Case 1:22-cv-00624-DLC Document 42 Filed 10/07/22 Page 1 of 56
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`IN RE BUMBLE, INC.
`SECURITIES LITIGATION
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`Civil Action No. 22-cv-624 (DLC)
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`CLASS ACTION
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`DEMAND FOR JURY TRIAL
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`CONSOLIDATED AMENDED CLASS ACTION COMPLAINT
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`Case 1:22-cv-00624-DLC Document 42 Filed 10/07/22 Page 2 of 56
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`TABLE OF CONTENTS
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`Page
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`I.
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`II.
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`PRELIMINARY STATEMENT ........................................................................................ 1
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`JURISDICTION AND VENUE ......................................................................................... 5
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`III.
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`PARTIES ............................................................................................................................ 6
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`A.
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`B.
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`Plaintiffs .................................................................................................................. 6
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`Defendants .............................................................................................................. 7
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`1.
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`2.
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`3.
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`4.
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`5.
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`Bumble ........................................................................................................ 7
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`The Executive Defendants .......................................................................... 7
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`The Blackstone Defendants ........................................................................ 8
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`The Director Defendants ........................................................................... 13
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`The Underwriter Defendants..................................................................... 14
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`IV.
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`SUBSTANTIVE ALLEGATIONS .................................................................................. 18
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`A.
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`Relevant Background ............................................................................................ 19
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`1.
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`2.
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`3.
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`Bumble’s Business .................................................................................... 19
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`Blackstone Acquires A Controlling Interest in Bumble ........................... 21
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`Blackstone and Herd Quickly Take Bumble Public Through An
`IPO ............................................................................................................ 25
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`Bumble’s Growth Falters As Overall Paying Users Decline In The Third
`Quarter of 2021, Driven By Significant Declines In Badoo Paying Users ........... 28
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`Blackstone Causes Bumble to Conduct the SPO Pursuant to Materially
`Misleading Offering Materials .............................................................................. 32
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`The Truth Concerning Bumble’s Slowing and Declining Growth And
`Paying User Growth Begins to Emerge ................................................................ 34
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`Subsequent Developments .................................................................................... 37
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`B.
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`C.
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`D.
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`E.
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`V.
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`DEFENDANTS’ MATERIALLY FALSE AND MISLEADING STATEMENTS
`AND OMISSIONS IN THE SPO OFFERING DOCUMENTS....................................... 38
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`A.
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`B.
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`C.
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`Misstatements and Omissions About Growth And Increasing Paying Users ....... 38
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`Misstatements and Omissions Presenting Risks As Mere Hypothetical
`Possibilities When They Had Already Materialized ............................................. 40
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`Materially False and Misleading Omissions in Bumble’s SPO Offering
`Documents (Item 303) .......................................................................................... 42
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`VI.
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`INAPPLICABILITY OF STATUTORY SAFE HARBOR AND BESPEAKS
`CAUTION DOCTRINE ................................................................................................... 43
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`VII. CLASS ACTION ALLEGATIONS ................................................................................. 44
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`VIII. CLAIMS FOR RELIEF UNDER THE SECURITIES ACT ............................................ 45
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`COUNT I ...................................................................................................................................... 45
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`For Violations of Section 11 of the Securities Act (Against Bumble, the Executive
`Defendants, the Director Defendants, and the Underwriter Defendants) ........................ 45
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`COUNT II ..................................................................................................................................... 47
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`For Violations of Section 12(a)(2) of the Securities Act (Against Bumble and the
`Underwriter Defendants) .................................................................................................. 47
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`COUNT III .................................................................................................................................... 49
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`For Violations of Section 15 of the Securities Act (Against the Blackstone Defendants
`and the Executive Defendants) ......................................................................................... 49
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`PRAYER FOR RELIEF ................................................................................................... 52
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`JURY DEMAND .............................................................................................................. 53
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`IX.
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`X.
