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UA > SEC Filings for UA > Form 8-K on 6-Dec-2013All Recent SEC Filings

Show all filings for UNDER ARMOUR, INC.

Form 8-K for UNDER ARMOUR, INC.


6-Dec-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and E


Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 6, 2013, Under Armour, Inc., a Maryland corporation (the "Company"), completed its previously announced acquisition of MapMyFitness, Inc. ("MMF"), a Delaware corporation (the "Merger"). MMF is now a wholly-owned subsidiary of the Company.

Pursuant to the Agreement and Plan of Merger, dated as of November 8, 2013 (the "Merger Agreement"), among the Company, MMF Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), MMF and Fortis Advisors LLC, as agent for the stockholders and holders of securities convertible into MMF common stock, each share of MMF common stock and security convertible into or exercisable for MMF common stock that was issued and outstanding immediately prior to the effective time was converted into a right to receive cash consideration in accordance with the terms of the Merger Agreement. The amount of consideration paid by the Company in connection with the Merger was $148.3 million, reflecting the $150 million purchase price as adjusted for estimated working capital and other adjustments as set forth in the Merger Agreement. The final amount of consideration remains subject to further adjustment for final working capital and other adjustments as set forth in the Merger Agreement. The Company has financed the Merger with a combination of cash on hand and $100 million of borrowings under its existing $300 million revolving credit facility while it evaluates longer-term funding options for the transaction.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2013 and incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.                                    Exhibit

                   Agreement and Plan of Merger, dated as of November 8, 2013,
2.1                among Under Armour, Inc., MMF Merger Sub, Inc., MapMyFitness,
                   Inc. and Fortis Advisors LLC (incorporated by reference to
                   Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                   with the Securities and Exchange Commission on November 14,
                   2013).


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