false 0001830043 0001830043 2023-12-03 2023-12-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 3, 2023

 

 

Bumble Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40054   85-3604367

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1105 West 41st Street, Austin, Texas   78756
(Address of Principal Executive Offices)   (Zip Code)

(512) 696-1409

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, par value $0.01 per share   BMBL   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01.

Other Events.

On December 3, 2023, Bumble Inc. (the “Company”) and Buzz Holdings L.P. (“Bumble Holdings”) entered into an agreement with certain entities affiliated with Blackstone Inc. (collectively, “Blackstone”) whereby (i) the Company agreed to repurchase 4,012,101 shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), beneficially owned by Blackstone and (ii) Bumble Holdings agreed to repurchase from Blackstone 3,192,146 limited partnership interests in Bumble Holdings (the “Units” and, together with the Class A Common Stock, the “Equity Interests”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, in a private transaction at a price per Equity Interest of $13.8807, for an aggregate purchase price of $100.0 million (the “Share and Unit Repurchase Agreement”). The repurchase of the Equity Interests pursuant to the Share and Unit Repurchase Agreement will be made under the Company’s existing share repurchase program. As of December 3, 2023, after giving effect to the repurchase of the Equity Interests pursuant to the Share and Unit Repurchase Agreement, approximately $143.0 million of authorization remains available under the share repurchase program. The Share and Unit Repurchase Agreement contains customary representations, warranties and covenants of the parties. The transaction is expected to close by December 7, 2023.

The Share and Unit Repurchase Agreement also contemplates certain lock-up restrictions on future sales by Blackstone of shares of Class A Common Stock or securities convertible into or exchangeable for shares of Class A Common Stock (including, without limitation, the Units) until the Company makes public a press release announcing the Company’s earnings for the fourth quarter ended December 31, 2023.

A special committee of the Board of Directors of the Company (the “Special Committee”), consisting solely of independent directors not affiliated with Blackstone, pursuant to authority delegated to it by the Board of Directors of the Company, approved the Share and Unit Repurchase Agreement.

The foregoing summary does not purport to be a complete summary of and is subject to and is qualified in its entirety by reference to the full text of the Share and Unit Repurchase Agreement, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number    Description of Exhibit
Exhibit 99.1    Share and Unit Repurchase Agreement, dated December 3, 2023
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

BUMBLE INC.
By:  

/s/ Anuradha B. Subramanian

Name:   Anuradha B. Subramanian
Title:   Chief Financial Officer

Date: December 4, 2023

 

[Signature Page to 8-K]

Exhibit 99.1

SHARE AND UNIT REPURCHASE AGREEMENT

THIS SHARE AND UNIT REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of December, 2023, by and among Bumble Inc., a Delaware corporation (“Bumble”), Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings” and, together with Bumble, the “Bumble Parties,” and each a “Bumble Party”), and the selling shareholders (the “Selling Shareholders”) and the selling unitholders (the “Selling Unitholders” and together with the Selling Shareholders, the “Sellers,” and each a “Seller”) set forth on Schedule I hereto.

RECITALS

WHEREAS, (A) each Selling Shareholder desires to sell the number of shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) of Bumble set forth opposite such Selling Shareholder’s name on Schedule I (collectively, the “Shares”) to Bumble and (B) each Selling Unitholder desires to sell the number of limited partnership interests in Bumble Holdings set forth opposite such Selling Unitholder’s name on Schedule I (collectively, the “Units” and, together with the Shares, the “Equity Interests”) to Bumble Holdings, which Units are exchangeable for shares of Class A Common Stock on a one-for-one basis, and the Bumble Parties desire to purchase such Equity Interests from the Sellers, on the terms and conditions set forth in this Agreement (the “Repurchase Transaction”).

WHEREAS, Bumble is the general partner of Bumble Holdings.

WHEREAS, after due consideration, the special committee of the board of directors of Bumble has approved the Repurchase Transaction.

NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF THE EQUITY INTERESTS

Section 1.1 Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein), (A) the Selling Shareholders shall sell, assign, transfer, convey and deliver to Bumble the number of Shares set forth opposite such Selling Shareholder’s name on Schedule I hereto and (B) the Selling Unitholders shall sell, assign, transfer, convey and deliver to Bumble Holdings the number of Units set forth opposite such Selling Unitholder’s name on Schedule I hereto, and the Bumble Parties shall purchase, acquire and accept such number of Equity Interests from the Sellers. The purchase price for the Equity Interests shall be $13.8807 per Equity Interest, resulting in a total purchase price of $100.0 million (the “Purchase Price”).

Section 1.2 Closing. The closing of the Repurchase Transaction (the “Closing”) shall take place on December 7, 2023, unless another time, date or manner is agreed to in writing by the Sellers and the Bumble Parties (the “Closing Date”). On the Closing Date, each Seller shall deliver or cause to be delivered to the Bumble Parties all of such Seller’s right, title and interest in and to the Equity Interests to be sold by such Seller by an appropriate method reasonably agreed to by the Bumble Parties and the Sellers, together, in each case, with all documentation reasonably necessary to transfer to the Bumble Parties right, title and interest in and to such Equity Interests. On the Closing Date, (A) Bumble shall pay to each Selling Shareholder the portion of the Purchase Price for the Shares sold by such Selling Shareholder in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Selling Shareholders to Bumble and (B) Bumble Holdings shall pay to each Selling Unitholder the portion of the Purchase Price for the Units sold by such Selling Unitholder in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Selling Unitholders to Bumble Holdings.


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each of the Sellers hereby makes the following representations and warranties to the Bumble Parties as to itself, each of which is true and correct on the date hereof and the Closing Date and shall survive the Closing Date.

Section 2.1 Existence and Power.

(a) Such Seller has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 or Regulation 13D under the Securities Exchange Act of 1934) filing with, any governmental authority or court, or body or arbitrator having jurisdiction over such Seller; and (ii) except as would not have an adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement, do not and will not constitute or result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which such Seller is a party or with such Seller’s organizational documents or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of such Seller or cause the acceleration or termination of any obligation or right of such Seller or any other party thereto.

Section 2.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by such Seller and, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity.

Section 2.3 Title to the Equity Interests. Such Seller has or will have on the Closing Date good and valid title to the Equity Interests to be sold by such Seller free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim (other than pursuant to securities laws or agreements with the Bumble Parties), and full right, power and authority to sell, assign transfer and deliver the Equity Interests to be sold by such Seller hereunder.

Section 2.4 Sophistication of Seller. Such Seller acknowledges and agrees that, except as set forth in this Agreement, the Bumble Parties are not making any express or implied representations or warranties in connection with the Repurchase Transaction. Such Seller has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the Repurchase Transaction and of making an informed investment decision. Such Seller and/or such Seller’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Bumble Parties concerning the Equity Interests to be sold by such Seller and the Bumble Parties and all such questions have been answered to such Seller’s full satisfaction. Such Seller is not relying on the Bumble Parties with respect to the tax and other economic considerations of the Repurchase Transaction, and such Seller has relied on the advice of, or has consulted with, such Seller’s own advisors.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUMBLE PARTIES

Each Bumble Party hereby makes the following representations and warranties to the Sellers, each of which is true and correct on the date hereof and the Closing Date and shall survive the Closing Date.

Section 3.1 Existence and Power.

(a) Each Bumble Party is a corporation or limited partnership, as applicable, that is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power, authority and capacity to execute and deliver this Agreement, to perform such Bumble Party’s obligations hereunder, and to consummate the transactions contemplated hereby.


