SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2015
MARTHA STEWART LIVING OMNIMEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-15395 | 52-2187059 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
601 West 26th Street New York, NY | 10001 | |
(Address of principal executive offices) | (Zip Code) |
(212) 827-8000
Registrants telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On December 2, 2015, Martha Stewart Living Omnimedia, Inc. (the Company) issued a press release announcing the preliminary election results with respect to the consideration to be received by stockholders of the Company in connection with the previously announced Agreement and Plan of Merger, dated as of June 22, 2015 and amended on October 22, 2015, by and among the Company, Madeline Merger Sub, Inc., Sequential Brands Group, Inc., Singer Merger Sub, Inc. and Singer Madeline Holdings, Inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibit |
Description | ||
99.1 | Press release of Martha Stewart Living Omnimedia, Inc., dated December 2, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARTHA STEWART LIVING OMNIMEDIA, INC. | ||||||
December 2, 2015 |
By: | /s/ Allison Hoffman | ||||
Executive Vice President, General Counsel and Corporate Secretary | ||||||
EXHIBIT INDEX
Exhibit |
Description | |
99.1 |
Press release of Martha Stewart Living Omnimedia, Inc., dated December 2, 2015 |
Exhibit 99.1
Martha Stewart Living Omnimedia Announces Preliminary Stockholder Merger
Consideration Election Results
NEW YORK, December 2, 2015 /PRNewswire/ Martha Stewart Living Omnimedia, Inc. (MSLO) (NYSE:MSO) announced today the preliminary results of the merger consideration elections made by stockholders of the company in connection with the companys proposed merger transactions with Sequential Brands Group, Inc. (Sequential) (Nasdaq: SQBG).
Pursuant the Agreement and Plan of Merger, dated June 22, 2015, as amended October 22, 2015, between MSLO, Sequential, Singer Madeline Holdings, Inc. (TopCo), Singer Merger Sub, Inc. and Madeline Merger Sub, Inc. (the Merger Agreement), MSLO stockholders were entitled to either (i) $6.15 in cash or (ii) a number of shares of TopCo equal to $6.15 divided by the volume weighted average price of Sequential common stock during the five-day period ending on the trading day immediately prior to closing. The MSLO stockholder election is subject to proration to ensure that the aggregate cash paid and the number of shares of TopCo common stock issued will each represent 50% of the aggregate merger consideration.
The deadline for MSLO stockholder elections expired at 5:00 pm Eastern Time on December 1, 2015 (the Election Deadline).
Based on available information as of the Election Deadline, the preliminary merger consideration election results are as follows:
| Holders of approximately 21.8% of the outstanding MSLO common stock, or 12,513,909 shares, elected to receive all of their consideration in the form of shares of TopCo, subject to proration. |
| Holders of approximately 44.5% of the outstanding MSLO common stock, or 25,576,485 shares, elected to receive all of their consideration in the form of cash, subject to proration. |
| Holders of approximately 20.1% of the outstanding MSLO common stock, or 11,597,002 shares, elected to receive half of their consideration in the form of shares of TopCo and half in the form of cash. Such holders election is not subject to proration. |
| Holders of approximately 13.6% of the outstanding MSLO common stock, or 7,820,969 shares, failed to make a valid election prior to the Election Deadline and will receive the form of consideration set forth in the Merger Agreement. |
Because the preliminary results indicate that the cash election option is oversubscribed, such election will be prorated pursuant to the terms set forth in the Merger Agreement and as further described in the registration statement on Form S-4 (File No. 333-205940), dated October 22, 2015, which included a prospectus with respect to the shares to be issued in the proposed transaction, and a proxy statement for the stockholders of MSLO and an information statement for the stockholders of SQBG. After the final results of the merger consideration election process are determined, the final allocation of the merger consideration will be calculated in accordance with the terms of the Merger Agreement.
MSLO anticipates that the merger transactions with Sequential will close on December 4, 2015.
About Martha Stewart Living Omnimedia, Inc.
Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) is a diversified media and merchandising company, inspiring and engaging consumers with unique lifestyle content and distinctive products. MSLO reaches approximately 100 million consumers across all media platforms each month and has a growing retail presence in thousands of retail locations. MSLOs media brands, available across multiple platforms, include Martha Stewart Living, Martha Stewart Weddings, and Everyday Food; MSLO also offers books and utility Apps. MSLOs television and video programming includes Martha Stewarts Cooking School and Martha Bakes series on PBS, in addition to made-for-the-web video and a vast library of how-to content available online. MSLO also designs high-quality Martha Stewart products in a range of lifestyle categories available through select retailers, including The Home Depot, Macys, JCPenney, Staples, PetSmart, Michaels and Jo-Ann Fabric & Craft Stores. The MSLO family of brands also includes Chef Emeril Lagasses media and merchandising properties. Additional information about MSLO is at www.marthastewart.com.
Forward-Looking Statements
Certain statements in this press release and oral statements made from time to time by representatives of MSLO are forward-looking statements (forward-looking statements) within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. MSLOs and SQBGs actual results could differ materially from those stated or implied in forward-looking statements. Forward-looking statements include statements concerning guidance, plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance or products, underlying assumptions and other statements that are not historical in nature, including those that include the words subject to, believes, anticipates, plans, expects, intends, estimates, forecasts, projects, aims, targets, may, will, should, can, the negatives thereof, variations thereon and similar expressions. Such forward-looking statements reflect MSLOs current views with respect to future events, based on what MSLO believes are reasonable assumptions. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: (i) risks and uncertainties discussed in the reports that the Singer Madeline Holdings, Inc., SQBG and MSLO have filed with the Securities and Exchange Commission (the SEC); (ii) general economic, market, or business conditions; (iii) risks associated with the ability to consummate the transaction and the timing of the closing of the transaction; (iv) the ability to successfully integrate SQBGs and MSLOs operations and employees; (v) the ability to realize anticipated benefits and synergies of the transaction; (vi) the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, licensees, customers and competitors; and (vii) other circumstances beyond MSLOs control. Refer to section entitled Risk Factors set forth each of in SQBGs and MSLOs Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for a discussion of important risks,
uncertainties and other factors that may affect the Companys business, results of operations and financial condition. Stockholders are urged to consider such risks, uncertainties and factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. MSO is not under any obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
The proposed transaction involving Singer Madeline Holdings, Inc., SQBG and MSLO has been submitted to the stockholders of MSLO for their consideration. In connection with the proposed transaction, Singer Madeline Holdings, Inc. filed with the SEC a registration statement on Form S-4 (the Registration Statement) (File No. 333-205940), which included a prospectus with respect to the shares to be issued in the proposed transaction, and a proxy statement for the stockholders of MSLO and an information statement for the stockholders of SQBG (the Combined Statement) and each of MSLO and SQBG have mailed the Combined Statement to their respective stockholders and have filed, and will continue to file, other documents regarding the proposed transaction with the SEC. The definitive Registration Statement and the Combined Statement contain important information about the proposed transaction and related matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT AND THE COMBINED STATEMENT CAREFULLY, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The Registration Statement, the Combined Statement and other relevant materials (as they become available) and any other documents filed or furnished by MSLO, SQBG or Singer Madeline Holdings, Inc. with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, security holders are able to obtain free copies of the Registration Statement and the Combined Statement from Sequential by going to its investor relations page on its corporate website at ir.sequentialbrandsgroup.com and from MSLO on its investor relations page on its corporate website at www.marthastewart.com/ir.