiring an external manager to run part of a household. Investors care because the deal spells out fees, responsibilities, and decision-making authority, which affect a company’s costs, operational performance and governance, and can change future cash flow and risk.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What business is Thryv (THRY) selling in this $142 million transaction?
Thryv is selling its print directories business, including Print Yellow and White Pages in the U.S., Australia and New Zealand, the digital editions of those directories, and Australia White Pages online. Its Internet Yellow Pages and other online properties are excluded and will be retained.
How much cash will Thryv (THRY) receive from the sale of its print business?
The agreement values the transaction at $142 million in cash, subject to customary purchase price adjustments. This represents the total consideration for the sale of the print directories business to an affiliate of Carolwood L.P.
How does Thryv (THRY) plan to use the proceeds from the print business sale?
Thryv states it intends to use the net proceeds from the $142 million all‑cash transaction to repay outstanding debt and other liabilities, which it says will further strengthen its balance sheet and improve its financial profile.
When is the Thryv (THRY) print business sale expected to close?
The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions. Completion timing therefore depends on satisfaction or waiver of those conditions by the parties.
How does this divestiture fit Thryv’s (THRY) strategy and business model?
Thryv describes the sale as a milestone in its transformation, allowing greater focus on its AI-powered Growth Platform for local service businesses. Approximately 100,000 businesses globally use Thryv software to get found, win customers and manage growth.
Will Thryv (THRY) continue any involvement with the divested print business after closing?
Yes. Thryv and Carolwood will enter into a management services agreement under which Thryv will provide certain services to support continuity of operations for a period following closing of the transaction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 12, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(972 ) 453-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On September 12, 2026, Thryv, Inc. (“Seller”), a wholly-owned subsidiary of Thryv Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”), with Coldwater YP, LLC (“Purchaser”), an affiliate of Carolwood, L.P., pursuant to which Seller has agreed to sell the assets of its Yellow and White Pages directories in the United States, Australia and New Zealand, the digital editions of those print directories, and Australia White Pages to Purchaser for a cash purchase price of $142 million, subject to customary purchase price adjustments.
The Purchase Agreement contains customary representations and warranties and covenants, provides for representation and warranty insurance and is subject to certain customary closing adjustments and termination provisions. The obligations of Purchaser and Seller to close the transactions contemplated by the Purchase Agreement are subject to the satisfaction or waiver of customary closing conditions.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms thereof, a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 2.1 * | Asset Purchase Agreement by and between Thryv, Inc and Coldwater YP, LLC, dated as of September 12, 2026 | ||||
| 99.1 | Press release, dated September 14, 2026, issued by Thryv Holdings, Inc. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Exhibits and schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule upon request of the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THRYV HOLDINGS, INC. | |||||||||||
Date: September 14, 2026 | By: | /s/ Paul D. Rouse | |||||||||
| Name: Paul D. Rouse | |||||||||||
| Title: Chief Financial Officer, Executive Vice President and Treasurer | |||||||||||
 | Exhibit 99.1 | |||||||
Thryv Enters Definitive Agreement to Sell Print Business for $142 Million
–Proceeds used to reduce debt and strengthen the balance sheet
–Marks a pivotal milestone in Thryv's transformation
DALLAS, September 14, 2026 Thryv Holdings, Inc. (NASDAQ: THRY) (“Thryv” or the “Company”), a leading AI-powered SaaS platform for local service businesses, today announced that it has entered into a definitive agreement to sell its print directories business - consisting of Print Yellow and White Pages in the United States, Australia, and New Zealand, the digital editions of those print directories, and Australia White Pages online (collectively, the “Business”) to Carolwood L.P. in an all-cash transaction for total consideration of $142 million. Thryv's Internet Yellow Pages ("IYP") and other online properties are excluded from the transaction and will be retained by the Company.
The Company intends to use the net proceeds to repay outstanding debt and other liabilities, further strengthening the balance sheet. The divestiture is expected to materially improve the Company's financial profile on a go-forward basis.
“We are confident that concentrating our business strategy and resources on our AI-powered Growth Platform is the most effective path to maximize shareholder value," said Joe Walsh, Chief Executive Officer and Chairman of Thryv Holdings. “We believe divesting the Business to Carolwood is the best outcome for all stakeholders. Carolwood has vast experience acquiring and operating established businesses and is committed to our existing customer and employee relationships.”
The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions. Thryv and Carolwood will enter into a management services agreement pursuant to which Thryv will provide certain services to support continuity of operations for a period following the closing.
Taken together, this announcement, the previously announced restructuring, and the August launch of the Thryv Growth Platform underscore the Company's commitment to completing its successful business transformation.
Kroll Investment Banking served as exclusive financial advisor and Holland & Knight LLP served as legal counsel to Thryv.
Sheppard, Mullin, Richter & Hampton LLP served as legal counsel to Carolwood.
About Thryv
Thryv (Nasdaq: THRY) is the provider of an AI-powered growth platform that helps small businesses get discovered online, identify their best customer leads, and grow revenue faster with ROI insights. Platform features include AI-powered websites, AI Lead Insights™, and integrations with the CRMs service businesses are already using. Thryv makes growth‑focused software accessible to the plumber, salon owner, contractor, lawyer, accountant and more. Approximately 100,000 businesses globally use Thryv software to get found, win customers, and invest smarter. For more information, visit www.thryv.com
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About Carolwood L.P.
Carolwood is an independent, multi-strategy private equity firm based in Los Angeles. Founded in 2014, the firm's objective is to acquire a diverse portfolio of assets with significant repositioning potential and long-term growth opportunities. The firm has specifically designed its systems and infrastructure to support scaled, heavily entangled corporate subsidiaries as they transition into standalone companies. Carolwood is committed to enhancing the value of the companies and communities in which it invests.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the expected benefits to Thryv of the sale of the Business, the ongoing operations of the Business and Thryv, and Thryv’s transformation strategy. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the risks and factors described in Thryv’s Annual Report on Form 10-K for the year ended December 31, 2025, and updated by its other filings with the Securities and Exchange Commission. Any such forward-looking statements represent management’s estimates as of the date of this press release. While the Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, even if subsequent events cause its views to change.
Investor Contact:
Cameron Lessard
Thryv, Inc.
cameron.lessard@thryv.com
Spencer Towill
Carolwood L.P.
spencer@carolwoodlp.com
Media Contact:
Julie Murphy
Thryv, Inc.
617.967.5426
julie.murphy@thryv.com