UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2023
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(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (323 ) 962-8600
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1.01. Entry into a Material Definitive Agreement.
On October 11, 2023 (the “Effective Date”), LegalZoom.com, Inc.’s (“LegalZoom”) wholly owned subsidiary, 9900 Spectrum LLC, a Texas limited liability company (“Seller”), entered into a purchase agreement (the “Agreement”) with Trinity Foundation RE Venture, LLC (the “Buyer”) to sell on an “as is” basis Seller’s improved real property located at 9900 Spectrum Drive, Austin, Texas 78717 (the “Property”) for $41,000,000 in cash (the “Purchase Price”). As part of the sale transaction, Seller will enter into a 6-month leaseback of a portion of the Property from Buyer.
Within five (5) business days of the Effective Date, Buyer is required to deposit $835,000 into escrow (the “Earnest Money Deposit”), which amount shall be applicable to the Purchase Price at closing of the sale transaction. If Buyer approves the condition of the Property on or before 5:00 p.m. C.T. on November 22, 2023 (the “Due Diligence Deadline”) and thereafter fails to purchase the Property, which failure is due to breach or default by Buyer under the Agreement, the Earnest Money Deposit shall be delivered to Seller as liquidated damages pursuant to the terms of the Agreement.
Closing of the sale transaction is subject to customary closing conditions, including Buyer’s due diligence of the Property. Pursuant to the Agreement, Buyer has until the Due Diligence Deadline to review and approve or disapprove, in Buyer’s sole and absolute discretion, all matters that Buyer may elect to investigate concerning any aspect of the Property (the “Due Diligence Matters”). If Buyer approves the Due Diligence Matters (which approval is in Buyer’s sole and absolute discretion), then Buyer shall deliver written notice (the “Approval Notice”) to Seller on or prior to the Due Diligence Deadline. Buyer’s failure to deliver written notice to Seller on or prior to the Due Diligence Deadline shall constitute Buyer’s disapproval of the Due Diligence Matters, in which event the Agreement shall automatically terminate, neither Buyer nor Seller shall have any further obligation or liability to the other under the Agreement (other than those which expressly survive termination of the Agreement) and the Earnest Money Deposit will be returned to Buyer, in each case, without the requirement of additional documentation or agreement from either party.
Subject to the satisfaction of certain closing conditions set forth in the Agreement, the sale transaction will close on or before the date that is thirty (30) days after Buyer delivers the Approval Notice (such date, the “Closing Date”); provided that the Closing Date may be extended once each by Buyer and Seller for a period of up to four (4) business days pursuant to the terms of the Agreement. If the sale transaction fails to close by the Closing Date: (A) due to a failure of a closing condition, either Seller or Buyer shall have the right, in their sole and absolute discretion, to terminate the Agreement by written notice to the non-terminating party, in which event the Agreement shall be of no further force and effect and the Earnest Money Deposit will be returned to Buyer; (B) due to a default by Seller under the Agreement, Buyer shall have the right to (i) terminate the Agreement, in which event the Agreement shall be of no further force and effect, the Earnest Money Deposit will be returned to Buyer and Buyer shall be entitled to a reimbursement by Seller of its out-of-pocket costs incurred in connection with the transaction not to exceed $100,000, or (ii) to bring an action for specific performance within forty-five (45) days after the date of Seller’s default; and (C) due to a default by Buyer, Seller shall have the right, in its sole and absolute discretion, to terminate the Agreement by written notice to Buyer, in which event the Agreement shall be of no further force and effect and the Earnest Money Deposit shall be retained by Seller as liquidated damages pursuant to the terms of the Agreement.
The Agreement includes a number of customary provisions addressing matters such as title and title insurance, closing deliverables, representations and warranties of the Buyer and Seller, survival of certain representations and warranties for a period of time after the Closing Date, indemnification by Buyer and Seller for breach of their respective representations, warranties and covenants in the Agreement, a cap on Seller’s post-closing liability in limited instances and other matters.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to LegalZoom’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
SIGNATURES
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 thereunto duly authorized.
| LegalZoom.com, Inc. | ||||||||
| Date: October 17, 2023 | By: | /s/ Nicole Miller | ||||||
| Nicole Miller | ||||||||
| General Counsel and Corporate Secretary | ||||||||