GTM: Unpacking ZoomInfo's TRA and the Impact for Potential Acquirers

Research evidence excerpt

GTM: Unpacking ZoomInfo's TRA and the Impact for Potential Acquirers

.4E

would need to be assumed or settled at closing. In a change-of- EPS, Adj Diluted 2025 0.23A 0.25A 0.28A 0.32A

control scenario, TRA holders can elect to accelerate the full obligation, 2026 0.28A 0.27E 0.29E 0.28E

requiring an immediate lump-sum payment based on the present 2027 0.25E 0.25E 0.30E 0.32E

value of all remaining future payments, complicating potential deal All values in USD unless otherwise noted.

economics. Priced as of prior trading day's market close, EST (unless otherwise noted).

○On a TRA-adjusted basis, shares screen considerably less cheap.

Treating the TRA as a debt-like obligation and factoring it into

enterprise value, GTM trades at ~13x EV/CY27E FCF vs. ~6x on a non-

adjusted basis, a meaningful re-rating that an acquirer would need

to underwrite and potentially a tough pill to swallow when growing

software assets trade at similar multiples.

○Importantly, an offsetting deferred tax asset (DTA) (~$3.7B) held

on the balance sheet provides some economic relief, but is not a

clean offset. The DTA represents future tax savings that fund the TRA

payments. For every dollar of tax saving realized, GTM keeps $0.15

and pays $0.85 to TRA holders. The value of the DTA is contingent on

GTM generating sufficient taxable income to realize those tax savings,

a risk given the company's historical loss profile. A buyer would need

to carefully model the timing and probability of realization when sizing

the true net cost of the obligation.

○Stepping back, while the TRA adds complexity, we don't think it

would be a deal-breaker for a well-capitalized acquirer. The obligation

is quantifiable, the acceleration mechanics are well-defined, and

the DTA provides a partial economic offset.