A total of 11,698,950 warrants were tendered for stock

Davis Polk advised the dealer manager and solicitation agent, in connection with an offer to exchange outstanding public warrants to purchase shares of common stock of Nerdy Inc., and the solicitation of consents from holders of the warrants to amend the warrant agreement to permit the company to require that each warrant outstanding upon the closing of the exchange offer be converted into common stock. A total of 11,698,950 public warrants, or approximately 97.5% of the outstanding public warrants, were tendered, each for 0.250 shares of common stock. The settlement of the exchange offer occurred on September 28, 2023.

Nerdy Inc. is a leading platform for live online learning, with a mission to transform the way people learn through technology. The company’s purpose-built proprietary platform leverages technology, including AI, to connect learners of all ages to experts, delivering superior value on both sides of the network. Its solutions are available directly to students and consumers, as well as through schools and other institutions.

The Davis Polk corporate team included partners Derek Dostal and Marcel Fausten and associates Steven Glendon, Michael Schuster and Shukra Sabnis. The tax team included partner Kara L. Mungovan and associate Constance Zhang. All members of the Davis Polk team are based in the New York office.