UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.4)
Nerdy Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Class of Securities)
64081V109
(CUSIP Number)
Christopher Swenson
Nerdy Inc.
8001 Forsyth Blvd, Suite 1050
St. Louis, MO 63105
Telephone: (314) 412-1227
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2024
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| (1) | | Name of Reporting Persons:
Charles Cohn |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions):
AF, PF, OO |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) | | Citizenship or Place of Organization:
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | | Sole Voting Power:
65,757,993(1) |
| (8) | | Shared Voting Power:
0 |
| (9) | | Sole Dispositive Power:
65,757,993(1) |
| (10) | | Shared Dispositive Power:
0 |
| (11) | | Aggregate Amount Beneficially Owned by Each Reporting Person:
65,757,993(1) |
| (12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
| (13) | | Percent of Class Represented by Amount in Row (11):
43.5%(2) |
| (14) | | Type of Reporting Person (See Instructions):
IN |
(1)Consists of common stock held by (i) Charles K. Cohn VT Trust U/A/D May 26, 2017, (ii) Cohn Investments, LLC, (iii) Rarefied Air Capital LLC, (iv) Cohn Family Trust U/A/D 3/16/17, and (v) Charles Cohn Revocable Trust. Mr. Cohn is the beneficial owner of the Charles K. Cohn VT Trust U/A/D May 26, 2017 and Cohn Family Trust U/A/D 3/16/17, the sole manager of Cohn Investments, LLC, and the sole manager of Rarefied Air Capital LLC. Excludes the 10,303,207 shares of common stock beneficially owned by Ms. Cohn, which Ms. Cohn has sole voting and sole dispositive power over and to which Mr. Cohn disclaims beneficial ownership.
(2)The percent of class was calculated based on (i) 115,431,656 shares of Class A Common Stock and (ii) 35,690,960 shares of Class B Common Stock. Mr. Cohn disclaims beneficial ownership of the shares held by Ms. Cohn.
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| (1) | | Name of Reporting Persons:
Allison Cohn |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions):
AF, PF, OO |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| (6) | | Citizenship or Place of Organization:
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | | Sole Voting Power:
10,303,207(1) |
| (8) | | Shared Voting Power:
0 |
| (9) | | Sole Dispositive Power:
10,303,207(1) |
| (10) | | Shared Dispositive Power:
0 |
| (11) | | Aggregate Amount Beneficially Owned by Each Reporting Person:
10,803,207(1) |
| (12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
| (13) | | Percent of Class Represented by Amount in Row (11):
8.5%(2) |
| (14) | | Type of Reporting Person (See Instructions):
IN |
(1)Consists of common stock held by (i) Cohn Investments LLC, (ii) Rarefied Air Capital LLC, (iii) Cohn Family Trust U/A/D 5/24/2018, and (iv) Cohn Family Investments Trust U/A/D 5/24/2018. Ms. Cohn has sole voting and sole dispositive power of certain securities held by Cohn Investments LLC and Rarefied Air Capital LLC and Ms. Cohn is the sole trustee of the two trusts. Excludes the 65,757,993 shares held by Mr. Cohn.
(2)The percent of class was calculated based on (i) 115,431,656 shares of Class A Common Stock and (ii) 5,374,038 shares of Class B Common Stock.
EXPLANATORY NOTE
This Amendment No. 4 amends the Schedule 13D filed by Charles Cohn on August 20, 2022. This Amendment includes the initial filing by Allison Cohn, Mr. Cohn’s wife. This Amendment amends and restates Items 1, 2, 3, 5, and 6. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Nerdy Inc., a Delaware corporation (formerly known as TPG Pace Tech Opportunities Corp.) (the “Company”). The Company’s principal executive offices are located at 8001 Forsyth Blvd., Suite 1050, St. Louis, Missouri 63105.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Amendment No. 4 to Schedule 13D is filed jointly by Charles Cohn and Allison Cohn (each a “Reporting Person” and together the “Reporting Persons”).
