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Item
2.01. Completion of Acquisition or Disposition of Assets
On August 9, 2016, Blucora, Inc. (“Blucora”) and its wholly owned subsidiary, Infospace LLC (“Infospace”) completed the disposition of substantially all of the assets of Infospace to InfoSpace Holdings, LLC, a wholly-owned subsidiary of OpenMail LLC (the "Transaction"), pursuant to the terms of the Asset Purchase Agreement (the “Purchase Agreement”) described in, and filed with, the Current Report on Form 8-K filed by Blucora on July 5, 2016. The total consideration payable to Blucora in connection with the Transaction is $45,000,000 in cash, subject to customary adjustments, including a working capital adjustment at closing. Under the terms of the Transaction, Blucora
will provide certain transitional services to InfoSpace Holdings, LLC.
The foregoing description of the Transaction and the Purchase Agreement is a summary, does not purport to be a complete description, and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the July 5, 2016 Current Report on Form 8-K.
The foregoing information (including the press release attached as an exhibit hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 9.01. Financial
Statements and Exhibits
(b) Pro Forma Financial Information
Pro forma financial statements are not included in this filing as the results of the Infospace business have previously been classified as discontinued operations and have been properly presented as such in the Company's historical financial statements included in its Form 10-K for the year ended December 31, 2015 and the Forms 10-Q for the quarters ended March 31, 2016 and June 30, 2016. The cash received as consideration for the sale as noted in Item 2.01 will be used to pay down debt.
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.
