Item 8.01. Other Events.
On December 18, 2020 (the "Closing Date"), Under Armour, Inc. (the "Company")
completed the previously announced sale (the "Sale") of the MyFitnessPal
business to an entity affiliated with Francisco Partners Management, L.P., a
technology-focused private equity investment firm (the "Purchaser"), through the
sale of all of the issued and outstanding shares of common stock of UA Connected
Fitness, Inc., a wholly-owned subsidiary of the Company ("UACF"), pursuant to
that certain Stock Purchase Agreement, dated as of October 28, 2020 (the
"Purchase Agreement"), by and among the Purchaser, UACF and the Company.
The aggregate purchase price for the Sale is $345 million, consisting of $215
million paid on the Closing Date, subject to working capital and other customary
adjustments, and up to $130 million in earnout payments, which are based on the
achievement of certain revenue targets over the three-year period following the
Closing Date as set forth in the Purchase Agreement. The potential earnout
payments include up to $35 million payable in 2022, $45 million payable in 2023
and $50 million payable in 2024.
On December 18, 2020, the Company issued a press release to announce the
completion of the Sale. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.                                                   Exhibit
  99.1                    Under Armour, Inc. press release dated December 18, 2020.
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