Current Report Filing (8-k)
January 02 2018 - 4:12PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of
1934
Date of earliest event reported: January 2, 2018
Actua Corporation
(Exact name of registrant as specified in charter)
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Delaware
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001-16249
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23-2996071
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(State of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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555 East Lancaster Avenue, Suite 640, Radnor, PA
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19087
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(Address of Principal Executive Offices)
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(Zip Code)
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(610)
727-6900
(Registrants telephone number, including area code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§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 ☐
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. ☐
Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As previously announced, Folio Dynamics Holdings, Inc. (
FolioDynamix
), a majority-owned subsidiary of Actua Corporation (
Actua
), entered into an Agreement and Plan of
Merger, dated as of September 25, 2017, with Envestnet, Inc. (
Envestnet
), FCD Merger Sub, Inc., a wholly-owned subsidiary of Envestnet, and Actua USA Corporation, a wholly-owned subsidiary of Actua, as the representative of
FolioDynamixs stockholders, under which Envestnet would acquire FolioDynamix (such transaction, the
Folio Sale
).
On
January 2, 2018, the Folio Sale was consummated. Actua realized cash proceeds of approximately $166.3 million (approximately $1.5 million of which is being held in escrow to satisfy potential future indemnification claims, a purchase
price adjustment and related expenses) in the Folio Sale and will receive an additional approximately $11.6 million in cash proceeds in the second quarter of 2018 if and to the extent that FolioDynamix is able to meet an agreed-upon threshold
under a previously disclosed purchase price adjustment mechanism relating to client consents.
With the sales of its interests in VelocityEHS
Holdings, Inc. and BOLT Solutions Inc. (
Bolt
) (as previously announced on December 12, 2017) and of FolioDynamix now complete, Actua intends to set a record date and distribute substantially all of the net proceeds from those
sales later in January 2018, subject to expenses and appropriate reserves relating to the wind-down of its business. Following that distribution, Actua intends to accelerate the process of winding down its operations and discharging its remaining
liabilities, including any potential liabilities relating to the recent sales of its businesses. Accordingly, Actua expects to significantly reduce its operating costs and to focus on opportunities to monetize its remaining minority holdings and
other assets (including any future proceeds received from the FolioDynamix sale and the previously disclosed potential secondary sale of Bolt). The companys goal is to sell its stakes in those holdings over a
12-
to
18-month
period and distribute in one or more additional cash distributions the net proceeds from those sales, along with any other remaining cash assets (subject
to expenses and appropriate reserves), to its stockholders.
Item 7.01.
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Regulation FD Disclosure.
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On
January 2, 2018, Actua issued a press release announcing the completion of the Folio Sale and related matters. A copy of Actuas press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
The following exhibits are filed herewith:
SIGNATURE
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, thereunto duly authorized.
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ACTUA CORPORATION
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Date: January 2, 2018
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By:
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/s/ Suzanne L. Niemeyer
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Name:
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Suzanne L. Niemeyer
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Title:
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Managing Director, General Counsel and Secretary
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