ZYNGA INC. (NASDAQ:ZNGA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On May 24, 2019, Big Dog Holdings LLC (“Seller”), a wholly-owned subsidiary of Zynga Inc. (“Zynga”), and BCP-CG 650 Property LLC (“Buyer”), an affiliate of Beacon Capital Partners, LLC, entered into an Agreement of Purchase and Sale (the “Sale Agreement”) to which (i) Buyer will purchase from Seller all of its interest in the real property located at 650 Townsend Street and 699 Eighth Street in San Francisco, California (the “Building”) (including all of the preexisting leases among Seller and third-party tenants in the Building) and (ii) Zynga will enter into an office lease with Buyer to lease back approximately 185,000 rentable square feet of office space located in the Building (the “Lease”), where Zynga’s corporate headquarters is currently located and is expected to remain.
The aggregate pre-tax consideration to be paid by Buyer to Seller to the Sale Agreement is approximately $600 million in cash (the “Purchase Price”), $25 million of which is to be deposited into an escrow account. The Purchase Price will be subject to adjustment for customary closing costs and other matters as set forth in the Sale Agreement.
The closing of the sale of the Building is expected to take place before the end of July 2019, subject to customary closing conditions and deliveries.
to and upon closing of the Sale Agreement, Zynga will enter into the Lease, providing for a 12-year lease commencing in July 2019 and expiring in July 2031, with options to extend the term of the Lease by up to a maximum of an additional 22 years. The initial base rent will be approximately $10 million for the first year of the Lease, and may increase by an amount not to exceed 3.25% per year commencing July 2020.
The foregoing descriptions of the Sale Agreement and the Lease do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.01.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
* Certain portions of this exhibit have been redacted to preserve confidentiality. The registrant hereby undertakes to provide further information regarding such redacted information to the Commission upon request.
+ Schedules and similar attachments have been omitted to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to provide further information regarding such omitted materials to the Commission upon request.
ZYNGA INC Exhibit
EX-10.1 2 znga-ex101_24.htm EX-10.1 SALE AGREEMENT znga-ex101_24.htm Exhibit 10.1 650 townsend street and 699 eighth Streetsan francisco,…
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About ZYNGA INC. (NASDAQ:ZNGA)
Zynga Inc. is a provider of social game services. The Company develops, markets and operates social games as live services played on mobile platforms, such as iPhone Operating System (iOS) and Android and social networking sites, such as Facebook. The Company operates through developing and monetizing social games segment. It has developed various social games, including games in its Slots, Words With Friends, Zynga Poker and FarmVille franchises. The Company also launched various games on mobile and Web, including Words on Tour and FarmVille: Harvest Swap in the Casual category; Black Diamond Casino and Princess Bride Slots in the Social Casino category; Empires & Allies in the Action Strategy category, and Mountain Goat Mountain. It invests in various game categories, including Social Casino, Casual, Action Strategy and Invest Express. It analyzes the data generated by its players’ game play and social interactions to guide the creation of content and features.