Business Context and Reporting Period
Company: MediaAlpha, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 29, 2022
Reporting Period: Event date March 29, 2022
MediaAlpha, Inc. filed this report to disclose an amendment to a previously announced Asset Purchase Agreement regarding the acquisition of substantially all assets of Customer Helper Team, LLC ("Seller") by its wholly-owned subsidiary, QuoteLab, LLC.
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Agreement Amendments
On March 29, 2022, the Buyer Parties and Seller Parties executed a First Amendment to the Asset Purchase Agreement originally signed on February 24, 2022. Key modifications include:
- Closing Date: The closing is now prohibited from occurring prior to April 1, 2022, unless approved in writing by the Buyer. The deadline for closing has been extended to April 15, 2022.
- Earn-Out Periods: Dates for the commencement and end of each Earn-Out Period have been modified to account for the delayed closing.
- New Conditions: A new condition requires the Seller to complete the transition of the Business to a new software platform and maintain certain performance levels through such transition.
- Consents: Certain third-party consents previously required as conditions to consummate the transaction have been removed.
- Asset Scope: Certain contracts related to the Business have been excluded from the Purchased Assets.
Outlook, Risks, and Management Commentary
Outlook: The transaction is expected to close after April 1, 2022, subject to the satisfaction of the amended conditions, including the software platform transition.
Risks and Contingencies: The filing includes standard forward-looking statements regarding the acquisition. Risks include the potential for assumptions to prove inaccurate, the failure to meet performance levels during the software transition, and the possibility that the transaction may not be realized. MediaAlpha undertakes no obligation to revise these statements.
Investor Verification Checklist
- Verify the status of the Seller's transition to the new software platform as a condition precedent to closing.
- Confirm whether the closing occurs by the new deadline of April 15, 2022.
- Review the specific contracts excluded from the Purchased Assets to assess impact on the acquired business scope.
- Monitor the adjusted Earn-Out Period dates for future performance obligations.