UNITED STATES
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 29, 2017
LIBERTY INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33982 |
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84-1288730 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (720) 875-5300
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 29, 2017, Liberty Interactive Corporation, a Delaware corporation (“Liberty Interactive”), completed its previously announced acquisition of HSN, Inc., a Delaware corporation (“HSNi”), pursuant to the Agreement and Plan of Merger, dated as of July 5, 2017 (the “Merger Agreement”), by and among Liberty Interactive, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Liberty Interactive (“Merger Sub”), and HSNi, pursuant to which Merger Sub merged with and into HSNi (the “Merger”), with HSNi continuing as the surviving corporation in the Merger.
At the effective time of the Merger (the “Effective Time”), in accordance with the terms of the Merger Agreement, Fiona Dias (“Ms. Dias”), a director of HSNi prior to the Effective Time, was appointed to the board of directors of Liberty Interactive (the “Liberty Interactive board”). Following Ms. Dias’s appointment, the Liberty Interactive board has a total of twelve directors, divided among three classes, with Ms. Dias serving as a Class I director with a term expiring at the annual meeting of stockholders in 2020. The Liberty Interactive board has determined that Ms. Dias qualifies as an independent director for purposes of the rules of The Nasdaq Stock Market as well as applicable rules and regulations adopted by the Securities and Exchange Commission (the “SEC”). In addition, pursuant to the terms of the Merger Agreement, all outstanding HSNi equity awards, including those held by Ms. Dias, were assumed by Liberty Interactive and generally converted into corresponding equity awards with respect to shares of Liberty Interactive’s Series A QVC Group common stock, par value $0.01 per share, upon completion of the Merger.
Item 7.01. Regulation FD Disclosure.
On December 29, 2017, Liberty Interactive issued a press release announcing the completion of the Merger and its acquisition of HSNi.
This Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Name |
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99.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 29, 2017
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LIBERTY INTERACTIVE CORPORATION | ||
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By: |
/s/ Craig Troyer | |
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Name: |
Craig Troyer |
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Title: |
Senior Vice President, Deputy General Counsel and Assistant Secretary |
Liberty Interactive Completes Acquisition of HSN, Inc.
ENGLEWOOD, CO, December 29, 2017 — Liberty Interactive Corporation (“Liberty Interactive”) (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) announced today that it has completed the acquisition of the 62% of HSN, Inc. (“HSNi”) it did not already own in an all-stock transaction. As a result, shares of HSNi common stock no longer trade on Nasdaq.
“We’re excited HSNi is joining the QVC family. The combination will enhance QVC’s position as the leading global video eCommerce retailer and provide meaningful synergies,” said Greg Maffei, Liberty Interactive President and CEO. “We also look forward to the first quarter of 2018 when QVC Group is expected to become an asset backed stock which should further highlight value.”
“We welcome the HSNi team to our company, creating the leader in discovery-based shopping. The combination of QVC, HSNi and zulily will enhance the customer experience, accelerate innovation, strengthen our brands and allow us to leverage our resources and talents,” said Mike George, QVC President and CEO. “We thank the HSNi and QVC teams that have worked tirelessly on the integration, and we look forward to continuing to implement these plans in 2018.”
HSNi shareholders (excluding Liberty Interactive) received fixed consideration of 1.650 shares of Series A QVC Group common stock for every share of HSNi common stock held (as well as cash in lieu of any fractional shares). Liberty Interactive issued 53.6 million shares of Series A QVC Group common stock to HSNi shareholders. Pro forma, QVC Group total undiluted share count is approximately 483.9 million, comprised of approximately 454.7 million shares of Series A QVC Group common stock and approximately 29.2 million shares of Series B QVC Group common stock, with former HSNi shareholders, excluding Liberty Interactive, owning 11.1% of QVC Group’s undiluted equity and 7.2% of the undiluted voting power, based on the number of QVC Group shares outstanding as of October 31, 2017.
HSNi will remain based in St. Petersburg, FL, and HSN and the Cornerstone portfolio will continue to operate as separate brands. Effective as of close, Mike Fitzharris, formerly Representative Director and Chairman, QVC Japan, has been named President of HSN and Claire Spofford, formerly President, Garnet Hill, has been named President of Cornerstone. Both Mike and Claire report to Mike George. In addition, the Liberty Interactive Board of Directors has been expanded by one to include Fiona Dias, previously a director of HSNi. The previously announced transaction between Liberty Interactive and General Communication, Inc. (“GCI”) and subsequent split-off of Liberty Ventures is expected to close in the first quarter of 2018. Following that closing, QVC Group, including wholly-owned subsidiaries QVC, Inc., zulily and HSNi, will become an asset-backed stock and Liberty Interactive will be renamed QVC Group, Inc. For information regarding the potential impact of the recent tax reform legislation on the pending transaction with GCI, please refer to the Form 8-K filed by Liberty Interactive on December 26, 2017.
About Liberty Interactive Corporation
Liberty Interactive Corporation operates and owns interests in a broad range of digital commerce businesses. Those businesses are currently attributed to two tracking stock groups: the QVC Group and the Liberty Ventures Group. The businesses and assets attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty Interactive Corporation’s subsidiaries, QVC, Inc., HSN, Inc. and zulily, llc, and the businesses and assets attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive Corporation’s businesses and assets other than those attributed to the QVC Group, including its subsidiary Evite and interests in Liberty Broadband Corporation, FTD, Lending Tree, ILG and Charter Communications.
This press release includes certain forward-looking statements, including statements about the expected benefits of the HSNi acquisition, statements about the proposed acquisition of GCI by Liberty Interactive and the proposed split-off of GCI and certain Liberty Ventures Group assets and liabilities (the “proposed split-off” and together with the proposed acquisition of GCI, the “proposed transactions”), the timing of the proposed transactions, the renaming of Liberty Interactive and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to complete the proposed transactions. These forward-looking statements speak only as of the date of this press release, and Liberty Interactive expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Interactive’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Interactive, including the most recent Forms 10-K and 10-Q, for additional information about Liberty Interactive and about the risks and uncertainties related to Liberty Interactive’s business which may affect the statements made in this press release.
Liberty Interactive Corporation
Courtnee Chun
720-875-5420