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`Case 1:22-cv-00624-DLC Document 42 Filed 10/07/22 Page 4 of 56
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`Lead Plaintiff Louisiana Sheriffs’ Pension & Relief Fund (“Louisiana Sheriffs” or
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`“Plaintiff”), by and through its attorneys, and on behalf of all others similarly situated, alleges the
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`following upon information and belief, except as to those allegations concerning Plaintiff, which
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`are alleged upon personal knowledge. Plaintiff’s information and belief are based on, among other
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`things, counsel’s investigation, which includes without limitation: (a) a review and analysis of
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`regulatory filings made by Defendant Bumble Inc. (“Bumble” or the “Company”) with the U.S.
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`Securities and Exchange Commission (“SEC”); (b) a review and analysis of press releases and
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`media reports issued and disseminated by the Company; (c) a review of other publicly available
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`information concerning the Company, including news stories, analyst reports and court filings;
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`and (d) investigative interviews with former Bumble employees having first-hand knowledge of
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`the Company’s business and operations.
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`I.
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`PRELIMINARY STATEMENT
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`1.
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`This federal securities class action asserts strict liability and negligence-based
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`claims under the Securities Act of 1933 (the “Securities Act”) arising from Defendants’ materially
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`untrue and misleading statements and omissions concerning Bumble’s business and financial
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`performance made in a registration statement. As detailed below, Defendants took Bumble, the
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`operator of the online dating applications Bumble and Badoo, public in February 2021. Bumble
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`was controlled by its co-founder and CEO, Whitney Wolfe Herd, and the private equity behemoth
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`Blackstone (defined below), which had sweeping rights to appoint directors to the Company’s
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`Board, to require the Company to offer securities to the public and to receive detailed, sensitive,
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`non-public information about the operations and finances of the Company. Seven months after
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`the IPO, Defendants—at Blackstone’s request—launched a secondary public offering (the “SPO”)
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`which allowed Blackstone to sell millions of shares of Bumble Class A common stock. The
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`September 2021 SPO was based on a misleading story about Bumble’s growth and, in particular,
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`growth in paying users1 told in materially defective offering documents, including a SPO
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`Registration Statement, Prospectus and other Bumble SEC filings incorporated therein,
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`(collectively, the “SPO Registration Statement” or the “SPO Offering Documents”).
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`2.
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`In the SPO, Blackstone—aided by the Company, its executives and directors, and
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`the investment banks who underwrote the offering—rushed to unload more than 20 million
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`Bumble shares onto unsuspecting investors, which lined Blackstone’s pockets with over $1.1
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`billion. Unbeknownst to investors, at the time of the SPO, Bumble was suffering from a significant
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`decline in growth and paying user growth—driven by inter alia a precipitous decline in the number
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`of paying users of Bumble’s Badoo dating app. In November 2021, only two months after
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`Blackstone pocketed over a billion dollars through the SPO, Bumble revealed its declining growth
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`metrics to the investing public. In response, the price of Bumble shares plunged dramatically,
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`declining more than 24.4% over the next two trading days.
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`3.
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`Bumble is the public holding company that operates two well-known online dating
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`apps Bumble and Badoo (“Bumble App” and “Badoo App,” respectively). In 2020, in the wake
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`of accusations of a misogynistic culture at Badoo, Blackstone purchased a multi-billion-dollar
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`stake in the Bumble parent company (then called MagicLab) from Russian billionaire Andrey
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`Andreev. In early 2021, Blackstone and CEO Herd took Bumble public.
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`4.
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`At the time of Bumble’s IPO, Blackstone and Herd entered into agreements that
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`cemented their power and control over the Company. These included a Stockholders Agreement,
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`under which Blackstone and Herd beneficially owned 96% of the combined voting power of Class
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`A and Class B common stock, thereby rendering Bumble a “controlled company,” exempt from
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`1 Bumble’s SEC filings, including the SPO Offering Documents (defined below), identified as “key operating metrics”
`paying users, which were reported for each of the Bumble App and the Badoo App as well as Total Paying Users and
`Average Revenue Per Paying User, which was similarly reported for each of the Bumble App and the Badoo App as
`well as Total Paying Users.