(b) The address of the Reporting Persons is c/o Nerdy Inc., 8001 Forsyth Blvd., Suite 1050, St. Louis, MO 63105.
(c) Mr. Cohn is a founder of the Company and is currently the Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Cohn is married to Ms. Cohn.
(d), (e) During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Persons are each a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities reported herein were received as consideration in connection with a Business Combination (as defined below), or were purchased with personal funds thereafter in various open market or privately negotiated purchases. The securities beneficially owned by Ms. Cohn were transferred to Ms. Cohn without consideration.
On September 20, 2021 (the “Closing Date”), the Company, consummated the business combination (the “Closing”) pursuant to that certain Business Combination Agreement, dated as of January 28, 2021 (as amended on March 19, 2021, on July 14, 2021, on August 11, 2021 and on August 18, 2021, the “Business Combination Agreement”) by and among the Company, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (“TPG Pace Merger Sub”), Live Learning Technologies LLC, a Delaware limited liability company (“Nerdy LLC”), the Reporting Person and the other signatories party thereto. The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “Business Combination.”
Pursuant to the Business Combination Agreement and in connection therewith, TPG Pace Merger Sub merged with and into Nerdy LLC (the “Merger”), with Nerdy LLC (“OpCo”) surviving such merger, pursuant to which the Reporting Person exchanged their Nerdy LLC common units for a blended consideration consisting of cash, limited liability company units in Nerdy LLC (the “OpCo Units”), shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”) in an equivalent number to the OpCo Units received, Earnout Shares (which were to vest upon the satisfaction of certain share price vesting conditions and which are no longer outstanding) of the Company’s Class B Common Stock, and warrants to purchase OpCo Units (“OpCo Warrants”) (the exercise of which would result in the issuance of one corresponding share of Class B Stock and which are no longer outstanding).
The Business Combination was accomplished through an Up-C structure, and the mix of consideration received reflects the implementation of such structure. The Reporting Person is also entitled to receive additional future consideration with respect to the Business Combination in the form of amounts payable under the Tax Receivable Agreement as described in Item 6 below.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement and the Amendments thereto, included with this Statement as Exhibits 2 through 5 and are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended (the “Securities Act”), in privately negotiated transactions or otherwise and/or investigate, evaluate, discuss, negotiate or agree to retain and/or sell or otherwise dispose of all or a portion of shares of Common Stock in the open market, through transactions registered under the Securities Act, through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in or incorporated by reference in Items 3, 4 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a) and (b)
•Amount beneficially owned: See Row 11 of cover page for each Reporting Person
•Percent of Class: See Row 13 of cover page for each Reporting Person
•Number of shares the Reporting Person has:
•Sole power to vote or direct the vote: See Row 7 of cover page for each Reporting Person
•Shared power to vote: See Row 8 of cover page for each Reporting Person
•Sole power to dispose or direct the disposition of: See Row 9 of cover page for each Reporting Person
•Shared power to dispose or direct the disposition of: See Row 10 of cover page for each Reporting Person.
(c) Mr. Cohn effected the first and Ms. Cohn effected the second of the following transactions in the Company’s Class A Common Stock during the past sixty days of filing this Amendment No.4:
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| Transaction Date | | Transaction Type | | Amount of Securities | | Weighted-Average Price |
| 11/12/2024 | | Purchase (a) | | 7,838,206 | | $0.89 |
| 11/12/2024 | | Purchase (b) | | 500,000 | | $1.00 |
(a)This purchase, which was entered into on November 12, 2024, was a private purchase contracted by and between Cohn Family Trust U/A/D 3/16/2017 and the selling parties. See Item 6 for additional information.
(b)This purchase, which was entered into on November 12, 2024, was a private purchase contracted by and among Cohn Family Investments Trust U/A/D 05/24/2018, the 2018 Cohn Family Trust U/A/D 05/24/2018, and the selling parties. See Item 6 for additional information.
