Star Equity signed an agreement on August 14, 2026 to acquire Harte Hanks, but the signing did not transfer Harte Hanks into Star. If the conditions are satisfied and the transaction closes, Star's wholly owned Merger Sub will merge into Harte Hanks, Merger Sub will cease to exist, and Harte Hanks will survive as a wholly owned Star subsidiary.
The deal's second trap is the headline price. Each eligible Harte Hanks share is assigned a $5.00 consideration value, but a holder's cash election is not a promise of $5.00 cash. The agreement caps aggregate cash consideration, including cash paid instead of fractional preferred shares, at $19.2 million. If cash elections exceed that cap, they are prorated and the balance is paid in Star's 10% Series A Cumulative Perpetual Preferred Stock.
The question this map answers
How do the legal merger, the stockholder election, and the remaining closing conditions relate without turning a signed agreement into a completed acquisition or a cash option into guaranteed cash?
The controlling documents are Star's Form 8-K, accepted by the SEC on August 14, and its attached merger and voting-support agreements. MyMap observed those documents at 4:04 AM Pacific Time on August 16. The company announcement is used only for clearly attributed operating expectations; it does not establish that the expected integration, cost savings, revenue, or adjusted EBITDA will occur.
Three relationship types, not one arrow
The visual separates three kinds of edge:
| Edge | Meaning | What it does not establish |
|---|---|---|
| solid | an agreement, ownership relationship, election mechanic, or stated merger effect | that a future closing step has happened |
| gated | a condition or process that must occur before closing, unless legally waivable | the timing or certainty of satisfaction |
| dashed | an expected post-closing operating presentation | a legal merger between operating units or achieved synergy |
That grammar matters because a normal acquisition diagram often draws one arrow from buyer to target. Here, that arrow hides both the temporary Merger Sub and the unresolved process between signing and closing.
The legal state changes only at closing
At signing, Star remained the parent of Merger Sub – R, Inc., while Harte Hanks remained a separate public company. The agreement says that, at the effective time, Merger Sub will merge with and into Harte Hanks. Harte Hanks—not Merger Sub—is the surviving corporation and becomes a wholly owned subsidiary of Star.
The company announcement says Harte Hanks is expected to keep its brand and have its operations reported within Star's Business Services division, alongside Hudson Talent Solutions. Those are expected reporting and operating relationships. They do not mean Hudson Talent Solutions is buying Harte Hanks, that the two operating businesses are legally merging with each other, or that the integration has already occurred.
The map therefore keeps two post-closing statements separate: a solid ownership edge from Star to surviving Harte Hanks, and a dashed presentation edge from Harte Hanks to Star's Business Services division.
The election sits inside a cash cap
Subject to the agreement's terms, each outstanding Harte Hanks common share covered by the merger converts into a right to receive one of two forms of consideration:
- $5.00 cash for a properly made cash election; or
- 0.50 share of Star preferred stock for a preferred-stock election.
Non-electing shares can receive cash, preferred stock, or a combination at Star's election. The preferred security is Star's listed 10% Series A Cumulative Perpetual Preferred Stock—not Star common stock. The company announcement states that no Star common stock will be issued in the merger.
The maximum cash amount changes the practical result. If total requested cash is below $19.2 million, cash elections receive cash and preferred elections receive preferred stock; non-electing shares fill the remaining allocation at Star's election. If requested cash exceeds the maximum, cash electing shares receive a prorated cash portion and preferred consideration for the remainder. No fractional preferred share is issued; the agreement instead pays cash for that fraction using $10.00 per preferred share for the calculation, and that cash also counts against the maximum.
The observed documents do not reveal each holder's election, the final proration factor, or the market value of preferred stock at closing. A diagram that labels every Harte Hanks share “$5 cash” would therefore be false even though the $5 headline appears in the filing.
Closing is a set of gates, not a date promise
The agreement and 8-K identify several processes between signing and completion. They can overlap; the numbering below does not claim a required sequence:
- Harte Hanks may solicit and evaluate alternative proposals during a 30-day go-shop period, subject to the agreement's matching and termination provisions.
- Star must file a Form S-4 registering the preferred shares; it must become effective, and the joint proxy statement/prospectus must reach Harte Hanks stockholders.
- Harte Hanks stockholders must approve the merger proposal.
- The parties must obtain specified third-party consents and complete the debt financing. If the existing Texas Capital Bank facility supplies that financing, the filing says a lender consent or amendment is required; an acceptable alternative financing path is also contemplated.
- Each party's representations, warranties, covenants, and other specified conditions must satisfy the agreement at closing.
The filing also discloses reciprocal $1.152 million termination fees in specified circumstances and support agreements under which Harte Hanks directors and certain officers, in their capacities as stockholders, agreed to vote their covered shares for the merger subject to the agreements' termination rules.
Those support agreements do not replace the stockholder vote, end the go-shop, or guarantee approval. The map draws them as commitments connected to part of the electorate, not as a completed gate.
Confirmed, derived, and still unknown
The controlling source confirms that the parties signed on August 14; Star owns Merger Sub; Harte Hanks would survive the merger; the consideration and cash-cap mechanics; the 30-day go-shop; the S-4, vote, financing, consent, and other closing conditions; the specified termination fee; and the existence of voting-support agreements.
MyMap derives the three-lane structure, the distinction between an election and an allocated outcome, and the rule that closing gates should converge before the ownership state changes. “Deal not closed” is a temporal reading of the observed filing: the documents describe the transaction as proposed and condition the effective time on future steps.
The sources leave unknown whether an alternative proposal will emerge, when the S-4 will become effective, how stockholders will vote, which form each holder will elect, the final proration, whether the financing and consents will be obtained, the closing date, and whether the company forecasts or anticipated synergies will be achieved.
Reproducible mapping method
Start at the SEC filing index and classify every statement into one of four buckets: present legal state, merger effect at the effective time, consideration allocation, or closing condition. Then give every relationship a verb from the document: owns, merges into, survives, elects, prorates, registers, approves, finances, consents, or may solicit.
Apply three checks before drawing:
- State check: signing, effective time, and post-closing reporting are different states.
- Allocation check: distinguish the $5.00 reference value from the cash actually available under the aggregate cap.
- Gate check: do not connect Star to surviving Harte Hanks until the required paths converge.
Teams tracking another conditional transaction can adapt those lanes in a MyMap flowchart. The editable tool is a workflow handoff, not evidence for this transaction.
Practical next step and update trigger
The next high-value primary source is the Form S-4 and joint proxy statement/prospectus. When filed, compare its capital tables, voting record date, election procedure, fairness materials, financing disclosure, and updated conditions against the August 14 agreement. Add new nodes only for disclosed changes; do not backfill an assumed closing schedule.
Until an effective-time filing or another controlling source confirms completion, describe this as a signed, proposed merger with unresolved gates. Cite the 8-K for the summarized mechanics, the merger agreement for the legal terms, and MyMap only for the analytical grouping.