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`2
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`certain corporate governance standards. The Stockholders Agreement also mandated that
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`Blackstone be given vital non-public information regarding Bumble’s operations and finances,
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`including reports like operating and capital expenditure budgets and information packages relating
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`to the Company’s operations and cash flows. Further, the agreement gave Blackstone the right to
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`review the Company’s books and records and to discuss its affairs, finances, and condition with
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`Company officers.
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`5.
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`Blackstone’s control over Bumble was extended further through a second
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`agreement—a Registration Rights Agreement. This agreement gave Blackstone the right to
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`require Bumble to sell Blackstone’s Bumble holdings to the public through a registered offering
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`like the SPO—at the Company’s expense. In such an offering, Blackstone had full rights to review
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`and comment on the offering materials and to select the underwriters for the offering.
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`6.
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`In September 2021, armed with control over the Company and sensitive Company
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`operating and financial information, Blackstone exercised its rights under the Registration Rights
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`Agreement and required Bumble to undertake the SPO. On September 10, 2021, Bumble offered
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`Blackstone’s Company stock to the public. Given its control over Bumble, Blackstone was
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`identified in the SPO Offering Documents as Bumble’s “Sponsor” and those materials explicitly
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`stated that Blackstone and Herd, as Bumble’s Sponsor and Founder, respectively, “control us and
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`their interests may conflict with ours or yours in the future.” The SPO Offering Documents also
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`emphasized that “Bumble Inc. is controlled by investment funds of Blackstone Inc.”
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`7.
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`In the SPO Offering Documents, Defendants touted Bumble’s growth, including
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`with respect to paying users. For example, Defendants trumpeted the Company’s “growing”
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`community, boasted of the “increasing propensity for users to pay,” claimed that they “expect to
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`increase paying users,” and cited results showing a nearly 25% increase in Total Paying Users
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`over a year. The SPO Offering Documents also presented risks to Bumble’s growth and, in
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`particular, increasing paying users as mere hypothetical possibilities, stating, for example, that “at
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`some point we may face challenges increasing our Paying Users” and “if … users … do not convert
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`to paying users, our revenue, financial results and business may be significantly harmed.”
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`8.
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`Unknown to investors who bought stock in the SPO, the SPO Offering Documents
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`were materially misleading. In reality, Bumble had experienced a net decrease in total paying
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`users at the time of the SPO. Indeed, as the Company later admitted, Bumble had overall lost tens
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`of thousands of paying users during the third quarter of 2021 (“3Q21”), including because the
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`Badoo App had lost over 120,000 paying users quarter-over-quarter and over 124,000 paying users
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`year-over-year. And for the Bumble App, paying user growth slowed significantly during 3Q21,
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`missing consensus estimates. Defendants, eager to help Blackstone in its rush to unload its Bumble
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`holdings unto unsuspecting public investors, negligently and misleadingly omitted this reality in
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`the SPO Offering Documents.
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`9.
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`Bumble’s own former employees confirmed the Company’s decline. For example,
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`a former Bumble employee (defined as “FE-1” below) reported that growth was declining in the
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`U.S. market, a trend that was discussed in meetings, including with Chief Marketing Officer
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`(CMO) Dominic Gallello. According to FE-1, the message from executives was that growth was
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`slowing due to the natural maturity of the U.S. market. Another former Bumble employee (defined
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`as “FE-2” below) reported that, during FE-2’s tenure at Bumble from June 2021 to September
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`2021, growth at Badoo was “non-existent” and the Company was an “absolute shambles.” FE-2
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`recalled discussing Badoo’s decline with CMO Gallello in July and August 2021, and reported
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`that Gallello said Badoo’s decline meant the Company needed a new marketing plan.
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`10.
