BLUCORA, INC. (Form: 8-K, Received: 07/02/2021 16:38:53)

FALSE000106887500010688752021-06-292021-06-29

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

(Date of earliest event reported)

(Exact name of registrant as specified in its charter)


Delaware	000-25131	91-1718107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3200 Olympus Blvd, Suite 100

(Address of principal executive offices)

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BCOR	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced, on January 6, 2020, Blucora, Inc. (the “Company”) entered into a Stock Purchase Agreement (as amended by the First Amendment to Stock Purchase Agreement, dated as of April 7, 2020, and the Second Amendment to Stock Purchase Agreement, dated as of June 30, 2020, the “Purchase Agreement”) with Honkamp Krueger Financial Services, Inc. (“HKFS”), the selling stockholders named therein (the “Sellers”) and JRD Seller Representative, LLC, as the Sellers’ representative (the “Sellers’ Representative”), pursuant to which the Company agreed to acquire all of the issued and outstanding common stock of HKFS. Following the Company’s entry into the Purchase Agreement, the Company assigned the Purchase Agreement to Spirit Acquisitions, LLC (“Spirit Acquisitions”), an indirect wholly owned subsidiary of the Company.

On June 29, 2021, Spirit Acquisitions, HKFS, the Sellers, and the Sellers’ Representative entered into the Third Amendment to Stock Purchase Agreement (the “Amendment”) to, among other things, revise the definitions of (i) “Assets Under Management” lower the credit from 25% down to 10% that is credited to any earnout calculation for assets acquired by the Company after the closing and placed on the HKFS platform and (ii) “Company’s AUM” to remove the exclusion of Assets Under Management attributable to assets associated with certain specified employees in the Purchase Agreement for purposes of calculating the two potential post-closing earn-out payments payable by Spirit Acquisitions.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No						Description

2.1						Third Amendment to Stock Purchase Agreement, dated June 29, 2021, by and among Spirit Acquisitions, LLC, Honkamp Krueger Financial Services, Inc., the sellers named therein, and JRD Seller Representative, LLC, as the sellers’ representative.
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

Safe Harbor Statement Under the Private Securities and Litigation Reform Act

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecasts,” “future,” “will,” “projects,” “predicts,” “potential,” “continues,” “target,” “outlook” and similar expressions and variations. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to: the impact of the coronavirus pandemic on the Company’s results of operations and its business, including the impact of the resulting economic and market disruption and the extension of tax filing deadlines and other related relief; the Company’s ability to effectively implement its future business plans and growth strategy; the Company’s ability to effectively compete within its industry; the Company’s ability to attract and retain financial professionals, qualified employees, clients, and customers, as well as its ability to provide strong customer/client service; the Company’s ability to close, finance, and realize all of the anticipated benefits of acquisitions, as well as its ability to integrate the operations of recently acquired businesses, and the potential impact of such acquisitions on its existing indebtedness and leverage; the Company’s future capital requirements and the availability of financing, if necessary; the Company’s ability to meet its current and future debt service obligations, including the Company’s ability to maintain compliance with its debt covenants; downgrade of the Company’s credit ratings; the Company’s ability to generate strong performance for its clients and the impact of the financial markets on its clients’ portfolios; the impact of new or changing legislation and regulations (or interpretations thereof) on the Company’s business, including its ability to successfully address and comply with such legislation and regulations (or interpretations thereof) and increased costs, reductions of revenue, and potential fines, penalties or disgorgement to which it may be subject as a result thereof; risks, burdens, and costs, including fines, penalties or disgorgement, associated with the Company’s business being subjected to regulatory inquiries, investigations or initiatives; risks associated with legal proceedings, including litigation and regulatory proceedings; the Company’s ability to manage leadership and employee transitions, including costs and time burdens on management and its board of directors related thereto; political and economic conditions and events that directly or indirectly impact the wealth management and tax preparation industries; the Company’s ability to respond to rapid technological changes, including its ability to successfully release new products and services or improve upon existing products and services; the compromising of confidentiality, availability or integrity of information, including cyberattacks; the Company’s expectations concerning the revenues it generates from fees associated with the financial products that it distributes; risks related to goodwill and other intangible asset