(b) The execution and delivery of this Agreement by the Bumble Parties and the consummation by the Bumble Parties of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to the Securities Exchange Act of 1934 and the Nasdaq Stock Market LLC) filing with, any governmental authority or court, or body or arbitrator having jurisdiction over such Bumble Party; and (ii) except as would not have an adverse effect on the ability of such Bumble Party to consummate the transactions contemplated by this Agreement, do not and will not constitute or result in a breach, violation or default under, any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which such Bumble Party is a party, with such Bumble Party’s certificate of incorporation, bylaws, certificate of limited partnership, limited partnership agreement or similar organizational document, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of such Bumble Party or cause the acceleration or termination of any obligation or right of such Bumble Party or any other party thereto.

Section 3.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by each Bumble Party and constitutes a legal, valid and binding obligation of such Bumble Party, enforceable against such Bumble Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity.

ARTICLE IV

CONDITIONS TO CLOSING

The obligations of the Sellers to consummate the transactions provided for herein are subject to the fulfillment, or waiver by the Sellers on or prior to the Closing, of the conditions set forth in Section 4.1 below. The obligations of the Bumble Parties to consummate the transactions provided for herein are subject to the fulfillment, or waiver by the Bumble Parties on or prior to the Closing, of the conditions set forth in Section 4.2 below.

Section 4.1 Representations of the Bumble Parties. The representations and warranties of the Bumble Parties set forth in Article III shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except for those breaches, if any, of such representations and warranties that in the aggregate would not have a material adverse effect upon the ability of the Bumble Parties to consummate the transactions contemplated by this Agreement or perform its obligations hereunder.

Section 4.2 Representations of the Sellers. The representations and warranties of the Sellers set forth in Article II shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except for those breaches, if any, of such representations and warranties that in the aggregate would not have a material adverse effect upon the ability of the Sellers to consummate the transactions contemplated by this Agreement or perform its obligations hereunder.

ARTICLE V

TERMINATION

Section 5.1 Termination. This Agreement and the transactions contemplated herein may be terminated at any time prior to Closing: (a) by the Bumble Parties or the Sellers if the Closing shall not have occurred on or before 11:59 PM Eastern time on December 15, 2023; or (b) by mutual prior written consent of the Bumble Parties and the Sellers; provided, however, that no party shall have the right to terminate this Agreement pursuant to clause (a) above if such party or its affiliates are at such time in material breach of this Agreement.


ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Notice. Any notice provided for in this Agreement shall be in writing and shall be either delivered electronically, personally delivered or sent by reputable overnight courier service (charges prepaid) to the address and to the attention of the person set forth in this Agreement. Notices will be deemed to have been given hereunder when delivered personally or by e-mail, and two business days after deposit postage prepaid with a reputable overnight courier service for delivery on the next business day.

If delivered to the Bumble Parties, to:

Bumble Inc.

1105 West 41st Street

Austin, TX 78756

  Attention:

Laura Franco, Chief Legal and Compliance Officer

  Email:

[Email Address]

With copies (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

  Attention:

William R. Golden III

Katharine L. Thompson

  Email:

[Email Address]; [Email Address]

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

  Attention:

Tad J. Freese

  Email:

[Email Address]

If to the Sellers, to:

BX Buzz ML-1 Holdco L.P.

BX Buzz ML-2 Holdco L.P.

BX Buzz ML-3 Holdco L.P.

BX Buzz ML-4 Holdco L.P.

BX Buzz ML-5 Holdco L.P.

BX Buzz ML-6 Holdco L.P.

BX Buzz ML-7 Holdco L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY, 10154

  Attention:

Drummond Rice, Managing Director and Head of Equity Capital Markets

  Email:

[Email Address]

With a copy (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

  Attention:

Scott Bennett

  Email:

[Email Address]

Section 6.2 Entire Agreement. This Agreement and the other documents and agreements executed in connection with the Repurchase Transaction (including the Lock-Up Agreement signed on the date of this Agreement, the form of which is attached hereto as Exhibit A) embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements,


representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

Section 6.3 Assignment; Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Section 6.4 Counterparts. This Agreement may be signed in one or more counterparts (which may be delivered in original form, facsimile, electronically or “pdf” file thereof), each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 6.5 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of New York, without giving effect to principles of conflicts of laws. Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby.

