Item 1.01 Entry into a Material Definitive Agreement.
In connection with the initial public offering (the "Offering" or the "IPO") by
Bumble Inc. (the "Company") of its Class A common stock, par value $0.01 per
share (the "Class A Common Stock"), described in the prospectus (the
"Prospectus"), dated February 10, 2021, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended
(the "Securities Act"), which is deemed to be part of the Registration Statement
on Form S-1 (File No. 333-252124) (as amended, the "Registration Statement"),
the following agreements were entered into:
• the Second Amended and Restated Limited Partnership Agreement of Buzz
Holdings L.P. ("Bumble Holdings"), dated February 10, 2021, by and among
the Company and the other parties thereto (the "Bumble Holdings Limited
Partnership Agreement");
• the Tax Receivable Agreement, dated February 10, 2021, by and among the
Company and each of the other persons from time to time party thereto
(the "Tax Receivable Agreement");
• the Exchange Agreement, dated February 10, 2021, by and among the
Company, Bumble Holdings and holders of common units of Bumble Holdings
("Common Units") from time to time party thereto (the "Exchange
Agreement");
• the Registration Rights Agreement, dated February 10, 2021, by and among
the Company and each of the other persons from time to time party thereto
(the "Registration Rights Agreement"); and
• the Stockholders Agreement, dated February 10, 2021, by and among the
Company and each of the other persons from time to time party thereto
(the "Stockholders Agreement").
The Bumble Holdings Limited Partnership Agreement, the Tax Receivable Agreement,
the Exchange Agreement, the Registration Rights Agreement and the Stockholders
Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively, and are incorporated herein by reference. The terms of these
agreements are substantially the same as the terms set forth in the forms of
such agreements previously filed as exhibits to the Registration Statement and
as described therein. Certain parties to certain of these agreements have
various relationships with the Company. For further information, see "Certain
Relationships and Related Party Transactions" in the Prospectus.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in
this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors; Committee Composition; Director Compensation
Effective February 10, 2021, following the effective time of the Registration
Statement, Amy M. Griffin and Jennifer B. Morgan were elected to the Board of
Directors of the Company. Ms. Morgan was designated to serve on the Board of
Directors by affiliates of The Blackstone Group, Inc. pursuant to the
Stockholders Agreement. Ms. Griffin will serve as a Class II director with a
term expiring at the Company's second annual meeting of stockholders following
the IPO and Ms. Morgan as a Class I director with a term expiring at the
Company's first annual meeting of stockholders following the IPO. Ms. Morgan
will also serve on the Nominating and Corporate Governance Committee of the
Board of Directors.
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In connection with her election to the Board of Directors, the Company granted
Ms. Griffin 99,904 incentive units of Bumble Holdings (the "Incentive Units")
effective February 10, 2021. The Incentive Units are "profit interests" having
economic characteristics similar to stock appreciation rights and having the
right to share in any equity value of Bumble Holdings above specified
participation thresholds. Vested Incentive Units may be converted to Common
Units and be subsequently exchanged for shares of Class A Common Stock. The
Incentive Units granted to Ms. Griffin have the same vesting terms as the
Class B units of Bumble Holdings granted to the Company's directors prior to the
IPO and described in the Prospectus under "Management-Director Compensation."
Except as set forth under the heading "Certain Relationships and Related Person
Transactions" in the Prospectus, Ms. Griffin and Ms. Morgan have no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
2021 Omnibus Incentive Plan
Effective February 10, 2021, the Company's Board of Directors and its then sole
stockholder adopted and approved the Company's 2021 Omnibus Incentive Plan (the
"Omnibus Incentive Plan") substantially in the form previously filed as Exhibit
10.8 to the Registration Statement. For further information regarding the
Omnibus Incentive Plan, see "Management-Compensation Arrangements to be Adopted
in Connection with This Offering-Omnibus Incentive Plan" in the Prospectus.
A copy of the Omnibus Incentive Plan is filed herewith as Exhibit 10.6 and
incorporated herein by reference. The above description of the Omnibus Incentive
Plan is not complete and is qualified in its entirety by reference to such
exhibit.