(d) Not applicable
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Stockholders’ Agreement
Concurrently with the execution of the Business Combination Agreement, the Company, TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company (“Sponsor”), the Reporting Person and the other stockholders party thereto entered into the Stockholders’ Agreement, which governs certain rights and obligations of the parties, and, among other things, sets forth certain requirements regarding the composition of the Nerdy Inc. Board.
Under the Stockholders’ Agreement, the Nerdy Inc. Board will be, subject to certain exceptions, comprised of seven members, divided into three classes, comprised of three directors designated by the Reporting Person; one director designated by Learn Capital; one director designated by TCV VIII (A); one director designated by Sponsor; and one director nominated in accordance with Nerdy Inc.’s constituent documents who meets certain diversity and independence standards. Cohn’s nomination rights will be reduced in relation to his ownership percentage. The nomination rights of each of Sponsor, Learn Capital and TCV VIII (A) will continue for so long as it and its affiliates hold at least 50% of the Common Stock such party holds at the Closing. In addition, the Stockholders’ Agreement sets forth certain transfer restrictions with respect to the Class A Common Stock, including a six-month lock-up provision.
Founder Equity Award Agreement
On September 20, 2021, Mr. Cohn was granted a performance restricted stock unit award covering a maximum of 9,258,298 shares of Class A Common Stock (the “Founder and CEO Performance Award”). The Founder and CEO Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals, as described below.
The Founder and CEO Performance Award is eligible to vest based on Nerdy Inc.’s stock price performance over a seven-year period after September 20, 2021. To vest in the award, Mr. Cohn must remain employed as Nerdy Inc.’s Chief Executive Officer or Executive Chairman through the date a stock price hurdle is achieved, subject to certain exceptions. The Founder and CEO Performance Award is divided into seven equal tranches that are eligible to vest based on the achievement of stock price goals that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured based on an average of our stock price over a consecutive 90 calendar-day period during the performance period, which will be adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events. To the extent a stock price hurdle is achieved and shares of Class A Common Stock are delivered to Mr. Cohn, he will generally be limited in his ability to transfer the net after-tax shares, except for estate planning purposes, for two years following the vesting date.
Tax Receivable Agreement
On the Closing Date, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with holders of OpCo Units (the “TRA Holders”). The Tax Receivable Agreement generally provides for the payment by the Company to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes in periods after the Business Combination as a result of: (i) certain increases in tax basis that occur as a result of (A) the Business Combination (including as a result of cash received in the Business Combination and debt repayment occurring in connection with the Business Combination) or (B) exercises of the redemption or call rights set forth in the OpCo LLC Agreement; and (ii) imputed interest deemed to be paid by the Company and additional basis arising from any payments under the Tax Receivable Agreement. The rights of the TRA Holders (including the right to receive payments) under the Tax Receivable Agreement are transferable by the TRA Holders as long as the transferee of such rights has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to the Tax Receivable Agreement. Payments generally will be made under the Tax Receivable Agreement as the Company realizes actual cash tax savings in periods after consummation of the Business Combination from the tax benefits covered by the Tax Receivable Agreement.
Second Amended and Restated Limited Liability Company Agreement of OpCo
Following the Closing, the Company will operate its business through OpCo. On the Closing Date, the Company and the other holders of OpCo Units entered into the Second Amended and Restated Limited Liability Company Agreement of OpCo (the “OpCo LLC Agreement”), which sets forth the rights and obligations of the holders of OpCo Units, including the redemption right (together with the surrender and delivery of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock, the exercise of which is subject to a six-month lock-up provision. Under the OpCo LLC Agreement, OpCo will be managed by a five person board of managers, composed of three persons that were designated by the Company and two persons that were designated by holders of a majority of the OpCo Units held by members of OpCo other than the Company.
