$5.00 per share on roughly 7.68 million fully diluted Harte Hanks shares: the math lands at approximately $38.4 million in equity value, the price Star Equity Holdings (Nasdaq: STRR; STRRP) agreed to pay for Harte Hanks, Inc. (Nasdaq: HHS) in a merger announced August 14, 2026. Up to 50% of the aggregate consideration (capped at roughly $19.2 million) will be cash; the balance, which may exceed 50%, will be Star's 10% Series A Cumulative Perpetual Preferred Stock. No Star common stock will be issued.
Deal structure and projected financials
| Metric | Value | Label |
|---|---|---|
| Per-share consideration | $5.00 | Contracted |
| Harte Hanks diluted shares | ~7.68 million | Reported |
| Equity value | ~$38.4 million | Implied |
| Cash consideration (cap) | ~$19.2 million | Contracted |
| Pro-forma FY2025 revenue | ~$384 million | Projected |
| Pro-forma adj. EBITDA | ~$30 million | Projected, post-savings |
| Run-rate cost savings | ~$10 million | Estimated annualized |
The $384 million revenue and $30 million adjusted EBITDA both assume $10 million in annualized cost savings are realized. That implies a pro-forma EBITDA margin of roughly 7.8% on the combined top line, projected. Cash funding is expected to come from a combination of Star's cash on hand and debt financing; Harte Hanks currently has a $25 million credit facility. Star will also assume Harte Hanks' defined benefit pension plan assets and liabilities at closing.
CEO Jeff Eberwein said the plan is to fold Harte Hanks into Star's Business Services division alongside Hudson Talent Solutions. Harte Hanks will keep its own brand and client teams in place. Integration targets back-office and public-company overhead.
The payment structure was designed to preserve Star's $215 million U.S. federal NOL carryforward (balance as of December 31, 2025). Using preferred stock rather than common stock is not expected to trigger an "ownership change" under Section 382 of the Internal Revenue Code, which would cap the combined company's annual NOL use. That architectural choice shaped the entire consideration structure.
Closing conditions include Harte Hanks stockholder approval at a special meeting and the effectiveness of the S-4 covering the preferred stock issuance. A 30-day go-shop period allows Harte Hanks to solicit competing bids, with Star holding matching rights and a termination fee applying in specified circumstances. Closing is anticipated before year-end 2026.
Baker Hostetler LLP advised Star legally; Citizens Capital Markets & Advisory served as Star's lead financial advisor. Baker Botts LLP advised Harte Hanks legally; Oaklins DeSilva & Phillips served as Harte Hanks' financial advisor.