2021 Employee Stock Purchase Plan
Effective February 10, 2021, the Company's Board of Directors and its then sole
stockholder adopted and approved the Company's 2021 Employee Stock Purchase Plan
(the "ESPP") substantially in the form previously filed as Exhibit 10.31 to the
Registration Statement. For further information regarding the ESPP, see
"Management-Compensation Arrangements to be Adopted in Connection with this
Offering-Employee Stock Purchase Plan" in the Prospectus.
A copy of the ESPP is filed herewith as Exhibit 10.7 and incorporated herein by
reference. The above description of the ESPP is not complete and is qualified in
its entirety by reference to such exhibit.
Conversion of Class B Units and Phantom Class B Units
In connection with the reclassification of the limited partnership interests of
Bumble Holdings prior to the completion of the IPO as described in the
Prospectus under "Summary-Organizational Structure," Class B units in Bumble
Holdings held by Whitney Wolfe Herd, the Company's Chief Executive Officer, and
Class B units in Buzz Management Aggregator L.P. held by Tariq M. Shaukat, the
Company's President, and Anuradha B. Subramanian, the Company's Chief Financial
Officer, were converted into Incentive Units as described under
"Management-Conversion of Class B Units and Phantom Class B Units" in the
Prospectus. In addition, in connection with the IPO, the phantom awards of
Class B units in Buzz Management Aggregator L.P. held by Idan Wallichman, the
Company's former Chief Financial Officer, were converted into a number
restricted stock units and Mr. Wallichman received a grant of stock options as
described under "Management-Conversion of Class B Units and Phantom Class B
Units" in the Prospectus.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 10, 2021, the Company's Amended and Restated Certificate of
Incorporation (the "Charter"), substantially in the form previously filed as
Exhibit 3.1 to the Registration Statement, and the Company's Amended and
Restated Bylaws (the "Bylaws"), substantially in the form previously filed as
Exhibit 3.2 to the Registration Statement, became effective. The Charter, among
other things, provides that the Company's authorized capital stock consists of
6,000,000,000 shares of Class A common stock, 1,000,000 shares of Class B common
stock, and 600,000,000 shares of preferred stock. A description of the material
terms of the Company's capital stock, after giving effect to the adoption of the
Charter and Bylaws, has previously been reported by the Company in the
Registration Statement. The Charter and Bylaws are filed herewith as Exhibit 3.1
and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On February 16, 2021, the Company completed the Offering of 57,500,000 shares of
Class A Common Stock (including shares issued pursuant to the exercise in full
of the underwriters' option to purchase additional shares) for cash
consideration of $41.065 per share (net of underwriting discounts). As
contemplated in the Prospectus, the Company has used the proceeds (net of
underwriting discounts) from the issuance of 9.0 million shares ($369.6 million)
in the Offering to purchase an equivalent number of newly issued Common Units
from Bumble Holdings, which Bumble Holdings will in turn use to repay
outstanding indebtedness under the Company's Term Loan Facility totaling
approximately $200.0 million in aggregate principal amount and approximately
$148.3 million for general corporate purposes, and to bear all of the expenses
of the Offering. The Company will use the proceeds from the issuance of
48.5 million shares ($1,991.6 million) in the Offering (including shares issued
pursuant to the exercise in full of the underwriters' option to purchase
additional shares) to purchase or redeem an equivalent aggregate number of
shares of Class A Common Stock and Common Units from certain entities affiliated
with The Blackstone Group Inc.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of Bumble Inc.
3.2 Amended and Restated Bylaws of Bumble Inc.
10.1 Second Amended and Restated Limited Partnership Agreement of Buzz
Holdings L.P., dated as of February 10, 2021.
10.2 Tax Receivable Agreement, dated as of February 10, 2021, by and
among Bumble Inc. and each of the other persons from time to time
party thereto.
10.3 Exchange Agreement, dated as of February 10, 2021, by and among
Bumble Inc., Buzz Holdings L.P. and holders of Common Units from
time to time party thereto .
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10.4 Registration Rights Agreement, dated as of February 10, 2021, by
and among Bumble Inc. and each of the other persons from time to
time party thereto.
10.5 Stockholders Agreement, dated as of February 10, 2021, by and
among Bumble Inc. and each of the other persons from time to time
party thereto.
10.6 Bumble Inc. 2021 Omnibus Incentive Plan.
10.7 Bumble Inc. 2021 Employee Stock Purchase Plan.
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