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`Less than two months after the SPO, the truth concerning the state of Bumble’s
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`business and operations began to publicly emerge. On November 10, 2021, Bumble announced
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`its 3Q21 financial results. The Company disclosed that, rather than growing paying users, the
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`Company’s total paying user count had declined to 2.86 million, well below the Company’s 2.9
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`million reported paying users as of June 30, 2021—a figure that Defendants had misleadingly
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`highlighted in the SPO Offering Documents. This was driven by a material decrease in Badoo
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`App paying users, which had declined quarter-over-quarter and year-over-year, and had resulted
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`in a year-over-year decline in revenue. Growth in Bumble App paying users had also slowed
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`significantly.
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`11.
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`The market was shocked. In response to the November 10, 2021 disclosures,
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`Bumble’s stock price fell precipitously, free-falling 19.25% on November 11, 2021 and another
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`5.21% on November 12, 2021. Analysts focused heavily on Bumble’s negative disclosures. For
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`example, in contrast to Defendants’ statements touting an “increasing propensity for users to pay”
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`in the SPO Offering Documents only weeks earlier, BMO analysts noted after the November 10,
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`2021 disclosures that the Company’s Badoo App was “feeling the brunt of lagging propensity to
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`pay.” Investors suffered massive losses.
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`12.
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`Plaintiffs, on behalf of themselves and the Class they seek to represent, now bring
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`this suit to recover the losses they have suffered as a result of Defendants’ materially false,
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`misleading, and incomplete statements.
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`II.
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`JURISDICTION AND VENUE
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`13.
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`This Court has jurisdiction over these claims under Section 22 of the Securities Act
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`(15 U.S.C. §77v) and 28 U.S.C. §1331. The claims asserted herein arise under and Sections 11,
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`12(a)(2), and 15 of the Securities Act (15 U.S.C. §§ 77k, 77l, and 77o).
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`14.
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`Venue is proper in this Judicial District under Section 22 of the Securities Act (15
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`U.S.C. § 77v(a)) and 28 U.S.C. §1391(b), (c) and (d). Many of the acts, transactions and conduct
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`that constitute violations of law complained of herein, including the dissemination to the public of
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`materially untrue and misleading statements, occurred in substantial part in this Judicial District.
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`15.
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`Further, Bumble’s stock trades on the NASDAQ, located within this Judicial
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`District. And the Underwriters who served as co-lead book-running managers of Bumble’s SPO
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`maintain their principal places of business in this District where they acted as representatives of
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`the other Underwriter Defendants (defined below) in the SPO, conducting the SPO in and from
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`this District, and closing the SPO in this District. The Underwriting Agreement signed by Bumble
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`and the Underwriter Defendants also expressly provides:
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`The parties hereto agree that any suit or proceeding arising in respect of this
`Agreement or the Representatives’ engagement will be tried exclusively in the U.S.
`District Court for the Southern District of New York . . . and the parties hereto agree
`to submit to the jurisdiction of, and to venue in, such court[], and waive, to the
`fullest extent they may effectively do so, any objection which they may now or
`hereafter have to the laying of venue of any such proceeding.
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`16.
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`In connection with the acts, conduct, and other wrongs alleged in this Complaint,
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`Defendants, either directly or indirectly, used the means and instrumentalities of interstate
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`commerce, including, but not limited to, the United States mails, interstate wire and telephone
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`communications, and the facilities of the NASDAQ, a national securities exchange.
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`III.
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`PARTIES
`A.
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`Plaintiffs
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`17.
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`Lead Plaintiff Louisiana Sheriffs’ Pension & Relief Fund (“Louisiana Sheriffs”) is
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`a public pension fund that manages approximately $4.5 billion in assets for the benefit of its
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`approximately 20,000 active and retired participants. As set forth in the certification attached
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`hereto as Exhibit A, which is incorporated herein by reference, Louisiana Sheriffs purchased
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`Bumble common stock in the SPO pursuant or traceable to the untrue and misleading SPO Offering
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`Documents and was damaged thereby.
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`B.
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`Defendants
`1.
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`Bumble
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`18.
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`Defendant Bumble is incorporated in Delaware, and its stock trades on the
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`NASDAQ under the ticker symbol “BMBL.” Bumble operates two online-dating apps, Bumble
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`(“Bumble App”) and Badoo (“Badoo App”). According to the SPO Offering Documents, Bumble
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`is a public holding company whose sole material asset is a controlling equity interest in Bumble
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`Holdings. Further, Bumble is the general partner of Bumble Holdings and operates and controls
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`all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive
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`benefits from Bumble Holdings and, through Bumble Holdings, conducts the Company’s business.
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`2.
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`The Executive Defendants
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`19.
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`Defendant Whitney Wolfe Herd (“Herd”) was at the time of the SPO, the Founder,
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`Chief Executive Officer and a director of Bumble. Defendant Herd signed the SPO Registration
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`Statement. Defendant Herd, along with Blackstone, was a controlling shareholder of Bumble at
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`the time of the SPO. Indeed, the SPO Offering Documents identified Herd as the Company’s
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`“Founder” and expressly stated that “Our Sponsor [i.e., Blackstone] and our Founder [i.e., Herd]
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`control us and their interests may conflict with ours or yours in the future.”
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`20.
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`Defendant Anuradha B. Subramanian (“Subramanian”) was the Chief Financial
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`Officer of Bumble at the time of the SPO. Defendant Subramanian signed the SPO Registration
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`Statement.
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`21.
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`Defendants Herd and Subramanian are together referred to herein as the “Executive
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`Defendants” and, collectively with the Director Defendants, are referred to as the “Individual
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`Defendants.”
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`3.
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`The Blackstone Defendants
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`22.
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`Defendant Blackstone Inc. and its affiliates identified herein (collectively,
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`“Blackstone” or the “Blackstone Defendants”) run the world’s largest alternative asset
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`management business, which includes the management of corporate private equity funds, real
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`estate funds, hedge fund solutions, credit-oriented funds and closed-end mutual funds. Through
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`its different businesses, as of June 30, 2021, Blackstone had total assets under management of
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`approximately $684 billion and, as of June 30, 2022, had total assets under management of $940.8
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`billion. At the time of the SPO, Blackstone controlled Bumble. Indeed, the SPO Offering
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`Documents expressly stated that “Bumble Inc. is controlled by investment funds of Blackstone
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`Inc.” and, given its control over Bumble, Blackstone was identified as Bumble’s “Sponsor.”
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`23.
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`Blackstone was affiliated with or employed several members of the Bumble Board
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`of Directors (the “Board”) at the time of the SPO, including for example (i) Defendant Anderson,
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`who was a senior managing director and the global head of public affairs and marketing at
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`Blackstone; (ii) Defendant Bavishi, who was a managing director in Blackstone’s private equity
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`group; (iii) Defendant Korngold, who was a senior managing director and global head of
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`Blackstone’s Growth Equities Business; (iv) Defendant Morgan, who was Blackstone’s global
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`head of portfolio operations; and (v) Defendant Bromberg, who has been a Senior Advisor to
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`Blackstone since May 2022. Further, pursuant to the Stockholders Agreement, Blackstone was
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`entitled to designate a non-voting observer to attend meetings of the Board. Blackstone appointed
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`Martin Brand, a senior managing director and co-head of U.S. Acquisitions for Blackstone’s
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`Private Equity Group, to serve as the non-voting observer.
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`24.
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`Prior to the SPO, the Blackstone Defendants beneficially owned 45.7% of
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`Bumble’s Class A common stock and 23.2% of Bumble’s Common Units, which gave Blackstone
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`combined voting power of 76.1% over Bumble. Together, the parties to the Stockholder
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`Agreement, including the Blackstone Defendants and Defendant Herd, controlled as a group
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`94.9% of the combined voting power of Bumble prior to the SPO.
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`25.
