890 5TH AVENUE PARTNERS, INC. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
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The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of 890 and BuzzFeed.
The Business Combination
The Merger Agreement provides for, among other things, the following transactions at the closing: Merger Sub I will merge with and into BuzzFeed, with BuzzFeed as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of 890 (the "Merger"). Immediately following the Merger, BuzzFeed will merge with and into Merger Sub II (the "Second Merger," together with the Merger, the "Two-Step Merger") with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, is referred to as the "Surviving Company"). The Two-Step Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination."
The Business Combination is anticipated to close in the fourth quarter of 2021, following the receipt of the required approval by 890's and BuzzFeed's stockholders and the fulfillment of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Merger
Agreement, each share of Class A common stock of BuzzFeed, par value
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Governance
890 has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Business Combination, the 890 board of directors shall consist of up to seven directors, which shall be divided into three classes, which directors shall include, subject to the terms of the Voting Agreement (as defined below), one designee of 890, two director nominees to be designated by the mutual agreement of 890 and BuzzFeed, and four designees of BuzzFeed. Additionally, the current BuzzFeed management team will serve as the management team of 890 in their current roles and titles.
As a condition to the closing of the Business Combination,
The foregoing description of the Voting Agreement is subject to and qualified in its entirety by reference to the full text of the form of Voting Agreement, a copy of which is included as Exhibit 4.1 hereto, and the terms of which are incorporated herein by reference.
Representations and Warranties; Covenants
The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of 890 and BuzzFeed and that each of the parties have undertaken to procure approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). In addition, 890 has agreed to adopt an equity incentive plan and employee stock purchase plan, . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Notes and the Class A Common Stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption provided in Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure.
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Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that 890 and BuzzFeed have prepared for use in connection with the announcement of the Business Combination.
On
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
890 intends to file with the
Participants in the Solicitation
890, BuzzFeed and their respective directors, executive officers, other members
of management and employees, under
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Disclaimer; Non-Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or 890's or BuzzFeed's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of BuzzFeed are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by 890 and its management, and BuzzFeed and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement; (2) the outcome
of any legal proceedings that may be instituted against 890, BuzzFeed, the
combined company or others following the announcement of the Business
Combination; (3) the inability to complete the Business Combination due to the
failure to obtain approval of the stockholders of 890 or to satisfy other
conditions to closing; (4) changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the
Business Combination; (5) the ability to meet stock exchange listing standards
at or following the consummation of the Business Combination; (6) the risk that
the Business Combination disrupts current plans and operations of BuzzFeed as a
result of the announcement and consummation of the Business Combination; (7) the
ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably; continued market acceptance of,
and traffic engagement with, BuzzFeed's content; expectations, beliefs and
objectives for future operations; BuzzFeed's ability to further attract, retain,
and increase its traffic; BuzzFeed's ability to expand existing business lines,
develop new revenue opportunities, and bring them to market in a timely manner;
BuzzFeed's expectations concerning relationships with strategic partners and
other third parties; BuzzFeed's ability to maintain, protect and enhance its
intellectual property; future acquisitions or investments in complementary
companies, content or technologies; BuzzFeed's ability to attract and retain
qualified employees; the proceeds of the Business Combination and BuzzFeed's
expected cash runway; demand for products and services; technological
developments and other potential effects of the Business Combination on
BuzzFeed; (8) costs related to the Business Combination; (9) changes in
applicable laws or regulations, including revised foreign content and ownership
regulations; (10) changes in national and local economic and other conditions
and developments in technology, each of which could influence the levels (rate
and volume) of BuzzFeed's subscriptions and advertising, the growth of its
businesses and the implementation of its strategic initiatives; government
regulation; (11) poor quality broadband infrastructure in certain markets; (12)
the possibility that BuzzFeed or the combined company may be adversely affected
by other economic, business and/or competitive factors; and (13) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in 890's Registration Statement on
Form S-1 (File No. 333-251650), as amended by the section entitled "Risk
Factors" in 890's Quarterly Report on Form 10-Q for the quarterly period ended
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither 890 nor BuzzFeed undertakes any duty to update these forward-looking statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1† Agreement and Plan of Merger, dated as ofJune 24, 2021 , by and among890 5th Avenue Partners, Inc. ,Bolt Merger Sub I, Inc. ,Bolt Merger Sub II, Inc. , andBuzzFeed, Inc. 4.1 Form of Voting Agreement 4.2 Amendment No. 1 to Registration Rights Agreement, by and among890 5th Avenue Partners, Inc. , 200Park Avenue Partners, LLC , PA 2Co-Investment LLC andCraig-Hallum Capital Group LLC 4.3 Form of Amended & Restated Registration Rights Agreement (included in Exhibit 2.1) 10.1 Form of Convertible Note Subscription Agreement. 10.2 Sponsor Support Agreement, dated as ofJune 24, 2021 , by and among 200Park Avenue Partners, LLC ,890 5th Avenue Partners, Inc. andBuzzFeed, Inc. 10.3 Form of BuzzFeed Stockholder Support Agreement (included in Exhibit 2.1) 99.1 Press Release, datedJune 24, 2021 . 99.2 Investor Presentation. 99.3 Press Release, datedJune 24, 2021 .
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
furnish supplementally a copy of all omitted exhibits and schedules to the
SEC upon its request.
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