Stock Transfer Agreements
On November 12, 2024, a stock transfer agreement (the “Stock Transfer Agreement”) was made and entered into by and between Cohn Family Investments Trust u/a/d 05/24/2018, the 2018 Cohn Family Trust u/a/d 05/24/2018 (the “Purchasers”), on the one hand and Heidi Robinson (“Robinson”) on the other. Ms. Cohn is the trustee of each of the Purchasers. Under the Stock Transfer Agreement, Robinson agreed to sell 500,000 shares of Class A Common Stock to the Purchasers for $500,000.
On November 12, 2024, a stock transfer agreement (the “Stock Transfer Agreement”) was made and entered into by and between Cohn Family Trust u/a/d 03/16/2017 (the “Purchaser”), on the one hand and TPG Pace Governance, LLC, a Cayman limited liability company, TPG Cross-Platform VSP, L.P., a Delaware limited partnership, and Tarrant Remain Co III, L.P., a Delaware limited partnership (together, the “Sellers”) on the other. The Reporting person is the trustee of the Purchaser, Under
the Stock Transfer Agreement, the Sellers agreed to sell an aggregate of 7,838,206 shares of Class A Common Stock to the Purchaser for $6,976,003.
The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Stockholders’ Agreement, Registration Rights Agreement, Tax Receivable Agreement, OpCo LLC Agreement, the Stock Transfer Agreements included with this Statement as Exhibits 6 through 14, respectively, and incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
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| Charles Cohn |
| | |
| Date: November 14, 2024 | By: | /s/ Charles Cohn |
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| By: | /s/ Allison Cohn |
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| | Notice Address: |
| | |
| | c/o Nerdy Inc. |
| | 8001 Forsyth Blvd. Suite 1050 |
| | St. Louis, MO 63105 |
| | Telephone: (314) 412-1227 |
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (this “Agreement”) is made and entered into as of November 12, 2024 (the “Effective Date”) by and between Cohn Family Investments Trust u/a dtd 05/24/18 and 2018 Cohn Family Trust u/a dtd 05/24/18 (each a“Purchaser” and together the “Purchasers”) and Heidi Robinson (the “Seller”).
WHEREAS, the Seller desires to transfer an aggregate of 500,000 shares of Class A common stock, par value $0.0001 (the “Common Stock” ), of Nerdy Inc. (the “Company”) to the Purchasers in exchange for the payment by the Purchasers to the Seller of the consideration set forth in this Agreement;
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.SALE AND PURCHASE OF SHARES. The Seller hereby sells to each Purchaser, and each Purchaser hereby purchases from the Seller, 250,000 shares of Common Stock for such Purchaser’s payment to Seller of a purchase price in the amount of $250,000 (the “Purchase Price”), reflecting a price per share of Common Stock of $1.00 .
2.DELIVERABLES.
2.1Deliveries by Seller. The Seller hereby delivers to each Purchaser (a) an executed copy of this Agreement, and (b) the shares being sold to such Purchaser pursuant to this Agreement.
2.2Deliveries by Purchaser. Each Purchaser hereby delivers to the Seller (a) an executed copy of this Agreement and (b) payment of the applicable Purchase Price for the shares being sold pursuant to such Purchaser to this Agreement.
3.REPRESENTATIONS AND WARRANTIES OF PURCHASER. Each Purchaser
represents and warrants to the Seller as follows:
3.1Authority. The Purchasers have full legal right, power, and authority to enter into and perform their obligations under this Agreement and to purchase the shares of Common Stock being purchasing under this Agreement.
3.2Understanding of Risks. The Purchasers are fully aware of: (a) the highly speculative nature of an investment in the shares of Common Stock it is purchasing; (b) the financial and other risks involved; (c) the lack of liquidity of the shares of Common Stock it is purchasing and the restrictions on transferability of such shares of Common Stock; (d) the qualifications and backgrounds of the management of the Company; and (e) the tax consequences of acquiring the shares of Common Stock.
