AppFolio, Inc. (NASDAQ:APPF) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01. Entry into a Material Definitive Agreement.
On January 7, 2019 (the “Closing Date”), AppFolio, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Riviera Mar, Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), Dynasty Marketplace, Inc. (“Dynasty”) and Fortis Advisors LLC, in its capacity as agent for the stockholders of Dynasty (collectively, the “Stockholders”), to which, upon the filing of a Certificate of Merger with the Delaware Secretary of State on January 7, 2019, Merger Subsidiary was merged with and into Dynasty, and Dynasty became a wholly-owned subsidiary of the Company (the “Transaction”). At the closing of the Transaction, the Company entered into employment agreements with certain Stockholders. Dynasty is in the business of developing artificial intelligence-based software solutions for real estate businesses. There is no material relationship between the Company (or any of its affiliates) and the Stockholders other than in respect of the Transaction.
The consideration paid to the Stockholders was $60,000,000, less certain adjustments set forth in the Merger Agreement, of which $6,000,000 (the “Holdback Amount”) will be retained by the Company to satisfy any such adjustments, including without limitation certain indemnification claims, if any. The balance of the Holdback Amount, less any amount retained (the “Retained Amount”) with respect to any unresolved indemnification claims (each, an “Unresolved Claim”), will be released to the Stockholders within three business days after the one-year anniversary of the Closing Date (the “Holdback Release Date”). If an Unresolved Claim is finally resolved after the Holdback Release Date, then, within three business days after the final resolution of such Unresolved Claim, the balance of the Retained Amount after satisfying such Unresolved Claim, less any amounts associated with all remaining Unresolved Claims, will be released to the Stockholders.
The Merger Agreement contains customary representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (“Current Report”) and which is incorporated by reference herein in its entirety.
Item 9.01. Completion of Acquisition or Disposition of Assets.
The information disclosed under Item 9.01 of this Current Report is incorporated by reference into this Item 9.01 in its entirety.
Item 9.01. Regulation FD Disclosure.
On January 8, 2019, the Company issued a press release announcing the Transaction. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 9.01, including the press release attached hereto as Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section. Such information shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of the Business Acquired.
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report within seventy-one (71)calendar days from the date that this Current Report is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information, to the extent required by this Item 9.01, will be filed by amendment to this Current Report within seventy-one (71)calendar days from the date that this Current Report is required to be filed.
(d) Exhibits:
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Exhibit Number |
Description |
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Agreement and Plan of Merger, dated January 7, 2019, by and among AppFolio, Inc., Riviera Mar, Inc., Dynasty Marketplace, Inc. and Fortis Advisors LLC. |
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Press Release issued on January 8, 2019. |
APPFOLIO INC Exhibit
EX-2.1 2 a21mergeragreement.htm EXHIBIT 2.1 Exhibit Exhibit 2.1AGREEMENT AND PLAN OF MERGERby and amongAPPFOLIO,…
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About AppFolio, Inc. (NASDAQ:APPF)
AppFolio, Inc. is a provider of industry-specific, cloud-based software solutions for small and medium-sized businesses (SMBs) in the property management and legal industries. The Company’s mobile-optimized software solutions enable its customers to work at any time and from anywhere across multiple devices. Its property management software provides small and medium-sized property managers with an end-to-end solution to their business needs. The Company’s legal software provides solo practitioners and small law firms with a streamlined practice and case management solution, allowing them to manage their practices and case load. It also offers Value+ services, such as its professionally designed Websites and electronic payment services. The Company’s property manager customers include third-party managers and owner-operators, managing single- and multi-family residences, commercial property and student housing, as well as mixed real estate portfolios.