Item 2.01.  Completion of Acquisition or Disposition of Assets.
As reported in a previously filed Current Report on Form 8-K, RealNetworks, Inc.
("RealNetworks" or the "Company") entered into a Support Agreement dated August
25, 2020 by and among its 84%-owned subsidiary Rhapsody International Inc.,
which does business as Napster ("Napster"), and MelodyVR Group PLC ("MelodyVR"),
an English public limited company. The Support Agreement was executed in
connection with an Agreement and Plan of Merger by and among Napster, MelodyVR,
and a wholly owned subsidiary of MelodyVR. Pursuant to the Merger Agreement,
MelodyVR's subsidiary will merge with and into Napster, with Napster surviving
and becoming a wholly owned subsidiary of MelodyVR (the "Transaction"). Other
than as Securityholder Representative, RealNetworks is not a party to the Merger
Agreement. On December 30, 2020, the parties completed the transaction.
In connection with the sale, RealNetworks received $1.5 million on repayment of
a note and $10.0 million worth of MelodyVR stock in repayment of an outstanding
loan. RealNetworks received an additional $5.7 million in cash and stock
proceeds in liquidation preference based on its preferred stock holdings in
Napster. The shares of MelodyVR that RealNetworks receives may not be sold or
transferred, except in limited circumstances, for a period of one year. Further
cash and stock proceeds, after payment of transaction expenses, were paid by
MelodyVR to certain other holders of debt and Napster equity. In addition, $3.0
million will be held in an 18-month indemnity escrow. A portion of the proceeds
paid to RealNetworks is subject to contingent consideration obligations
associated with its January 2019 acquisition from a third party of a 42% stake
in Napster and a $5.0 million loan that the third party had made to Napster.
Attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated
herein by this reference, is a copy of the Company's press release dated
January 5, 2021, announcing the completion of the disposition.
Item 8.01.  Other Events.
On January 5, 2021, the Company issued a press release announcing the completion
of the Transaction. A copy of the press release is being filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01.  Financial Statements and Exhibits.
(b) Pro forma financial information.
Unaudited pro forma financial information of RealNetworks, Inc. to give effect
to the Transaction is included in Exhibit 99.2 filed herewith and incorporated
by reference into this Item 9.01.
(d) Exhibits.
Exhibit No.  Description
  99.1        Press Re    lease dated     January     5    , 2021
  99.2        Unaudited pro forma financial information of RealNetworks, Inc  .

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