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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On May 27, 2021, Boingo Wireless, Inc., a
Delaware corporation (the “Company”), and its wholly owned subsidiary Boingo MDU, LLC, a Delaware limited liability
company (“Seller”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with RealPage,
Inc., a Delaware corporation (“Parent”) and Whitesky Communications, LLC, a Delaware limited liability company
(“Buyer”), and a wholly owned subsidiary of Parent to acquire Seller’s right, title, and interest in, to, and
under the assets, properties and rights (other than the certain excluded assets as set forth in the Asset Purchase Agreement), that
are used in, held for use in, developed for use in, intended for use in, or necessary for the operation of, Seller’s
multifamily business, whether tangible or intangible, real, personal or mixed (the “Transaction”). The Transaction
simultaneously closed upon signing of the Asset Purchase Agreement.
Pursuant to the terms of the Asset Purchase Agreement,
Buyer paid to Seller cash consideration of $23,750,000 at the closing which took place on May 27, 2021, and agreed to pay (i) up to $2,500,000
on or before June 26, 2022 subject to offset pursuant to Buyer and Parent’s indemnification and other rights under the terms Asset
Purchase Agreement pursuant, and (ii) up to $750,000 on or before June 26, 2021 subject to certain repayment provisions to take place
on or before June 26, 2022 in accordance with the terms of the Asset Purchase Agreement.
Additionally, the Company, Buyer, and Parent on
May 27, 2021 executed a Transition Services Agreement whereby the Company agreed to provide certain transitional services to Buyer and
Parent for a limited period following the closing of the disposition in order to assist with the transfer and continuity of the multifamily business.
The foregoing description of the terms of the Asset
Purchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to the agreement which
is filed as Exhibit 2.1 to this report.
The Asset Purchase Agreement has been filed as
Exhibit 2.1 to this report to provide investors and securities holders with information regarding its terms. It is not intended to provide
any other factual information about the parties to the Asset Purchase Agreement or the business acquired. The Asset Purchase Agreement
contains representations and warranties that the parties to the Asset Purchase Agreement made solely for the benefit of each other. The
assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules
that the parties exchanged in connection with signing the Asset Purchase Agreement. In addition, these representations and warranties
(i) may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove
to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors and securities holders,
and (iii) were made only as of the date of the Asset Purchase Agreement or as of such other date or dates as may be specified in the Asset
Purchase Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date
of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Investors and securities holders are urged not to rely on such representations and warranties as characterizations of the actual state
of facts or circumstances at this time or any other time.