Transaction Expands Star’s Business Services Platform, Enhances Revenue Diversity, and is Expected to Drive Significant Cost Synergies and Earnings Accretion
Harte Hanks Stockholders to Receive $5.00 per Share, Consisting of Cash and Star Preferred Stock
OLD GREENWICH, Conn., Aug. 14, 2026 (GLOBE NEWSWIRE) — Star Equity Holdings, Inc. (“Star”) (Nasdaq: STRR; STRRP), a diversified holding company, announced today that it has entered into a merger agreement (the “Merger Agreement”) to acquire Harte Hanks, Inc. (the “Merger”) (“Harte Hanks”) (Nasdaq: HHS), a global customer experience and business process outsourcing company (together with Star, the “Companies”). Following the effectiveness of the Merger, Harte Hanks will continue to operate under the Harte Hanks brand, and its operations are expected to be reported within Star’s Business Services division.
The terms of the Merger have been approved by the Boards of Directors of Star and Harte Hanks. Closing is subject to the affirmative vote of Harte Hanks stockholders at a special meeting to be held later this year, the effectiveness of a registration statement on Form S-4 registering the Star preferred stock to be issued as Merger consideration, and other closing conditions. The merger agreement also provides for a 30-day go-shop period during which Harte Hanks may solicit and evaluate alternative acquisition proposals, subject to Star’s customary matching rights and a customary termination fee payable by either party in specified circumstances.
Transaction Benefits
- Scale: Expands Star’s current scale; the merged company will have FY 2025 pro-forma annual revenues of approximately $384 million and pro-forma adjusted EBITDA of approximately $30 million after estimated synergies of $10 million.
- Creates Diversified Business Process Outsourcing (“BPO”) Platform: Positions Harte Hanks alongside Star’s Hudson Talent Solutions business within Star’s Business Services division, creating a multi-BPO platform serving blue-chip clients across talent solutions, customer care, marketing, sales, and fulfillment & logistics.
- Synergies: Approximately $10 million of estimated annualized run-rate cost synergies anticipated, including duplicative public-company corporate overhead as well as back-office and operational consolidation.
- Greater Revenue Diversity: Adds a new business to Star’s holding company structure and broadens the combined company’s end-market and client mix.
- Balanced Consideration: Up to 50% of the aggregate consideration will be paid in cash, with the balance, which may exceed 50%, paid in Star 10% Series A Cumulative Perpetual Preferred Stock (“Star Preferred Stock”), (Nasdaq: STRRP). No Star common stock will be issued in the Merger.
- NOL Utilization: The combined company will benefit from Star’s $215 million1 U.S. Federal net operating losses (“NOL”).
- Financing Capacity: Increased ability to finance growth, including acquisitions, by leveraging the combined company’s larger scale, cash flow, and credit profile.
Transaction Details
- The Merger values Harte Hanks at $5.00 per share of common stock, or approximately $38.4 million of equity value, based on approximately 7.68 million shares of Harte Hanks fully diluted common stock outstanding.
- Up to 50% of the aggregate Merger consideration (approximately $19.2 million) will be paid in cash, with the balance paid in Star Preferred Stock. Harte Hanks stockholders may elect to receive cash or Star Preferred Stock, subject to proration, with aggregate cash payments capped at the above amount and Star Preferred Stock elections uncapped.
- The cash portion of the consideration is expected to be funded with a mix of cash on hand and debt financing. Harte Hanks currently has in place a $25 million credit facility.
- Star will assume Harte Hanks’ defined benefit pension plan assets and liabilities at closing.
- Pending Harte Hanks stockholder approval and the satisfaction of closing conditions, the Merger is anticipated to close before year end 2026.
Jeff Eberwein, CEO of Star, said, “We are excited to announce the signing of this merger agreement. Harte Hanks is a business we have followed for years, with a century-long heritage, blue-chip clients, and talented people. Our team has run this playbook before – bring a good operating business inside our holding company structure, remove duplicative public company and corporate costs, and let the operators focus on serving clients and growing the business. We believe that adding Harte Hanks to our Business Services division alongside Hudson Talent Solutions creates a scaled, diversified outsourcing platform, and that the cost savings and increased revenue diversity will generate considerable value to our shareholders over time.”
Mr. Eberwein continued, “Since Star converted to its holding company structure, our goal has been to acquire attractive businesses, either to complement our existing platforms or to establish new growth platforms. The merger with Harte Hanks does both. We intend to move quickly on integration, leveraging Hudson Talent Solutions’ back-office infrastructure to eliminate duplicative operating-company overhead, while Harte Hanks continues to operate under its own brand with its operating teams and client relationships intact from day one.”
Following the completion of the Merger, Star is expected to continue to report four segments: Building Solutions, Business Services, Energy Services, and Investments. The Merger is expected to have minimal impact on clients, employees, or the brand names of any of Harte Hanks’ operating businesses.
A Form 8-K related to the Merger agreement will be filed with the SEC. Interested parties can access this information by visiting the SEC website www.sec.gov or by visiting Star’s website www.starequity.com or Harte Hanks’ website www.hartehanks.com.
About Harte Hanks:
Harte Hanks (NASDAQ:HHS) is a leading global customer experience company whose mission is to partner with clients to provide them with CX strategy, data-driven analytics and actionable insights combined with seamless program execution to better understand, attract and engage their customers.
Using its unparalleled resources and award-winning talent in the areas of Customer Care, Fulfillment and Logistics, and Marketing Services, Harte Hanks has a proven track record of driving results for some of the world’s premier brands, including GlaxoSmithKline, Unilever, Pfizer, Max, Volvo, Ford, FedEx, Midea, and IBM among others. Headquartered in Chelmsford, Massachusetts, Harte Hanks has over 2,000 employees in offices across the Americas, Europe, and Asia Pacific.
For more information, visit hartehanks.com.
About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company with four divisions: Building Solutions, Business Services, Energy Services, and Investments.
Source: businessinsider.com
