8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 9, 2016

Date of Report

(Date of earliest event reported)

BLUCORA, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-25131	91-1718107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10900 NE 8th Street, Suite 800

Bellevue, Washington 98004

(Address of principal executive offices)

(425) 201-6100

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets

On August 9, 2016, Blucora, Inc. (“Blucora”) and its wholly owned subsidiary, Infospace LLC (“Infospace”) completed the disposition of substantially all of the assets of Infospace to InfoSpace Holdings, LLC, a wholly-owned subsidiary of OpenMail LLC (the "Transaction"), pursuant to the terms of the Asset Purchase Agreement (the “Purchase Agreement”) described in, and filed with, the Current Report on Form 8-K filed by Blucora on July 5, 2016. The total consideration payable to Blucora in connection with the Transaction is $45,000,000 in cash, subject to customary adjustments, including a working capital adjustment at closing. Under the terms of the Transaction, Blucora will provide certain transitional services to InfoSpace Holdings, LLC.

The foregoing description of the Transaction and the Purchase Agreement is a summary, does not purport to be a complete description, and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the July 5, 2016 Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure

On August 10, 2016, Blucora issued a press release announcing the completion of the disposition of the assets of Infospace. A copy of that press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.

The foregoing information (including the press release attached as an exhibit hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01.    Financial Statements and Exhibits

(b) Pro Forma Financial Information

Pro forma financial statements are not included in this filing as the results of the Infospace business have previously been classified as discontinued operations and have been properly presented as such in the Company's historical financial statements included in its Form 10-K for the year ended December 31, 2015 and the Forms 10-Q for the quarters ended March 31, 2016 and June 30, 2016. The cash received as consideration for the sale as noted in Item 2.01 will be used to pay down debt.

(d) Exhibits

2.1 Asset Purchase Agreement by and among Blucora, Inc., Infospace LLC, InfoSpace Holdings LLC and OpenMail LLC dated July 1, 2016 (incorporated herein by reference to Blucora's Current Report on Form 8-K filed July 5, 2016, Commission File No. 000-25131).

99.1    Press release issued August 10, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 10, 2016

BLUCORA, INC.

By: /s/ Mark Finkelstein

Mark Finkelstein

Chief Legal & Administrative Officer and Secretary

EXHIBIT INDEX

Exhibit

No.    Description

2.1 Asset Purchase Agreement by and among Blucora, Inc., Infospace LLC, InfoSpace Holdings LLC and OpenMail LLC dated July 1, 2016 (incorporated herein by reference to Blucora's Current Report on Form 8-K filed July 5, 2016, Commission File No. 000-25131).

99.1 Press release issued August 10, 2016.

EX-99.1

Exhibit 99.1

BLUCORA COMPLETES SALE OF INFOSPACE TO OPENMAIL

BELLEVUE, WA. August 10, 2016 – Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals, today announced that it has completed the sale of its Infospace business to OpenMail LLC, a privately-held data management and marketing technology company, for $45 million in cash.

John Clendening, president and chief executive officer of Blucora, said, “As evidenced by this successful transaction, we continue to make substantial progress on our key initiatives to divest, de-lever, deliver and drive value for Blucora shareholders. We are committed to the continued execution of our strategic plan to transform Blucora into a more streamlined company focused on core growth. While we have already completed important steps to strengthen the Company, there is more work to be done and we are excited about the opportunities ahead for the new Blucora.”

As previously announced, the Company expects to pay down more than $40 million in debt with the net proceeds of the sale of Infospace.

About Blucora®

Blucora, Inc. (NASDAQ: BCOR) is a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals. Our products and services in tax preparation and wealth management, through TaxAct and HD Vest, help consumers manage their financial lives. TaxAct is an affordable digital tax preparation solution for individuals, business owners and tax professionals. HD Vest Financial Services ® supports an independent network of tax professionals who provide comprehensive financial planning solutions. For more information on Blucora or its businesses, please visit www.blucora.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words "believe," "expect," "intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect Blucora's actual results include the effect of taxes, balance sheet working capital adjustments and indemnity obligations, general economic, industry and market sector conditions, the effect of current, pending and future legislation, regulation and regulatory actions, including the DOL rule; the availability of products to sell; the timing and extent of market acceptance of developed products and services and related costs; our dependence on companies to distribute our products and services;

Exhibit 99.1

the successful execution of the Company’s strategic initiatives, technology enhancements, operating plans, and marketing strategies; the condition of our cash investments; and the Company’s ability to control operating risks, information technology system risks and cybersecurity risks and other risks that are described in Blucora’s public filings with the Securities and Exchange Commission (the “SEC”). A more detailed description of certain factors that could affect actual results include, but are not limited to, those discussed in Blucora's most recent Annual Report on Form 10-K and quarterly reports on form 10-Q as filed from time to time with the SEC in the section entitled "Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Blucora undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

SOURCE: Blucora, Inc.

Contact

Stacy Ybarra, 425-709-8127

Blucora, Inc.

stacy.ybarra@blucora.com