Item 1.01 Entry Into A Material Definitive Agreement
On January 13, 2020, Travelzoo (the "Company") entered into a Stock Purchase
Agreement (the "SPA") with JFC Travel Group Co. ("JFC"), which owns and operates
Jack's Flight Club, and the sellers identified on the signature pages thereto
(the "Sellers"), for the purchase of up to 100% of the outstanding capital stock
of JFC (the "Shares"). Pursuant to the SPA, on January 13, 2020, the Sellers
sold 60% of the Shares to the Company for an aggregate purchase price of
$12,000,000, payable in cash and promissory notes. The promissory notes contain
an interest rate of 1.6% per annum and a due date of January 31, 2020, with a
one-time right to extend the maturity date up to April 30, 2020. The remaining
40% of the Shares are subject to a call/put option exercisable by the Company or
the Sellers, as applicable, on or around January 1, 2021, subject to the terms
and conditions set forth in the SPA.
The SPA contains customary terms for transactions of this type, including, but
not limited to, representations and warranties made by the Company and JFC.
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