Rumble RUM Announces $775M. Investment from Tether USDT

Transaction Unifies Two Leaders in Decentralization, Rumble CEO Retains Controlling Stake

Strategic Investment Results in Mission-Aligned Investor and Supporter

Rumble Will Use $250 Million of Proceeds to Further Solidify Balance Sheet and Accelerate Growth Initiatives

Remaining Proceeds Will Be Used to Fund Self Tender Offer for up to 70 Million of Rumble’s Class A Common Stock to Provide Liquidity to Stockholders at Same Price as Tether Investment

Rumble (RUM) the video-sharing platform and cloud services provider, announced that it has entered into a definitive agreement for a strategic investment of $775 million from Tether ($USDT) (“Tether”), the largest company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 350 million users. Over the last few years, Tether has become one of the most recognized symbols for financial inclusion.

The Company will use $250 million of the proceeds to support growth initiatives and the remaining proceeds to fund a self tender offer for up to 70 million of its Class A Common Stock, at the same price ($7.50 per share) as Tether’s investment. Following the completion of the transaction, Chris Pavlovski, Rumble’s Chairman and CEO, will retain his controlling stake in the Company.

Chris Pavlovski stated, “I could not be more excited about this collaboration with Tether for a number of reasons. First, many people may not realize the incredibly strong connection between the cryptocurrency and free speech communities, which is rooted in a passion for freedom, transparency, and decentralization. Second, the immediate commitment of adding $250 million in cash to our balance sheet not only confirms the level of support and commitment to a collaboration between our companies, it also fuels our growth initiatives. And, third, this transaction provides an immediate liquidity event for all of our stockholders who elect to participate in the self tender offer. I truly believe Tether is the perfect partner that can put a rocket pack on the back of Rumble as we prepare for our next phase of growth.”

Paolo Ardoino, CEO of Tether, added, “Tether’s investment in Rumble reflects our shared values of decentralization, independence, transparency, and the fundamental right to free expression. In today’s world, legacy media has increasingly eroded trust, creating an opportunity for platforms like Rumble to offer a credible, uncensored alternative. This collaboration aligns with our long-standing commitment to empowering technologies that promote freedom and challenge centralized systems, as demonstrated through our recent collaborations and initiatives. Rumble’s dedication to fostering open communication and innovation makes them an ideal ally as we continue building the infrastructure for a more decentralized, inclusive future. Lastly, beyond our initial shareholder stake, Tether intends to drive towards a meaningful advertising, cloud, and crypto payment solutions relationship with Rumble.”

Transaction Details

• Investment: Tether has agreed to purchase 103,333,333 shares of Rumble Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble. The Company will use $250 million of the proceeds to support growth initiatives.
• Self Tender Offer: With the remaining gross proceeds, the Company will fund a self tender offer for up to 70 million shares of Rumble Class A Common Stock at a price per share of $7.50, net to the holder in cash. All holders of Rumble Class A Common Stock will be eligible to participate in the tender offer on the same terms. Certain Rumble stockholders have signed support agreements committing to tender 70 million shares in the aggregate, subject to the same proration and other terms of the tender offer that apply to all Rumble stockholders participating in the tender offer. Chris Pavlovski has committed to tender, and does not intend to sell more than 10 million shares of Class A Common Stock in the tender offer.
• Closing Conditions: The completion of the investment and the tender offer are subject to the satisfaction of customary closing conditions, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
• Governance: Rumble’s existing Board and governance structure, including Chris Pavlovski’s super-majority voting control, will remain unchanged following the closing of the transaction and Tether will own a minority position in our outstanding common stock but will not have the right to designate any members of the Board.
• Timing: The investment and the tender offer are expected to close in the first quarter of 2025.

The foregoing description is qualified in its entirety by reference to the definitive agreements for the transaction, which will be filed on a Current Report on Form 8-K with the Securities and Exchange Commission.

Advisors

Cantor Fitzgerald & Co. is acting as placement agent and dealer manager for Rumble. Oppenheimer & Co. is serving as capital markets advisor to Rumble, and Willkie Farr & Gallagher LLP is serving as legal counsel to Rumble. McDermott Will & Emery LLP is serving as legal counsel to Tether. DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co.