Bumble Founder Wolfe Herd To Keep Half Her Class A Stake In $6.05-A-Share Take-Private
A Schedule 13D amendment shows Whitney Wolfe Herd will swap at least 10,900,000 shares for buyer equity and take cash for the rest.
Bumble founder Whitney Wolfe Herd and her Beehive entity agreed to swap at least 10,900,000 Class A shares, about 50% of their Class A holdings, for stock in the buyer's holding company, according to a Schedule 13D amendment (an SEC ownership filing) filed Wednesday. Everyone else gets $6.05 in cash per share under a merger agreement signed October 12.
What the amendment says
The filing says Wolfe Herd and Beehive Holdings III, LP signed a Rollover Agreement on October 12. Just before the merger takes effect, they will hand the shares to Oak Topco, Inc., a wholly owned subsidiary of Ithaca Holdco, and receive Topco stock in return. They will not get the cash merger price for those shares.
The rollover count can be adjusted, but it cannot fall below 10,900,000 shares. The Rollover Agreement assumes the exchanged securities are worth $65,945,000 at the merger price. It also says that, on that assumption, the stock she receives would be 4.60% of Topco's equity, subject to adjustment.
Her remaining Class A shares and vested restricted stock units convert to $6.05 in cash per share. The agreement lets the rollover investor change the amount during the 14 days after October 12.
Her stake and the Blackstone group
Wolfe Herd reported 22,623,484 shares, or 14.7% of the class. The figure includes exercisable options and 21,230,911 shares issued on October 12 when Common Units were exchanged for Class A stock.
Under the Stockholders Agreement, she and affiliates of Blackstone are deemed a group. Together they may be deemed to own 38,524,694 shares, or 25.1% of the Class A stock. Blackstone is filing its own separate report.
The agreement also says her employment ends at closing and is treated as a termination without cause. She would receive severance, including twelve months of base salary and target bonus, plus a prorated 2027 bonus based on a $650,000 target.
What to watch
The rollover only happens if the merger closes. Bumble shares were unchanged at $5.97 in Wednesday after-hours trading, matching the regular-session close.
The Wall Street Journal reported on Monday that Bumble was in advanced talks to go private, with Ithaca Holdings as buyer. A Yahoo Finance report said the shares have fallen more than 90% since the 2021 IPO.
If the deal closes, the founder will hold Topco stock rather than cash on at least half of her Class A shares, and the filing says she has until 14 days after October 12 to change that amount.
Sources
- SCHEDULE 13D/A — Whitney Wolfe Herd re: Bumble Inc. (BMBL) — SEC EDGAR
- SCHEDULE 13D/A Exhibit 99.(J) — EXHIBIT J — SEC EDGAR
- Bumble stock surges on report of $1B buyout talks — Yahoo Finance