impairment; the Company’s ability to develop, establish, and maintain strong brands; risks associated with the use and implementation of information technology and the effect of security breaches, computer viruses, and computer hacking attacks; the Company’s ability to comply with laws and regulations regarding privacy and protection of user data; the Company’s ability to maintain its relationships with third-party partners, providers, suppliers, vendors, distributors, contractors, financial institutions, industry associations, and licensing partners, and the Company’s expectations regarding and reliance on the products, tools, platforms, systems, and services provided by these third parties; the Company’s beliefs and expectations regarding the seasonality of its business; the Company’s assessments and estimates that determine its effective tax rate; and the Company’s ability to protect its intellectual property and the impact of any claim that the Company has infringed on the intellectual property rights of others. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as may be required by law.

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.


Date: July 2, 2021

	BLUCORA, INC.

	By	/s/ Ann J. Bruder
		Ann J. Bruder
		Chief Legal, Development and
		Administrative Officer and Secretary

STOCK PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 29th day of June, 2021 (the “Effective Date”), by and among Spirit Acquisitions, LLC, a Delaware limited liability company (“Buyer”), Honkamp Krueger Financial Services, Inc., an Iowa corporation (the “Company”), the stockholders of the Company set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and JRD Seller Representative, LLC, an Iowa limited liability company, as the representative of the Sellers (the “Sellers’ Representative”).

WHEREAS, Buyer, the Company, the Sellers and the Sellers’ Representative entered into that certain Stock Purchase Agreement dated January 6, 2020, as amended by that First Amendment to Stock Purchase Agreement, dated April 7, 2020 and that Second Amendment to Stock Purchase Agreement, dated June 30, 2020 (as amended, the “Purchase Agreement”), pursuant to which the Sellers sold to Buyer and Buyer purchased from the Sellers the Purchased Shares (as defined in the Purchase Agreement);

WHEREAS, Blucora, Inc. assigned all of its right, title, benefit, privilege and interest in, and obligations under, the Purchase Agreement to Buyer on June 29, 2020; and

WHEREAS, Buyer, the Company, the Sellers and the Sellers’ Representative desire to amend the Purchase Agreement as provided herein.

NOW, THEREFORE, in consideration of mutual agreements as herein expressed, and for other good and valuable consideration exchanged by the parties, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1.Defined Terms. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

a.The definition of “Assets Under Management” set forth in Section 1.1 is hereby amended and restated in its entirety as follows:

““Assets Under Management” means, as of any date of determination, the aggregate market value of all assets, including any new accounts from new Customers produced by the Company after the Closing Date and all related market growth thereon, that are being managed and held by the Company or any of its Subsidiaries on behalf of all Customers in fee-based accounts, but including only 10% of the aggregate market value of any assets purchased by acquisition by Buyer or its Affiliates that are placed on one of the Company’s asset management platforms after the Closing Date (plus any growth, if any, thereon but not including any decline in market value below the 10% value of the acquired assets placed

on the Company’s platforms), plus all growth and additions thereon going forward less distributions and withdrawals, but excluding (a) the market value of assets held in no fee cash accounts, (b) the cash surrender values of fixed annuity contracts, (d) the cash surrender value of life insurance contracts, and (d) the aggregate market value of assets held in brokerage accounts.”

b.The definition of “Company’s AUM” set forth in Section 1.1 is hereby amended and restated in its entirety as follows:

““Company’s AUM” means the Assets Under Management of the Company and its Subsidiaries calculated at 5:00 p.m. eastern time on the date that is the final date of the applicable Earnout Period (it being understood that Assets Under Management at the applicable date of determination shall be determined with reference to any increase or decrease in the aggregate market value or cash surrender value of an underlying asset due to changes resulting from market changes or fluctuations after the date hereof); provided that if such date is not a Business Day, the calculation shall be made at 5:00 p.m. eastern time on the next Business Day following the final date of the applicable Earnout Period.”

3.Authority. Each of Buyer, the Sellers and the Sellers’ Representative represent to the other that it has full right, power and authority to enter into this Amendment and that this Amendment is fully binding and enforceable against such party.

4.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and performed in such State, without reference to such State’s or any other state’s or other jurisdiction’s principles of conflict of laws.

5.Counterpart Execution. This Amendment may be executed in two or more original counterparts, each of which shall be deemed an original, but all of which together shall constitute one of and the same instrument. Further, signatures transmitted by email in a “PDF” format shall have the same force and effect as original signature in this Amendment.

