Leaf Group Ltd. on June 5 acquired 100% of the issued and outstanding membership interests of Well+Good LLC, a lifestyle and news publication devoted to the wellness scene.
The purchase price was $10.0 million in cash, subject to customary transaction adjustments, of which $750,000 was held back by the company to secure post-closing indemnification obligations of the sellers and post-closing adjustments to the purchase price, according to a Form 8-K filed June 6.
Any remaining portion of the holdback amount that is not subject to then-pending claims will be paid on the 12-month anniversary of the closing of the acquisition.
The company also agreed to pay to certain key employee/equity holders of Well+Good an incremental cash consideration targeted at $9.0 million upon the achievement of certain operating targets through the end of the 2020 fiscal year, and subject to reduction, increase and acceleration in certain circumstances. The sum of the closing consideration and the target incremental consideration is less than 2x the last-12-months revenue of Well+Good, as of May 31.
