Item 8.01      Other Events.
On April 5, 2021, Graham Holdings Company (the "Company") announced that it
entered into an agreement to acquire all outstanding shares of common stock of
Leaf Group Ltd. (NYSE: LEAF) at $8.50 per share in an all cash transaction
valued at approximately $323 million. Leaf Group, headquartered in Santa Monica,
CA, is a consumer internet company that builds enduring, creator-driven brands
that reach passionate audiences in large and growing lifestyle categories,
including fitness and wellness (Well+Good, Livestrong.com and MyPlate App), and
home, art and design (Saatchi Art, Society6 and Hunker).
The transaction is expected to close in June or July of 2021, and is subject to
approval by the stockholders of Leaf Group, regulatory approval, and the
satisfaction of other closing conditions and rights to terminate, including the
right to terminate if the transaction is not consummated on or before August 31,
2021. In connection with the execution of the agreement, the Company entered
into a voting agreement with Leaf Group's directors and executive officers, who
collectively hold approximately 2.1% of the outstanding shares of Leaf Group
pursuant to which each of the directors and officers has agreed to vote or cause
to be voted, all of the shares of Leaf Group's common stock that they
beneficially own in favor of the proposals submitted at the Leaf Group's
stockholders meeting to be held in connection with the transaction, including
the Company's acquisition of Leaf Group pursuant to the terms of the merger
agreement. The transaction is not subject to approval by the stockholders of the
Company or to any financing condition.
A copy of the press release is filed with this Form 8-K and is attached hereto
as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements made
pursuant to the safe harbor provisions of Section 27A of the Securities Act of
1933 and of Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements do not constitute guarantees of future performance.
Forward-looking statements generally can be identified by phrases such as
"will," "expects," "anticipates," "foresees," "could," "forecasts," "estimates"
"looks forward to" or other words or phrases of similar import. It is uncertain
whether any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do, what impact they will have on the
results of operations and financial condition of the combined companies or the
price of the Company's stock. Such forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those anticipated by the forward-looking statements, including,
without limitation, the ability to close the announced transaction, the ability
to realize the potential benefits of the acquisition, the possibility that the
closing of the transaction may be delayed, the outcome of any legal proceedings
related to the transaction, and other risks detailed in the Company's filings
with the Securities and Exchange Commission. For additional information about
other factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to the Company's
periodic reports and other filings with the SEC, including the risk factors
identified in the Company's most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q and further disclosures in the Company's Current Reports on
Form 8-K. The forward-looking statements included in this Current Report on Form
8-K and the accompanying press release are made only as of the date hereof.
Except as required by law, the Company does not undertake any obligation to
update any forward-looking statements contained in this Current Report on Form
8-K to reflect subsequent events or circumstances.
Item 9.01      Financial Statements and Exhibits.
Exhibit 99.1   Press release dated April 5, 2021.




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Exhibit Index

Exhibit 99.1          Press Release dated April 5, 2021

                    Cover Page Interactive Data File, formatted in Inline XBRL and included as
Exhibit 104         Exhibit 101.






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