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 datedAugust 25, 2020 by and among its 84%-owned subsidiaryRhapsody 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. OnDecember 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 thatRealNetworks 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 toRealNetworks is subject to contingent consideration obligations associated with itsJanuary 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 datedJanuary 5, 2021 , announcing the completion of the disposition. Item 8.01. Other Events. OnJanuary 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 ofRealNetworks, 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 . 2
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