MediaAlpha Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$MAX
Business Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2024
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
(213 ) 316-6256
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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ITEM 8.01 – Other Events.
On May 7, 2024, MediaAlpha, Inc., a Delaware corporation (the “Company”), together with its subsidiaries Guilford Holdings, Inc. and QL Holdings LLC, entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several Underwriters listed in Schedule 1 thereto (the “Underwriters”), and certain selling stockholders affiliated with White Mountains Insurance Group Ltd. and Insignia Capital Group L.P. (collectively, the “Selling Stockholders”) relating to an underwritten secondary public offering of an aggregate of 7,590,000 shares of Class A common stock of the Company (the “Shares”) being sold by the Selling Stockholders, including 990,000 shares of Class A common stock sold pursuant to the over-allotment option granted by the Selling Stockholders to the Underwriters (the “Offering”). The Offering closed on May 10, 2024. The Company will not receive any proceeds from any sale of the Shares by the Selling Stockholders. No other stockholder sold shares in the Offering.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Selling Stockholders and also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities.
The Offering is made pursuant to a registration statement on Form S-3 (File No. 333-261027) filed with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on January 12, 2024 (as amended, the “Registration Statement”), and the prospectus supplement dated May 7, 2024, filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein and into the Registration Statement. In addition, in connection with the Offering, Cravath, Swaine & Moore LLP is filing a legal opinion regarding the validity of the Shares, attached as Exhibit 5.1 to this Form 8-K and incorporated by reference herein and into the Registration Statement.
ITEM 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 hereunto duly authorized.
| MediaAlpha, Inc. | ||||||||
| Date: May 10, 2024 | By: | /s/ Jeffrey B. Coyne | ||||||
| Name: Jeffrey B. Coyne | ||||||||
| Title: General Counsel & Secretary | ||||||||