6.Scope of Amendment. Except as expressly modified herein, all the terms and conditions of the Purchase Agreement shall remain unmodified and shall continue to be binding on all parties and shall remain in full force and effect. From and after the date hereof, the term “Agreement” as used in the Purchase Agreement shall be deemed to refer to the Purchase Agreement, as amended by this Amendment. In the event of any conflict between the Purchase Agreement and this Amendment, this Amendment shall control.

[Signatures to Follow.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be effective as of the Effective Date.


			"BUYER":

			SPIRIT ACQUISITIONS, LLC


			By:			/s/ Ann J. Bruder
			Name:			Ann J. Bruder
			Title:			Secretary

Signature Page to Third Amendment to Stock Purchase Agreement



			"COMPANY":

			HONKAMP KRUEGER FINANCIAL SERVICES, INC.


			By:			/s/ Louie Rosalez
			Name:			Louie Rosalez
			Title:			President

Signature Page to Third Amendment to Stock Purchase Agreement



			"SELLERS":




			/s/ Frank J. Bremser
			Frank J. Bremser, Seller




			/s/ Gregory C. Burbach
			Gregory C. Burbach, Seller




			/s/ Ryan J. Burbach
			Ryan J. Burbach, Seller




			/s/ Michael F. Campana
			Michael F. Campana, Seller




			/s/ Steven W. Campana
			Steven W. Campana, Seller




			/s/ Brian D. Cose
			Brian D. Cose, Seller




			/s/ Aaron P. Cullen
			Aaron P. Cullen, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ John R. Darrah
			John R. Darrah, Seller




			/s/ Jennifer L. Daughetee
			Jennifer L. Daughetee, Seller




			/s/ Kevin T. Fischer
			Kevin T. Fischer, Seller




			/s/ Ivan P. Gruhl
			Ivan P. Gruhl, Seller




			/s/ Keith J. Habel
			Keith J. Habel, Seller




			/s/ Jay R. Harris
			Jay R. Harris, Seller




			/s/ Ryan J. Hauber
			Ryan J. Hauber, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ Renee E. Hesselman
			Renee E. Hesselman, Seller




			/s/ Natalie B. Hoffmann
			Natalie B. Hoffmann, Seller




			/s/ Stephanie K. Imhoff
			Stephanie K. Imhoff, Seller




			/s/ Kyle S. Kunz
			Kyle S. Kunz, Seller




			/s/ Frank C. Ludgate
			Frank C. Ludgate, Seller




			/s/ Randolph J. Mihm
			Randolph J. Mihm, Seller




			/s/ Nicholas D. Nauman
			Nicholas D. Nauman, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ Brian D. Powers
			Brian D. Powers, Seller




			/s/ Adam R. Reisch
			Adam R. Reisch, Seller




			/s/ Douglas W. Rogers
			Douglas W. Rogers, Seller




			/s/ Louie A. Rosalez
			Louie A. Rosalez, Seller




			/s/ Reggie Rowe
			Reggie Rowe, Seller




			/s/ Richard R. Runde
			Richard R. Runde, Seller




			/s/ Brian M. Russ
			Brian M. Russ, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ Kevin R. Schmitt
			Kevin R. Schmitt, Seller




			/s/ Keiren F. Smith
			Keiren F. Smith, Seller




			/s/ Michelle M. Steining
			Michelle M. Steining, Seller




			/s/ Martha Sullivan
			Martha Sullivan, Seller




			/s/ Katie J. Thomas
			Katie J. Thomas, Seller




			/s/ Jon F. Thoms
			Jon F. Thoms, Seller




			/s/ Heather D. Vetter
			Heather D. Vetter, Seller

Signature Page to Third Amendment to Stock Purchase Agreement





			/s/ Scott Walloch
			Scott Walloch, Seller




			/s/ Michael P. Welbes
			Michael P. Welbes, Seller




			/s/ Lisa Wigington
			Lisa Wigington, Seller

Signature Page to Third Amendment to Stock Purchase Agreement



			"SELLERS REPRESENTATIVE":

			JRD Seller Representative, LLC


			By:			/s/ John R. Darrah
						John R. Darrah, Its President

Signature Page to Third Amendment to Stock Purchase Agreement