3.3Purchaser’s Qualifications. The Purchasers are aware of the character, business acumen, and general business and financial circumstances of the Company. By reason of the Purchasers’ business or financial experience, the Purchasers are capable of evaluating the merits
and risks of this purchase, has the ability to protect Purchasers’ own interests in this transaction, and is financially capable of bearing a total loss of the shares of Common Stock being purchased.
3.4Restricted Securities. The Purchasers understand that the shares of Common Stock being purchased are “restricted securities” under the U.S. federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Purchasers represents that each Purchaser is familiar with SEC rules and regulations and any other applicable securities laws and regulations, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act.
4.REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants to each Purchaser as follows:
4.1Power. The Seller has the requisite right and power to enter into and perform her obligations under this Agreement and to transfer the shares of Common Stock being sold under this Agreement.
4.2Due Authorization. All action necessary for (a) the authorization, execution, delivery of, and the performance of all obligations of the Seller to be performed under this Agreement and
(b) the sale, transfer, and delivery of all of the shares of Common Stock being sold under this Agreement has been taken.
4.3Enforceability. This Agreement, when executed and delivered, will constitute the valid and legally binding obligations of the Seller, enforceable in accordance with its terms, except (a) as may be limited by applicable bankruptcy, insolvency, reorganization, or others laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) as may be limited by the effect of rules of law governing the availability of equitable remedies.
4.4Transfer for Own Account. The Seller is selling the shares of Common Stock being sold pursuant to this Agreement for Seller’s own accounts only and not with a view to, or for sale in connection with, a distribution of such shares within the meaning of the 1933 Act. No portion of the Purchase Price will be received indirectly by the Company.
4.5No General Solicitation. At no time has the Seller presented either Purchaser with or solicited either Purchaser through any publicly issued or circulated newspaper, mail, radio, television, or other form of general advertisement or solicitation in connection with the transfer of the Shares.
4.6No Broker-Dealer. The Seller has not effected this transfer of shares of Common Stock being sold under this Agreement by or through a broker-dealer in any public offering.
4.7Title to Shares. The Seller has valid marketable title to the shares of Common Stock to be transferred under this Agreement, free and clear of any pledge, lien, security interest, encumbrance, claim, or equitable interest (collectively, “Encumbrances”). The Seller hereby delivers to each Purchaser good title to the Shares purchased by such Purchaser pursuant to the terms hereof free and clear of any Encumbrances. For purposes of clarity, the Seller represents
that none of the shares of Common Stock to be transferred under this Agreement remain subject to any Encumbrances.
4.8Consents. All consents, approvals, authorizations, and orders required for the execution and delivery of this Agreement and the transfer of the shares of Common Stock under this Agreement have been obtained and are in full force and effect.
4.9Sophisticated Seller; Access to Information. The Seller is a sophisticated person familiar with transactions similar to those contemplated by this Agreement and has such knowledge and experience in financial and business matters that the Seller is capable of evaluating the merits and risks of such transactions. The Seller has evaluated the merits and risks of selling the Shares on the terms set forth in this Agreement and is willing to forego through such sale the potential for future economic gain that might be realized from the Shares. The Seller (a) has negotiated this Agreement on an arms-length basis and has had an opportunity to consult with the Seller’s legal and financial advisors concerning this Agreement and its subject matter and (b) has had access to such information regarding the business and finances of the Company and such other matters with respect to the Company as a reasonable person would consider in evaluating the transactions contemplated hereby, including, in particular, all information necessary to determine the fair market value of the Shares and the financial statements of the Company for all relevant periods. The Seller represents that the Seller has not relied on either Purchaser for any information regarding the Company or the value of the Shares. The Seller acknowledges that the Purchasers are not acting as a fiduciary or financial or investment adviser to the Seller, and have not given the Seller any investment advice, opinion or other information on whether the sale of the Shares is prudent. The Seller acknowledges that (i) the Purchasers currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Shares (“Seller Excluded Information”), (ii) the Seller has determined to sell the shares of Common Stock notwithstanding Seller’s lack of knowledge of the Seller Excluded Information and (iii) the Purchasers shall have no liability to the Seller, and the Seller waives and releases any claims that Seller might have against the Purchasers whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the shares of Common Stock and the transactions contemplated by this Agreement. The Seller acknowledges that the price for the Shares may significantly appreciate or depreciate over time and by agreeing to sell the shares of Common Stock to the Purchasers pursuant to this Agreement, the Seller is giving up the opportunity to sell the Shares at a possible higher price in the future. The Seller understands that the Purchasers will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.
