BuzzFeed Acquires Complex Networks Assets

TL;DR

BuzzFeed just bought parts of Complex Networks, expanding its empire.

AI Summary

On December 10, 2024, BuzzFeed, Inc. announced the completion of its acquisition of certain assets from Complex Networks, a subsidiary of Constellation Acquisition Corp. This transaction involved the transfer of specific assets and liabilities, with BuzzFeed assuming certain obligations related to the acquired business. The filing also disclosed changes in executive compensation and the appointment of new officers.

Why It Matters

This acquisition could significantly expand BuzzFeed's media portfolio and reach, potentially impacting its market position and future revenue streams.

Risk Assessment

Risk Level: medium — The acquisition of assets and assumption of liabilities introduces integration risks and potential financial complexities for BuzzFeed.

Key Players & Entities

• BuzzFeed, Inc. (company) — Registrant
• Complex Networks (company) — Acquired Assets Seller
• Constellation Acquisition Corp. (company) — Parent of Complex Networks
• December 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share BZFD The Nasdaq Sto
• $46.00 — k at an exercise price of approximately $46.00 per share BZFDW The Nasdaq Stock Market
• $82.5 m — t the Closing, paid a purchase price of $82.5 million, which gives effect to certain cl
• $75.6 million — from the disposition, or approximately $75.6 million after deducting transaction-related exp
• $3.2 million — ed and unpaid interest of approximately $3.2 million). The Company issued a notice of redemp
• $12.0 million — pany agreed to repurchase approximately $12.0 million aggregate principal amount of Notes fro
• $1.2 million — est) and the redemption / repurchase of $1.2 million of Notes with cash on hand (together wi
• $30.0 million — ued and unpaid interest), approximately $30.0 million aggregate principal amount of Notes wil
• $0.9 million — any paid a consent fee of approximately $0.9 million to consenting holders of Notes on Decem
• $1,000 — Notes then outstanding equal to 3% per $1,000 principal amount of Notes then outstand
• $0.5 million — ipal amount together with approximately $0.5 million of accrued and unpaid interest to (but
• $95,000 — y employees of the Company, including a $95,000 (actual dollars) cash bonus to the Co
• $96,562 — ief Financial Officer, Matt Omer, and a $96,562 (actual dollars) cash bonus to the Comp

Filing Documents

• bzfd-20241210.htm (8-K) — 71KB
• exhibit21apa-executionvers.htm (EX-2.1) — 730KB
• exhibit41buzzfeed-fourthsu.htm (EX-4.1) — 39KB
• exhibit99112122024final.htm (EX-99.1) — 22KB
• exhibit992proformas.htm (EX-99.2) — 317KB
• 0001828972-24-000249.txt ( ) — 1493KB
• bzfd-20241210.xsd (EX-101.SCH) — 3KB
• bzfd-20241210_def.xml (EX-101.DEF) — 16KB
• bzfd-20241210_lab.xml (EX-101.LAB) — 30KB
• bzfd-20241210_pre.xml (EX-101.PRE) — 17KB
• bzfd-20241210_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. First We Feast Transaction On December 11, 2024, BuzzFeed Media Enterprises, Inc., a Delaware corporation (the " Seller ") and a wholly-owned subsidiary of BuzzFeed, Inc. (" BuzzFeed " or the " Company "), entered into an Asset Purchase Agreement (the " Asset Purchase Agreement ") with FEAST OPCO LLC (the " Purchaser "), providing for the sale by the Seller to the Purchaser of certain assets related to the Seller's business operating under the "First We Feast" brand (the " First We Feast Transaction "). The First We Feast Transaction closed on December 11, 2024, immediately following entry into the Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, the Purchaser purchased certain assets and assumed certain liabilities related to the business of First We Feast, and, at the Closing, paid a purchase price of $82.5 million, which gives effect to certain closing adjustments for net working capital and accrued employee compensation. Pursuant to the Asset Purchase Agreement, the Purchaser will make offers of employment to certain employees engaged in the business of First We Feast. The Asset Purchase Agreement contains representations, warranties, and covenants of both of the parties thereto that are customary for transactions of this type. The representations and warranties of each party will not survive at the Closing, but the parties have agreed to indemnify each other against certain liabilities that arise following the Closing. A copy of the Asset Purchase Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the description of the Asset Purchase Agreement in this Current Report on Form 8-K is qualified in its entirety by reference thereto. As noted above, the Asset Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Asset Purchase Ag

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in Item 1.01 is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the First We Feast Transaction, the Compensation Committee of the Company's Board of Directors approved the grant of cash bonuses to certain key employees of the Company, including a $95,000 (actual dollars) cash bonus to the Company's Chief Financial Officer, Matt Omer, and a $96,562 (actual dollars) cash bonus to the Company's Chief Legal Officer, David Arroyo. The bonuses will be paid shortly following the Closing.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 12, 2024, the Company issued a press release reporting the consummation of the First We Feast Transaction. On December 12, 2024, the Company also posted supplemental investor materials on the Investors Relations section of its website, available at investors.buzzfeed.com (including its financial outlook for the fourth quarter of 2024). A copy of this press release is attached as Exhibit 99.1 to this Current Form on 8-K and is incorporated herein by reference. The Company announces material information to the public through filings with the Securities and Exchange Commission, the investor relations page on the Company's website, press releases, public conference calls and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD. The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which the Company announces information will be posted on the investor relations page on the Company's website.

Forward Looking Statements

Forward Looking Statements Certain statements in this Current Report may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Our forward-looking statements include, but are not limited to, statements regarding the benefits of the First We Feast Transaction, our expected future performance (including future revenue, pro forma enterprise value, cash balance and our guidance for the quarter and year ended December 31, 2024), market opportunities for BuzzFeed, HuffPost, and Tasty, and the overall digital publishing market and statements regarding our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "affect," "anticipate," "believe," "can," "contemplate," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "seek," "should," "target," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include all matters that are not historical facts. The forward-looking statements contained in this Current Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, (some of which are beyond our control) uncertainties or other assumptions that may cause actual results or performance to be materially diffe

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information. The unaudited pro forma condensed consolidated financial information of BuzzFeed for the years ended December 31, 2022 and 2023, and for the nine months ended September 30, 2024, are attached hereto as Exhibit 99.2. (d) Exhibits. Exhibit Number Description 2.1 Asset Purchase Agreement, dated December 11, 2024, by and between BuzzFeed Media Enterprises, Inc. and FEAST OPCO LLC. 4.1 Fourth Supplemental Indenture, dated December 10, 2024, between BuzzFeed, Inc. and Wilmington Savings Fund Society, FSB, as trustee. 99.1 Press Release Dated December 12, 2024. 99.2 Unaudited Pro Forma Condensed Consolidated Financial Information of BuzzFeed Inc. for the years ended December 31, 2022 and 2023, and for the nine months ended September 30, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: 12/12/2024 BuzzFeed, Inc. By: /s/ Jonah Peretti Name: Jonah Peretti Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR