Clear Secure, Inc. (NYSE:YOU) acquired Whyline, Inc. for $87.6 million on December 29, 2021. The cash consideration was $67.5 million transferred upon closing, and an estimated contingent consideration of $0.1 million. In conjunction with the acquisition, the company entered into an agreement to issue Class A Shares of common stock upon satisfaction of terms related to the contingent consideration and remuneration for post-combination services. The first tranche will be settled upon the achievement of specified operating metrics during the twelve month period ended December 31, 2022. The second tranche will be settled upon the achievement of specified operating metrics during the twelve month period ended December 31, 2023. The maximum settlement of the contingent consideration is $6.666 million, which is not subject to the satisfaction of service based criteria. For remuneration for post-combination services, there is a maximum settlement of $13.334 million that is based on performance and service based criteria being met. In a related transaction, Clear Secure acquired Atlas Certified. Ethan A. Skerry, Matthew Cantor, Joseph Schenck, Helen Christakos, Connie Ellerbach and William R. Skinner of Fenwick & West LLP acted as legal advisor to Clear Secure, Inc.

Clear Secure, Inc. (NYSE:YOU) completed the acquisition of Whyline, Inc. on December 29, 2021.