Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2024, BuzzFeed, Inc. ("BuzzFeed" or the "Company") entered into a third supplemental indenture (the "Third Supplemental Indenture") with Wilmington Savings Fund Society, FSB, as trustee (the "Trustee"), amending and supplementing the indenture (the "Base Indenture"), dated as of December 3, 2021, between 890 5th Avenue Partners, Inc. (the predecessor to the Company), as issuer, and the Trustee, as previously supplemented by that certain First Supplemental Indenture (the "First Supplemental Indenture"), dated as of July 10, 2023 and that certain Second Supplemental Indenture (the "Second Supplemental Indenture", together with the Base Indenture and the First Supplemental Indenture, the "Indenture"), dated as of February 28, 2024, providing for the issuance of the Company's 8.50% Convertible Senior Notes due 2026 (the "Notes"). Defined terms used herein and not defined shall have the meaning set forth in the Indenture.
The Third Supplemental Indenture gives effect to the consents set forth in the Company's Consent Solicitation Statement, dated as of October 21, 2024, and amended certain terms and provisions of the Indenture.
The Third Supplemental Indenture amended Section 15.01 of the Indenture to provide: (1) if any Holder delivers an Optional Repurchase Notice to the Company on November 22, 2024, such Holder shall have the right to require the Company to repurchase such Holder's Notes for cash on December 3, 2024 and the Repurchase Date for purposes of Section 15.01 of the Indenture shall be December 3, 2024, (2) if any Holder delivers an Optional Repurchase Notice to the Company after November 22, 2024, such Holder shall have the right to require the Company to repurchase such Holder's Notes for cash on the date that is five Business Days following the date of delivery of the Optional Repurchase Notice and the Repurchase Date for purposes of Section 15.01 of the Indenture shall be five Business Days following the date of delivery of such Optional Repurchase Notice (provided that in no event shall the Repurchase Date be earlier than December 3, 2024), and (3) beneficial holders of the Notes may exercise the foregoing rights with respect to the Notes beneficially owned thereby by delivering to the Company (i) an Optional Repurchase Notice and (ii) reasonable evidence of such beneficial ownership (which may include time-stamped broker statements).
The foregoing description of the Third Supplemental Indenture is qualified in its entirety by reference to the full text of the Third Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1.