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ANGI > SEC Filings for ANGI > Form 8-K on 9-Nov-2012All Recent SEC Filings

Show all filings for ANGIE'S LIST, INC.

Form 8-K for ANGIE'S LIST, INC.


Entry into a Material Definitive Agreement, Termination of a Material Definiti

Item 1.01 Entry into a Material Definitive Agreement.

On November 9, 2012, Angie's List, Inc. (the "Company") entered into a Purchase and Sale Agreement (the "Agreement"), dated effective as of November 8, 2012, with Henry Amalgamated, LLC, and Henry Amalgamated II, LLC, Indiana limited liability companies (together, "Henry Amalgamated"), pursuant to which the Company agreed to acquire certain real properties in Indianapolis, Indiana (collectively, the "Property"), comprising the Company's headquarters, for an aggregate purchase price of $6.25 million, subject to the terms and conditions of the Agreement. The closing of the transaction occurred simultaneously with the signing on November 9, 2012.

William S. Oesterle, the Company's Chief Executive Officer and member of the Company's board of directors, owns a 70% interest in Henry Amalgamated. Because the transaction described above constitutes a related person transaction, the audit committee of the Company's board of directors reviewed and approved the entry by the Company into the Agreement and related agreements, as required by the Company's related person transaction policy.

The foregoing description of the Agreement in this Item 1.01 is qualified in its entirety by reference to the text of the Agreement, filed as Exhibit 10.1 to this report.

Item 1.02 Termination of a Material Definitive Agreement.

The information in this Current Report on Form 8-K set forth under Item 1.01 is incorporated by reference. Prior to the closing of the transaction described above, the Company leased the Property for use as its headquarters. In connection with its acquisition of the Property, on November 9, 2012, the Company entered into a Tenant Lease Termination Agreement (the "Termination Agreement") with Henry Amalgamated, LLC. Pursuant to the terms of the Termination Agreement, the Lease Agreement and the Parking Lease between Henry Amalgamated, LLC, and Brownstone Publishing, LLC (the Company's predecessor), dated February 28, 2009, and all addenda thereto, were terminated effective November 9, 2012.

The foregoing description of the Termination Agreement in this Item 1.02 is qualified in its entirety by reference to the text of the Termination Agreement, filed as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

No.                                   Exhibit Description

10.1         Purchase and Sale Agreement, by and among Henry Amalgamated, LLC,
             Henry Amalgamated II, LLC and the Angie's List, Inc., dated effective
             as of November 8, 2012

99.1         Tenant Lease Termination Agreement, by and between Henry Amalgamated,
             LLC and Angie's List, Inc., dated November 9, 2012

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