4.10Conflicts. The execution, delivery, and performance of this Agreement by the Seller does not conflict with or result in the breach of any agreement, instrument, order, judgment, decree, law, or governmental regulation to which the Seller or the Shares being sold by the Seller pursuant to the terms hereof are subject.
5.GENERAL PROVISIONS.
5.1Successors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Each Purchaser may assign any of its rights and obligations under this Agreement. The Seller shall not assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of each Purchaser.
5.2Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law or choice of law provisions. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.
5.3Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
5.4Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.
5.5Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
5.6Amendment and Waivers. This Agreement may be amended only by a written agreement executed by the Purchaser and the Seller. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns.
5.7Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.
5.8Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the transfer is consummated.
[Signature pages follow.]
IN WITNESS WHEREOF, the Seller and the Purchaser have each executed this Agreement, as of the Effective Date.
PURCHASERS:
Cohn Family Investments Trust u/a dtd 05/24/18
/S/ Charles Cohn
By: Charles Cohn Title: Manager
2018 Cohn Family Trust u/a dtd 05/24/18
/S/ Charles Cohn
By: Charles Cohn Title: Manager
SELLER:
/S/ Heidi Robinson
Name: Heidi Robinson
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (this “Agreement”) is made and entered into as of November 12, 2024 (the “Effective Date”) by and between Cohn Family Trust u/a dtd 3/16/17 (the “Purchaser”) and TPG Pace Governance, LLC, a Cayman limited liability company (“TPG Pace Governance”), TPG Cross-Platform VSP, L.P., a Delaware limited partnership (“TPG Cross-Platform”), and Tarrant Remain Co III, L.P., a Delaware limited partnership (“RemainCo” and, together with TPG Pace Governance and TPG Cross-Platform, the “Sellers”). Charles Cohn, Founder, Chairman, & CEO of Nerdy Inc. is the Trustee of Purchaser (hereinafter “Principal”).
Whereas, the Sellers desire to, severally and not jointly, transfer an aggregate of 7,838,206 shares (the “Shares”) of Class A common stock, par value $0.0001 (the “Common Stock”) of Nerdy Inc. (the “Company”) to the Purchaser in exchange for the payment by the Purchaser to the Sellers of the consideration set forth in this Agreement;
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.SALE AND PURCHASE OF SHARES.
1.1At the Closing, and subject to the terms and conditions hereof, each of the Sellers, severally and not jointly, will transfer, assign, sell, convey and deliver to the Purchaser, the number of Shares set forth opposite such Seller’s name in Schedule 1. In connection with such transfer, each of the Sellers will deliver the Shares to be sold by it to the Purchaser (as provided in Section 2.1, below).
1.2At the Closing, and subject to the terms and conditions hereof, the Purchaser will purchase from the Sellers the Shares at a total purchase price in the amount of $6,976,003.34 (the “Purchase Price”), reflecting a price per Share of $0.89.
2.DELIVERABLES.
2.1Deliveries by Sellers. At Closing, each of the Sellers shall, severally and not jointly, transfer or cause to be transferred to the Purchaser the number of Shares set forth opposite such Seller’s name in Schedule 1 in electronic form via book entry transfer to the accounts maintained by the Purchaser’s broker at The Depository Trust Company (“DTC”).