Section 6.6 No Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any person not a party hereto, or any such person’s dependents or heirs, any right to any benefits hereunder, and no such party shall be entitled to sue any party to this Agreement with respect thereto.

Section 6.7 Release. Except in respect of any claim of a breach of this Agreement, (i) the Sellers do hereby release each Bumble Party, its stockholders, its affiliates and successors, and all of such Bumble Party’s directors, officers, employees and agents, and agree to hold them, and each of them, harmless from any and all claims or causes of action that the Sellers may now have or know about, or hereafter may learn about, arising out of or in any way connected with the Repurchase Transaction, and the Sellers agree that the Sellers will not file any claim, charge, or lawsuit for the purpose of obtaining any monetary awards in connection with the Repurchase Transaction, and (ii) the Bumble Parties do hereby release the Sellers, their respective general and limited partners, affiliates and successors, and all of the Sellers’ directors, officers, managers, members, employees and agents, and the Bumble Parties agree that the Bumble Parties will not file any claim, charge, or lawsuit for the purpose of obtaining any monetary awards in connection with the Repurchase Transaction. The parties acknowledge that the foregoing release includes, but is not limited to, any claim arising under any federal, state, or local law, whether statutory or judicial, or ordinance, or any administrative regulation. For the avoidance of doubt, the foregoing release will not affect any separate agreements between the parties regarding indemnification, including the indemnification provisions in Sections 3.1 and 3.2 of the Registration Rights Agreement dated as of February 10, 2021, by and among Bumble and the other parties thereto.

Section 6.8 Waiver; Consent. This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto.

Section 6.9 No Broker. Each party represents to the other party that it has not engaged any third party as broker or finder or incurred or become obligated to pay any broker’s commission or finder’s fee in connection with the transactions contemplated by this Agreement.

Section 6.10 Further Assurances. Each party hereto hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish the transactions contemplated by this Agreement.

Section 6.11 Costs and Expenses. Each party hereto shall pay their own respective costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement.


Section 6.12 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(Signatures appear on the next page.)


IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

 

BUMBLE PARTIES:

 

BUMBLE INC.

By:   /s/ Anuradha Subramanian
Name:   Anuradha Subramanian
Title:   Chief Financial Officer

BUZZ HOLDINGS L.P.

By: Bumble Inc., its general partner

By:   /s/ Anuradha Subramanian
Name:   Anuradha Subramanian
Title:   Chief Financial Officer

SELLERS:

 

BX BUZZ ML-1 HOLDCO L.P.

By: BX Buzz ML-1 GP LLC, its general partner

By:   /s/ Shaina Ramsey
Name:   Shaina Ramsey
Title:   Vice President and Treasurer

BX BUZZ ML-2 HOLDCO L.P.

By: BX Buzz ML-2 GP LLC, its general partner

By:  

/s/ Shaina Ramsey

Name:   Shaina Ramsey
Title:   Vice President and Treasurer

[Signature Page to Share and Unit Repurchase Agreement]


BX BUZZ ML-3 HOLDCO L.P.

By: BX Buzz ML-3 GP LLC, its general partner

By:   /s/ Shaina Ramsey
Name:   Shaina Ramsey
Title:   Vice President and Treasurer

BX BUZZ ML-4 HOLDCO L.P.

By: BX Buzz ML-4 GP LLC, its general partner

By:   /s/ Shaina Ramsey
Name:   Shaina Ramsey
Title:   Vice President and Treasurer

BX BUZZ ML-5 HOLDCO L.P.

By: BX Buzz ML-5 GP LLC, its general partner

By:   /s/ Shaina Ramsey
Name:   Shaina Ramsey
Title:   Vice President and Treasurer

BX BUZZ ML-6 HOLDCO L.P.

