YELP INC. (NYSE:YELP) Files An 8-K Completion of Acquisition or Disposition of Assets

YELP INC. (NYSE:YELP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

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On October 10, 2017, to the terms of a Unit Purchase Agreement, dated as of August 3, 2017 (the “Purchase Agreement”), by and among Yelp Inc. (the “Company”), Eat24, LLC (“Eat24”), a wholly owned subsidiary of the Company, Grubhub Inc. (“Grubhub”) and Grubhub Holdings Inc. (“Purchaser”), a wholly owned subsidiary of Grubhub, the Company completed its sale of all of the outstanding equity interests in Eat24 to the Purchaser (the “Disposition”). Immediately prior to the closing of the Disposition, the Company transferred certain assets to Eat24, which consisted of assets that are material to or necessary for the operation of the Eat24 business that were not then owned by Eat24. The Company received approximately $251.7 million in cash at closing; the Purchaser paid the remaining $28.75 million of the purchase price into an escrow account, which will be held for an 18-month period after closing to secure the Purchaser's rights of indemnification under the Purchase Agreement. The purchase price remains subject to certain customary post-closing adjustments to the Purchase Agreement.

The foregoing description of the Disposition and the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement. A copy of the Purchase Agreement was filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 9, 2017, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Unaudited Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2017 and for the year ended December 31, 2016 giving effect to the Disposition, as well as the Company’s previously reported acquisitions of Nowait, Inc. and Turn>

(d) Exhibits.

* Incorporated by reference to Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017.

YELP INC Exhibit
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Yelp Inc. (Yelp) connects people with local businesses by bringing word of mouth online and providing a platform for businesses and consumers to engage and transact. The Company provides local business review sites. Yelp provides a platform for consumers to share their everyday local business experiences, through reviews, tips, photos and videos, and engages directly with businesses, through reviews, phone calls and its Message the Business feature. Its platform also provides businesses of all sizes with a range of free and paid services that help them engage with consumers. The Company has a range of communities of contributors across the world that contributes the content on its platform. These contributors provide firsthand information about local businesses in the form of reviews and ratings, tips, photos and videos. The Company has Yelp communities in Argentina, Australia, Austria, Belgium, Brazil, Canada, Switzerland, Taiwan, Turkey, the United Kingdom and the United States.

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