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`Bumble’s SEC filings stated that “for so long as our Sponsor [Blackstone]
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`continues to own a significant percentage of our stock, our Sponsor will be able to cause or prevent
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`a change of control of our company or a change in the composition of our board of directors and
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`could preclude any unsolicited acquisition of our company.” In light of the pervasive control
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`Blackstone exerted over Bumble, the Company’s SEC filings stated that the “concentration of
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`ownership could deprive you of an opportunity to receive a premium for your shares of Class A
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`common stock as part of a sale of our company and ultimately might affect the market price of our
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`Class A common stock.”
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`26.
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`Also named herein as Blackstone Defendants are certain funds and individuals
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`affiliated with Blackstone including:
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`(a)
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`BX Buzz ML-1 Holdco L.P. (“BML-1 Holdco”), a selling stockholder in
`the SPO, and its affiliates:
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`(i)
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`(ii)
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`BX Buzz ML-1 GP LLC (“BML-1 GP”), the general partner of
`BML-1 Holdco;
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`BXG Buzz Holdings L.P. (“BXG Buzz Holdings”), a signatory to
`the Bumble Stockholders Agreement and Registration Rights
`Agreement and the sole limited partner of BML-1 Holdco and sole
`member of BML-1 GP;
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`(iii) BXG Holdings Manager L.L.C. (“BXG Holdings Manager”), the
`general partner of BXG Buzz Holdings;
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`(iv) Blackstone Growth Associates L.P. (“Blackstone Growth
`Associates”), the managing member of BXG Holdings Manager;
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`(v)
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`BXGA L.L.C., the general partner of Blackstone Growth
`Associates.
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`(b)
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`BX Buzz ML-2 Holdco L.P. (“BML-2 Holdco”), a selling stockholder in
`the SPO, and its affiliates:
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`(i)
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`(ii)
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`BX Buzz ML-2 GP LLC (“BML-2 GP”), the general partner of
`BML-2 Holdco;
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`BCP Buzz Holdings L.P. (“BCP Buzz Holdings”), a signatory to
`the Bumble Stockholders Agreement and Registration Rights
`Agreement and the sole limited partner of BML-2 Holdco and the
`sole member of BML-2 GP;
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`(iii) BCP VII Holdings Manager – NQ L.L.C. (BCP VII Holdings
`Manager”), the general partner of BCP Buzz Holdings;
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`(iv) Blackstone Management Associates VII NQ L.L.C. (“Blackstone
`Management Associates VII”), the managing member of BCP VII
`Holdings Manager;
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`(v)
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`BMA VII NQ L.L.C. (“BMA VII”) is the managing member of
`Blackstone Management Associates VII.
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`(c)
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`BX Buzz ML-3 Holdco L.P. (“BML-3 Holdco”), a selling stockholder in
`the SPO, and its affiliates:
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`(i)
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`(ii)
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`BX Buzz ML-3 GP LLC (“BML-3 GP”), the general partner of
`BML-3 Holdco;
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`BSOF Buzz Aggregator L.L.C. (“BSOF”), a signatory to the
`Bumble Stockholders Agreement and Registration Rights
`Agreement and the sole limited partner of BML-3 Holdco and the
`sole member of BML-3 GP;
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`(iii) Blackstone Strategic Opportunity Associates L.L.C. (“BSOA”), the
`managing member of BSOF;
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`(iv) Blackstone Holdings II L.P. (“Blackstone Holdings II”), the sole
`member of BSOA, and also the managing member of each of
`BTOA—NQ L.L.C., BTO DE GP—NQ L.L.C., BXGA L.L.C.,
`and BMA VII NQ L.L.C.;
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`(v)
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`Blackstone Holdings I/II GP L.L.C.; the general partner of
`Blackstone Holdings II.