By: BX Buzz ML-6 GP LLC, its general partner

By:   /s/ Shaina Ramsey
Name:   Shaina Ramsey
Title:   Vice President and Treasurer

BX BUZZ ML-7 HOLDCO L.P.

By: BX Buzz ML-7 GP LLC, its general partner

By:   /s/ Shaina Ramsey
Name:   Shaina Ramsey
Title:   Vice President and Treasurer

[Signature Page to Share and Unit Repurchase Agreement]


SCHEDULE 1

 

SELLER

   SHARES OF CLASS A COMMON
STOCK TO BE SOLD TO BUMBLE
     UNITS TO BE SOLD TO
BUMBLE HOLDINGS
 

BX Buzz ML-1 Holdco L.P.

     174,717         

BX Buzz ML-2 Holdco L.P.

     2,404,006         

BX Buzz ML-3 Holdco L.P.

     390,270         

BX Buzz ML-4 Holdco L.P.

     1,041,402         

BX Buzz ML-5 Holdco L.P.

     1,706        3,157,431  

BX Buzz ML-6 Holdco L.P.

            28,493  

BX Buzz ML-7 Holdco L.P.

            6,222  
  

 

 

    

 

 

 

TOTAL HOLDINGS

     4,012,101        3,192,146  
  

 

 

    

 

 

 


EXHIBIT A

Form of Lock-Up Agreement


Lock-Up Agreement

December 3, 2023

Bumble Inc.

1105 West 41st Street

Austin, TX 78756

Re: Bumble Inc.—Lock-Up Agreement

Ladies and Gentlemen:

The undersigned and Bumble Inc., a Delaware corporation (the “Company”), and Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings”) have entered into that certain Share and Unit Repurchase Agreement concurrently herewith (the “Repurchase Agreement”) providing for the repurchase (collectively, the “Repurchase”) by (i) the Company of Class A common stock, par value $0.01 per share of the Company (the “Class A Common Stock”) held by certain of the undersigned and (ii) Bumble Holdings of its limited partnership interests held by certain of the undersigned (the “Units”, and, together with the Class A Common Stock, the “Equity Interests”).

In consideration of the agreement by the Company and Bumble Holdings to repurchase the Equity Interests, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Class A Common Stock or Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Stock”) of the Company, or any options or warrants to purchase any shares of Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Stock of the Company (including, without limitation, the Units), whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue to be in effect until the date and time that the Company files or furnishes with the Securities and Exchange Commission or otherwise makes public a press release announcing the Company’s earnings for the fourth quarter ended December 31, 2023.

 

1


Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, including to charitable organizations, (ii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned, (iii) as a distribution to general or limited partners, members or stockholders of the undersigned, (iv) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) pursuant to an order of a court or regulatory agency, (vii) in connection with transactions by any person other than the Company relating to shares of Stock acquired in open market transactions after the completion of the Repurchase, (viii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in each case made to all holders of shares of the Company’s Stock involving a Change of Control (as defined below), provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the provisions of this Lock-Up Agreement, (ix) the pledge, hypothecation or other granting of a security interest in shares of Stock or securities convertible into or exchangeable for Shares to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Shares or such securities, provided, that the undersigned shall provide the Company prior written notice informing them of any public filing, report or announcement with respect to such pledge, hypothecation or other grant of a security interest, (x) the entry into a trading plan established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided, that in the case of this clause (x), sales under any such trading plan may not occur during the Lock-Up Period, (xi) sales, transfers or other dispositions pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock that has been entered into by the undersigned prior to the date hereof of which the Company has received notice or (xii) with the prior written consent of the Company; provided, that:

(1) in the case of each transfer or distribution pursuant to clauses (i) through (v) above, (a) each donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor;

(2) in the case of clauses (vi) and (vii), no public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of Stock shall be voluntarily made during the Lock-Up Period or any extension thereof;

(3) in the case of clauses (i) through (v) above, no public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of Stock shall be voluntarily made during the Lock-Up Period or any extension thereof; if any such reports or filings shall be required (a) the undersigned shall provide the Company with prior written notice informing them of such report or filing and (b) such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein; and

 

2


(4) for purposes of clause (viii), “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than the Company pursuant to the Repurchase) of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity).

