NERDWALLET, INC. : Completion of acquisition or disposal of assets, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, disclosure of FD Regulations, Financial Statements and Exhibits (Form 8-K)


Item 2.01 Completion of Acquisition or Disposal of Assets.

On July 11, 2022, NerdWallet, Inc.a Delaware corporation (the Company), completed its previously announced acquisition of On the Barrel Head, Inc.a
Delaware corporation (OTB), pursuant to an agreement and plan of amalgamation and reorganization dated June 23, 2022 (the Merger Agreement) by and between the Company, OTB and the other parties thereto. Pursuant to the terms of the merger agreement, the Company acquired all of the interests in OTB upon the closing of the acquisition (the closing), for an aggregate purchase price of approximately $120 millioncomposed of approximately $70 million in cash (the cash consideration) and $50 million in Class A common shares of the Company (the Share Consideration), subject to customary post-closing purchase price adjustments. The stock consideration at closing consisted of 4,934,895 shares of Class A common stock, the number of which was determined based on the 30 trading day volume-weighted average price of the Company’s Class A common stock, as that it was published on the Nasdaq global market at June 22, 2022.

The foregoing description of the Merger Agreement is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which has been filed as Exhibit 2.1 to the company’s current report on Form 8-K filed with the
Security and Exchange Commission on June 24, 2022 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The Cash Consideration was financed by a loan of $70.0 million on July 7, 2022 under the Company’s existing amended and restated credit agreement relating to senior secured credit facilities (the Credit Agreement) with Bank of Silicon Valley. Interest on the Loan bears interest at the Eurodollar rate, which is defined in the Credit Agreement as LIBOR (or any successor thereof), plus a margin of 2.75%, equivalent to 4 .54% at closing.

The Credit Agreement contains customary covenants limiting the ability to, among other things, dispose of assets, undergo a change of control, merge or consolidate, make acquisitions, incur debts, incur liens, pay dividends, to redeem shares and to make investments, in each case subject to certain exceptions. The Credit Agreement also contains financial covenants requiring the Company to maintain a minimum Adjusted General Liquidity Ratio and minimum Consolidated Adjusted EBITDA if the Adjusted Liquidity Ratio falls below a specified level, measured in each case at the end of each fiscal quarter. The credit agreement ends on September 2, 2023.

Item 3.02 Unrecorded Sales of Equity securities.

The disclosure set forth above in item 2.01 of this current report on Form 8-K is incorporated herein by reference. Subject to the terms and conditions of the merger agreement, at closing, the company issued the stock consideration. These Class A common shares of the Company were issued pursuant to a transaction not involving a public offering and pursuant to the registration exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act).

Section 7.01 Disclosure of FD Rules.

On July 11, 2022, the Company issued a press release announcing the completion of the acquisition of OTB. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information contained in this Section 7.01, including Exhibit 99.1 attached hereto, is furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the Exchange Act), except as expressly set forth by specific reference in such filing.


Item 9.01 Financial statements and supporting documents.

(a) Financial statements of acquired businesses.

Financial statements for the acquired business are not included in this current report on Form 8-K. Such financial statements will be filed by amendment no later than 71 calendar days after the date on which this current report on Form 8-K is due to be filed.

(b) Pro forma financial information.

Pro forma financial information relating to the acquired business is not included in this current report on Form 8-K. Such pro forma financial information will be filed by amendment no later than 71 calendar days after the date on which this current report on Form 8-K is due to be filed.

(d) Exhibits.

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