2.2Deliveries by Purchaser. At Closing, the Purchaser shall deliver or cause to be delivered to the Sellers the Purchase Consideration by wire transfers to the respective accounts designated by the Sellers.
2.3Closing. The closing (the “Closing”) shall take place on November 13, 2024, or at such other time or place as the parties shall mutually agree.
3.REPRESENTATIONS AND WARRANTIES OF PURCHASER. The Purchaser represents and warrants to the Sellers as follows:
3.1Authority. The Purchaser has full legal right, power, and authority to enter into and perform its obligations under this Agreement and to purchase the Shares.
3.2Enforceability. This Agreement, when executed and delivered, will constitute the valid and legally binding obligations of the Purchaser, enforceable in accordance with its terms, except (a) as may be limited by applicable bankruptcy, insolvency, reorganization, or others laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) as may be limited by the effect of rules of law governing the availability of equitable remedies.
3.3Understanding of Risks. The Purchaser, including its Principal, is fully aware of risks of an investment in the Shares.
3.4Purchaser’s Qualifications. The Purchaser, including its Principal, is aware of the character, business acumen, and general business and financial circumstances of the Company. By reason of the Purchaser and Principal’s business or financial experience, the Purchaser and Principal are capable of evaluating the merits and risks of this purchase, have the ability to protect Purchaser and Principal’s own interests in this transaction and are financially capable of bearing a total loss of the Shares.
3.5Consents. All consents, approvals, authorizations, and orders required for the execution and delivery of this Agreement and the transfer of the Shares under this Agreement have been obtained and are in full force and effect.
3.6Conflicts. The execution, delivery, and performance of this Agreement by the Purchaser does not conflict with or result in the breach of any agreement, instrument, order, judgment, decree, law, or governmental regulation to which the Purchaser is subject.
4.REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller, severally and not jointly, represents and warrants to the Purchaser as follows:
4.1Organization, Good Standing and Corporate Power. Each Seller has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization. Each Seller has the requisite right and power to enter into and perform its obligations under this Agreement and to transfer the Shares under this Agreement.
4.2Due Authorization. All action necessary for (a) the authorization, execution, delivery of, and the performance of all obligations of the Seller to be performed under this Agreement and (b) the sale, transfer, and delivery of all of the Shares being sold under this Agreement has been taken.
4.3Enforceability. This Agreement, when executed and delivered, will constitute the valid and legally binding obligations of each Seller, enforceable in accordance with its terms, except
(a) as may be limited by applicable bankruptcy, insolvency, reorganization, or others laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) as may be limited by the effect of rules of law governing the availability of equitable remedies.
4.4Transfer for Own Account. Each Seller is selling the Shares for each such Seller’s own accounts only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act of 1933, as amended.
4.5No General Solicitation. At no time has any Seller presented the Purchaser with or solicited the Purchaser through any publicly issued or circulated newspaper, mail, radio, television, or other form of general advertisement or solicitation in connection with the transfer of the Shares.
4.6No Broker-Dealer. No Seller has effected this transfer of shares by or through a broker-dealer in any public offering.
4.7Title to Shares. Each Seller has valid marketable title to the Shares to be transferred under this Agreement, free and clear of any pledge, lien, security interest, encumbrance, claim, or equitable interest (collectively, “Encumbrances”). Each Seller will deliver at the Closing to the Purchaser good title to the Shares purchased by the Purchaser pursuant to the terms hereof free and clear of any Encumbrances. For purposes of clarity, each Seller represents that none of the Shares to be transferred under this Agreement remain subject to any Encumbrances.
4.8Consents. All consents, approvals, authorizations, and orders required for the execution and delivery of this Agreement and the transfer of the Shares under this Agreement have been obtained and are in full force and effect.