Notwithstanding the foregoing, clause (1)(a) above shall not apply with respect to any transfer of shares of Stock to charitable organization transferees or recipients (including any direct or indirect member or partner of the undersigned that receives such shares of Stock pursuant to a distribution in-kind to such member or partner and is subject to restrictions requiring such shares of Stock to be transferred only to charitable organizations pursuant to clause (i) above) in an aggregate amount, together with any such transfers pursuant to any substantially similar lock-up agreement with the Company, not to exceed 1.0% of the outstanding shares of Stock (treating as outstanding, shares of Class A Common Stock issuable on exchange of Units in Bumble Holdings not held by the Company).

In addition, notwithstanding the foregoing, if the undersigned is a corporation or other form of legal entity (an “Entity”), the Entity may transfer the shares of Stock of the Company to any wholly owned subsidiary of such Entity; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such shares of Stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such shares of Stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value, and provided further that no public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership shall be voluntarily made during the Lock-Up Period or any extension thereof; if any such reports or filings shall be required (a) the undersigned shall provide the Representatives prior written notice informing them of such report or filing and (b) such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein. The undersigned now has, and, except as contemplated by clauses (i) through (viii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

The restrictions described in this Lock-Up Agreement shall not apply to (i) the sale of the Undersigned’s Shares or Units pursuant to the Repurchase Agreement; or (ii) any conversion or exchange of Units for shares of Class A Common Stock, provided that, in the case of this clause (ii) such shares of Stock shall be subject to the provisions of this Lock-Up Agreement.

The undersigned acknowledges and agrees that the Company has not made any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate.

 

3


The undersigned understands that, if the Repurchase Agreement shall terminate or be terminated prior to the consummation of the Repurchase in accordance with Article V thereof, the undersigned shall be released from all obligations under this Lock-Up Agreement and this Lock-Up Agreement shall be of no further effect. The undersigned understands that the Company is relying upon this Lock-Up Agreement in proceeding toward consummation of the Repurchase. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York.

[Remainder of Page Intentionally Blank]

 

4


 

Very truly yours,

 

BX BUZZ ML-1 HOLDCO L.P.

 

By: BX Buzz ML-1 GP LLC, its general partner

By:    
Name:  
Title:  

BX BUZZ ML-2 HOLDCO L.P.

 

By: BX Buzz ML-2 GP LLC, its general partner

By:    
Name:  
Title:  

BX BUZZ ML-3 HOLDCO L.P.

 

By: BX Buzz ML-3 GP LLC, its general partner

By:    
Name:  
Title:  

BX BUZZ ML-4 HOLDCO L.P.

 

By: BX Buzz ML-4 GP LLC, its general partner

By:    
Name:  
Title:  

[Signature Page to Lock-Up Agreement]


BX BUZZ ML-5 HOLDCO L.P.

 

By: BX Buzz ML-5 GP LLC, its general partner

By:    
Name:  
Title:  

BX BUZZ ML-6 HOLDCO L.P.

 

By: BX Buzz ML-6 GP LLC, its general partner

By:    
Name:  
Title:  

BX BUZZ ML-7 HOLDCO L.P.

 

By: BX Buzz ML-7 GP LLC, its general partner

By:    
Name:  
Title:  

[Signature Page to Lock-Up Agreement]

v3.23.3
Document and Entity Information
Dec. 03, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001830043
Document Type 8-K
Document Period End Date Dec. 03, 2023
Entity Registrant Name Bumble Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-40054
Entity Tax Identification Number 85-3604367
Entity Address, Address Line One 1105 West 41st Street
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78756
City Area Code (512)
Local Phone Number 696-1409
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $0.01 per share
Trading Symbol BMBL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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