0001104659-19-044979.txt : 20190809 0001104659-19-044979.hdr.sgml : 20190809 20190808191345 ACCESSION NUMBER: 0001104659-19-044979 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190809 DATE AS OF CHANGE: 20190808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGI Homeservices Inc. CENTRAL INDEX KEY: 0001705110 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 821204801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90122 FILM NUMBER: 191010985 BUSINESS ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2123147230 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: Halo TopCo, Inc. DATE OF NAME CHANGE: 20170427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2123147300 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 FORMER COMPANY: FORMER CONFORMED NAME: USA NETWORKS INC DATE OF NAME CHANGE: 19980223 SC 13D/A 1 a19-16892_2sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
Amendment No. 2

 

ANGI HOMESERVICES INC.

(Name of Issuer)

 

CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

 

00183L 102

(CUSIP Number)

 

Gregg Winiarski

Executive Vice President, General Counsel & Secretary

IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

Telephone:  (212) 314-7300

Facsimile:  (212) 314-7309

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 7, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act  (however, see the Notes).

 

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
IAC/InterActiveCorp (59-2712887)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     x

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
421,452,903 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
421,452,903 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
421,452,903 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:  o

 

 

13

Percent of Class Represented by Amount in Row (11)
83.1% (2)

 

 

14

Type of Reporting Person
CO

 

(1)   Reflects 421,452,903 shares of Class B Common Stock, par value $0.001, of ANGI Homeservices Inc. (the “Class B Common Stock”) beneficially owned by IAC/InterActiveCorp (“IAC”) on an as converted basis into shares of Class A Common Stock, par value $0.001, of ANGI Homeservices Inc. (the “Class A Common Stock”) in accordance with their terms.

 

(2)   Assumes the conversion of all shares of Class B Common Stock beneficially owned by IAC into shares of Class A Common Stock on a one-for-one basis. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Class A Common Stock is entitled to one vote per share, IAC beneficially owns equity securities of ANGI Homeservices representing approximately 98.0% of the total number of votes of all classes of common stock of ANGI Homeservices, based on 85,989,523 shares of Class A Common Stock and 421,452,903 shares of Class B Common Stock outstanding as of August 2, 2019.

 

2

 

Introductory Note

 

The Report on Schedule 13D relating to the Class A Common Stock of ANGI Homeservices Inc., a Delaware corporation (the “Company” or “ANGI”), initially filed by IAC with the Securities and Exchange Commission (the “SEC”) on October 3, 2017 (the “Initial Schedule 13D”), as amended by Amendment No. 1 thereto dated October 10, 2018, is hereby further amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this “Amendment”), which constitutes Amendment No. 2 to the Initial Schedule 13D. Capitalized terms not defined herein have the meanings given to such terms in the Initial Schedule 13D.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

The information set forth in Item 3 of the Initial Schedule 13D is hereby amended and supplemented as follows:

 

Pursuant to the Employee Matters Agreement, dated as of September 29, 2017, by and between IAC and the Company, 137,623, 334,385 and 417 shares of Class B Common Stock were issued to IAC on December 31, 2018, March 31, 2019 and June 30, 2019, respectively, as reimbursement for shares of common stock, par value $0.001, of IAC issued in connection with the: (i) exercise of IAC equity awards and/or (ii) settlement of equity awards denominated in shares of certain ANGI subsidiaries, in each case, held by ANGI employees.

 

Item 4.  Purpose of the Transaction.

 

The information set forth in Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:

 

On August 7, 2019, IAC announced its intention to explore the possibility of a distribution of its interest in ANGI to IAC’s shareholders. No decisions have been made as to the details of, or whether to pursue or consummate, such transaction.

 

Item 5.  Interest in Securities of the Issuer.

 

The information set forth in paragraph (a) of Item 5 of the Initial Schedule 13D is hereby amended and supplemented as follows:

 

(a)  IAC beneficially owns 421,452,903 shares of Class B Common Stock, representing 100% of the outstanding shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis, at any time at the election of the holder of such shares. As of the date of this report, IAC is the beneficial owner of equity securities of ANGI representing approximately 98.0% of the total voting power of ANGI and 83.1% (on an as converted basis) of the outstanding shares of ANGI capital stock, in each case, based on 85,989,523 shares of Class A Common Stock and 421,452,903 shares of Class B Common Stock outstanding as of August 2, 2019.

 

3

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit No.

 

Description

7.1

 

Investor Rights Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. (filed as Exhibit 2.2 to IAC/InterActiveCorp’s Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on October 2, 2017).

 

 

 

7.2

 

Contribution Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. (filed as Exhibit 2.1 to IAC/InterActiveCorp’s Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on October 2, 2017).

 

 

 

7.3

 

Employee Matters Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. (filed as Exhibit 2.5 to IAC/InterActiveCorp’s Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on October 2, 2017).

 

 

 

7.4

 

Agreement and Plan of Merger, dated as of May 1, 2017, by and among Angie’s List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. (f/k/a Halo TopCo, Inc.) and Casa Merger Sub, Inc. (filed as Exhibit 2.1 to IAC/InterActiveCorp’s Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on May 2, 2017).

 

 

 

7.5

 

Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angie’s List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc.(filed as Exhibit 2.1 to Angie’s List’s Current Report on Form 8-K dated August 26, 2017, filed with the Securities and Exchange Commission on August 30, 2017).

 

4

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 8, 2019

 

 

IAC/INTERACTIVECORP

 

 

 

/s/ Gregg Winiarski

 

Gregg Winiarski

 

Executive Vice President, General Counsel & Secretary

 

5