UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On December 3, 2023, Bumble Inc. (the “Company”) and Buzz Holdings L.P. (“Bumble Holdings”) entered into an agreement with certain entities affiliated with Blackstone Inc. (collectively, “Blackstone”) whereby (i) the Company agreed to repurchase 4,012,101 shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), beneficially owned by Blackstone and (ii) Bumble Holdings agreed to repurchase from Blackstone 3,192,146 limited partnership interests in Bumble Holdings (the “Units” and, together with the Class A Common Stock, the “Equity Interests”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, in a private transaction at a price per Equity Interest of $13.8807, for an aggregate purchase price of $100.0 million (the “Share and Unit Repurchase Agreement”). The repurchase of the Equity Interests pursuant to the Share and Unit Repurchase Agreement will be made under the Company’s existing share repurchase program. As of December 3, 2023, after giving effect to the repurchase of the Equity Interests pursuant to the Share and Unit Repurchase Agreement, approximately $143.0 million of authorization remains available under the share repurchase program. The Share and Unit Repurchase Agreement contains customary representations, warranties and covenants of the parties. The transaction is expected to close by December 7, 2023.
The Share and Unit Repurchase Agreement also contemplates certain lock-up restrictions on future sales by Blackstone of shares of Class A Common Stock or securities convertible into or exchangeable for shares of Class A Common Stock (including, without limitation, the Units) until the Company makes public a press release announcing the Company’s earnings for the fourth quarter ended December 31, 2023.
A special committee of the Board of Directors of the Company (the “Special Committee”), consisting solely of independent directors not affiliated with Blackstone, pursuant to authority delegated to it by the Board of Directors of the Company, approved the Share and Unit Repurchase Agreement.
The foregoing summary does not purport to be a complete summary of and is subject to and is qualified in its entirety by reference to the full text of the Share and Unit Repurchase Agreement, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description of Exhibit | |
| Exhibit 99.1 | Share and Unit Repurchase Agreement, dated December 3, 2023 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| BUMBLE INC. | ||
| By: | /s/ Anuradha B. Subramanian | |
| Name: | Anuradha B. Subramanian | |
| Title: | Chief Financial Officer | |
Date: December 4, 2023
[Signature Page to 8-K]