Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Actua Corp | d487592dex991.htm |
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: February 20, 2013
ICG Group, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-16249 | 23-2996071 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
555 East Lancaster Avenue, Suite 640, Radnor, PA 19087
(Address of Principal Executive Offices) (Zip Code)
(610) 727-6900
(Registrant’s 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:
| ¨ | 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 2.01. | Completion of Acquisition or Disposition of Assets |
On February 6, 2013, ICG Group, Inc. (“ICG”) announced that its consolidated subsidiary, Channel Intelligence, Inc. (“Channel Intelligence”), entered into a definitive agreement to be acquired by Google Inc. (“Google”) for $125 million of cash, subject to adjustment for working capital and other items. On February 20, 2013, the acquisition was consummated. ICG realized approximately $60.5 in cash in connection with the transaction. A portion of ICG’s proceeds were placed in escrow to satisfy potential indemnification claims under the purchase agreement; subject to any such claims, the escrowed proceeds will be released to ICG on or around August 20, 2014.
| Item 8.01. | Other Events |
On February 20, 2013, ICG issued a press release announcing the completion of Google’s acquisition of Channel Intelligence. A copy of ICG’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit |
Description | |
| 99.1 | Press Release issued February 20, 2013 by ICG Group, Inc. | |
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.
| ICG GROUP, INC. | ||||||
| Date: February 20, 2013 | By: | /s/ Suzanne L. Niemeyer | ||||
| Name: | Suzanne L. Niemeyer | |||||
| Title: | Managing Director, General Counsel and Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release issued February 20, 2013 by ICG Group, Inc. | |