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`(d)
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`BX Buzz ML-4 Holdco L.P. (“BML-4 Holdco”), a selling stockholder in
`the SPO, and its affiliates:
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`(i)
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`(ii)
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`BX Buzz ML-4 GP LLC (“BML-4 GP”), the general partner of
`BML-4 Holdco;
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`BTO Buzz Holdings II L.P. (“BTO”), a signatory to the Bumble
`Stockholders Agreement and Registration Rights Agreement and
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`the sole limited partner of BML-4 Holdco and the sole member of
`BML-4 GP;
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`(iii) BTO Holdings Manager L.L.C. (“BTO Holdings Manager”), the
`general partner of BTO;
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`(iv) Blackstone Tactical Opportunities Associates L.L.C. (“BTOA”),
`the managing member of BTO Holdings Manager;
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`(v)
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`BTOA L.L.C., the managing member of BTOA;
`
`(vi) Blackstone Holdings III L.P. (“Blackstone Holdings III”), the
`managing member of BTOA L.L.C.;
`
`(vii) Blackstone Holdings III GP L.P. (“Blackstone Holdings III GP”),
`the general partner of Blackstone Holdings III;
`
`(viii) Blackstone Holdings III GP Management L.L.C. (“Blackstone
`Holdings III GP Management”), the general partner of Blackstone
`Holdings III GP L.P. Blackstone Inc. is the sole member
`Blackstone Holdings III GP Management.
`
`(e)
`
`BX Buzz ML-5 Holdco L.P. (“BML-5 Holdco”), a selling stockholder in
`the SPO, and its affiliates:
`
`(i)
`
`(ii)
`
`BX Buzz ML-5 GP LLC (“BML-5 GP”), the general partner of
`BML-5 Holdco;
`
`Blackstone Buzz Holdings L.P. (“Blackstone Buzz Holdings”), a
`signatory to the Bumble Stockholders Agreement and Registration
`Rights Agreement and the sole limited partner of BML-5 Holdco
`and the sole member of BML-5 GP;
`
`(iii) BTO Holdings Manager—NQ L.L.C. (“BTO Holdings Manager
`NQ”), the general partner of Blackstone Buzz Holdings;
`
`(iv) Blackstone Tactical Opportunities Associates—NQ L.L.C.
`(“BTOA NQ”), the managing member of BTO Holdings Manager
`NQ;
`
`(v)
`
`BTOA—NQ L.L.C. is the sole member of BTO Holdings Manager
`NQ.
`
`(f)
`
`BX Buzz ML-6 Holdco L.P. (“BML-6 Holdco”), a selling stockholder in
`the SPO, and its affiliates:
`
`(i)
`
`BX Buzz ML-6 GP LLC (“BML-6 GP”), the general partner of
`BML-6 Holdco;
`
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`

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`Case 1:22-cv-00624-DLC Document 42 Filed 10/07/22 Page 15 of 56
`
`(ii)
`
`Blackstone Tactical Opportunities Fund—FD L.P. (“BTOF”), a
`signatory to the Bumble Stockholders Agreement and Registration
`Rights Agreement and the sole limited partner of BML-6 Holdco
`and the sole member of BML-6 GP;
`
`(iii) Blackstone Tactical Opportunities Associates III—NQ L.P.
`(“BTOA III”), the general partner of BTOF;
`
`(iv) BTO DE GP—NQ L.L.C. (“BTO DE”), the general partner of
`BTOA III.
`
`(g)
`
`BX Buzz ML-7 Holdco L.P. (“BML-7 Holdco”), a selling stockholder in
`the SPO, and its affiliates:
`
`(i)
`
`(ii)
`
`BX Buzz ML-7 GP LLC (“BML-7 GP”), the general partner of
`BML-7 Holdco;
`
`Blackstone Family Investment Partnership—Growth ESC L.P.
`(“BFIP”), a signatory to the Bumble Stockholders Agreement and
`Registration Rights Agreement and the sole limited partner of
`BML-7 Holdco and the sole member of BML-7 GP;
`
`(iii) BXG Side-by-Side GP L.L.C. (“BXG”), the general partner of
`BFIP;
`
`(iv) Blackstone Holdings II L.P. (“Blackstone Holdings II”), the sole
`member of BXG.