4.9Sophisticated Seller; Access to Information. Each Seller is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement and has such knowledge and experience in financial and business matters that the Sellers are capable of evaluating the merits and risks of such transactions. Each Seller has evaluated the merits and risks of selling the Shares on the terms set forth in this Agreement and is willing to forego through such sale the potential for future economic gain that might be realized from the Shares. Each Seller (a) has negotiated this Agreement on an arm's-length basis and has had an opportunity to consult with such Sellers’ legal and financial advisors concerning this Agreement and its subject matter and (b) has had access to such information regarding the business and finances of the Company and such other matters with respect to the Company as a reasonable person would consider in evaluating the transactions contemplated hereby, including, in particular, all information necessary to determine the fair market value of the Shares and the financial statements of the Company for all relevant periods. Each Seller represents that such Seller has not relied on the Purchaser for any information regarding the Company or the value of the Shares. The Sellers acknowledge that the Purchaser is not acting as a fiduciary or financial or investment adviser to the Sellers, and has not given the Sellers any investment advice, opinion, or other information on whether the sale of the Shares is prudent. Each Seller acknowledges that (i) the Purchaser and its Principal currently may have, and later may come into possession of,
information with respect to the Company that is not known to the Sellers and that may be material to a decision to sell the Shares (“Seller Excluded Information”), (ii) each Seller has determined to sell the Shares notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) the Purchaser and its Principal shall have no liability to any Seller or any of its officers, directors or affiliates, and each Seller waives and releases any claims that it might have against the Purchaser, its officers, directors, and affiliates (including Principal), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Shares and the transactions contemplated by this Agreement. Each Seller acknowledges that the price for the Shares may significantly appreciate or depreciate over time and by agreeing to sell the Shares to the Purchaser pursuant to this Agreement, each Seller is giving up the opportunity to sell the Shares at a possible higher price in the future. The Sellers understand that the Purchaser will rely on the accuracy and truth of the foregoing representations, and the Sellers hereby consent to such reliance.
4.10Conflicts. The execution, delivery, and performance of this Agreement by the Seller does not conflict with or result in the breach of any agreement, instrument, order, judgment, decree, law, or governmental regulation to which the Seller or the Shares being sold by the Seller pursuant to the terms hereof are subject.
5.GENERAL PROVISIONS.
5.1Successors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Purchaser may not assign any of its rights and obligations under this Agreement, except with the prior written consent of each Seller. None of the Sellers shall assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Purchaser.
5.2Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law or choice of law provisions. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.
5.3Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
5.4Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.
5.5Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
5.6Amendment and Waivers. This Agreement may be amended only by a written agreement executed by the Purchaser and each of the Sellers. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns.
5.7Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.
5.8Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the transfer is consummated.
[Signature pages follow.]
IN WITNESS WHEREOF, the Sellers and the Purchaser have each executed this Agreement, as of the Effective Date.
PURCHASER:
Cohn Family Trust u/a dtd 3/16/17
/s/ Charles Cohn
Name: Charles Cohn
Title: Manager
SELLERS:
TPG Pace Governance, LLC
By: /s/ Martin Davidson
Name: Martin Davidson
Title: Chief Accounting Officer
TPG Cross-Platform VSP, L.P.
By: TPG GP Advisors, LLC,
its general partner
By: /s/ Martin Davidson
Name: Martin Davidson
Title: Chief Accounting Officer
Tarrant Remain Co III, L.P.
By: Tarrant Remain Co GP, LLC,
its general partner
By: /s/ Martin Davidson
Name: Martin Davidson
Title: Chief Accounting Officer
SCHEDULE 1
| | | | | | | | |
Seller | Shares | Purchase Consideration |
TPG Pace Governance, LLC | 6,986,739 | $6,218,197.71 |
TPG Cross-Platform VSP, L.P. | 267,917 | $238,446.13 |
Tarrant Remain Co III, L.P. | 583,550 | $519,359.50 |
Nerdy (NYSE:NRDY)
過去 株価チャート
から 10 2024 まで 11 2024
Nerdy (NYSE:NRDY)
過去 株価チャート
から 11 2023 まで 11 2024