`
`(h)
`
`(i)
`
`(j)
`
`Blackstone Holdings I/II GP L.L.C., of which Blackstone Inc. is the sole
`member;
`
`Blackstone Group Management L.L.C., the sole holder of the Series II
`preferred stock of Blackstone Inc. Blackstone Group Management L.L.C.
`is wholly-owned by Blackstone’s senior managing directors and controlled
`by its founder, Stephen A. Schwarzman;
`
`Defendant Stephen A. Schwarzman is the founder and CEO of Blackstone.
`Schwarzman controls Blackstone Group Management L.L.C., which is the
`sole holder of the Series II preferred stock of Blackstone.
`
`27.
`
`The SPO Offering Documents specifically identified each of the Blackstone entities
`
`and individuals listed above and stated inter alia that “Each of the Blackstone entities described
`
`[above] and Stephen A. Schwarzman may be deemed to beneficially own the [Bumble] securities
`
`directly or indirectly controlled by such Blackstone entities or him.”
`
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`Case 1:22-cv-00624-DLC Document 42 Filed 10/07/22 Page 16 of 56
`
`4.
`
`The Director Defendants
`
`28.
`
`Defendant Ann Mather (“Mather”) was, at all relevant times, Chair of the Board of
`
`Directors of the Company. Defendant Mather signed or authorized signing the SPO Registration
`
`Statement.
`
`29.
`
`Defendant Christine L. Anderson (“Anderson”) was, at all relevant times, a director
`
`of the Company. Defendant Anderson signed or authorized signing the SPO Registration
`
`Statement. Defendant Anderson is also a senior managing director and Global Head of External
`
`Relations at Blackstone, and oversees marketing worldwide.
`
`30.
`
`Defendant R. Lynn Atchison (“Atchison”) was, at all relevant times, a director of
`
`the Company. Defendant Atchison signed or authorized signing the SPO Registration Statement.
`
`31.
`
`Defendant Sachin J. Bavishi (“Bavishi”) was, at all relevant times, a director of the
`
`Company. Defendant Bavishi signed or authorized signing the SPO Registration Statement.
`
`Defendant Bavishi is a managing director in Blackstone’s Private Equity Group.
`
`32.
`
`Defendant Matthew S. Bromberg (“Bromberg”) was, at all relevant times, a director
`
`of the Company. Defendant Bromberg signed or authorized signing the SPO Registration
`
`Statement.
`
`33.
`
`Defendant Amy M. Griffin (“Griffin”) was, at all relevant times, a director of the
`
`Company. Defendant Griffin signed or authorized signing the SPO Registration Statement.
`
`34.
`
`Defendant Jonathan C. Korngold (“Korngold”) was, at all relevant times, a director
`
`of the Company. Defendant Korngold signed or authorized signing the SPO Registration
`
`Statement. Defendant Korngold is the Global Co-Head of Technology Investing and Head of
`
`Blackstone’s Growth Equity Business.
`
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`

`

`Case 1:22-cv-00624-DLC Document 42 Filed 10/07/22 Page 17 of 56
`
`35.
`
`Defendant Jennifer B. Morgan (“Morgan”) was, at all relevant times, a director of
`
`the Company. Defendant Morgan signed or authorized signing the SPO Registration Statement.
`
`Defendant Morgan is Blackstone’s Global Head of Portfolio Transformation and Talent.
`
`36.
`
`Defendant Elisa A. Steele (“Steele”) was, at all relevant times, a director of the
`
`Company. Defendant Steele signed or authorized signing the SPO Registration Statement.
`
`37.
`
`Defendant Pamela A. Thomas-Graham (“Thomas-Graham”) was, at all relevant
`
`times, a director of the Company. Defendant Thomas-Graham signed or authorized signing the
`
`SPO Registration Statement.
`
`38.
`
`Defendants Mather, Anderson, Atchison, Bavishi, Bromberg, Griffin, Korngold,
`
`Morgan, Steele, and Thomas-Graham are collectively referred to herein as the “Director
`
`Defendants.”
`
`39.
`
`The Executive De