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EX-99.1 - EX-99.1 - Actua Corp | d448124dex991.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: December 12, 2017
Actua Corporation
(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
(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:
☐ | 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)) |
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. | Completion of Acquisition or Disposition of Assets. |
On September 23, 2017, Actua Corporation (the Company) entered into a definitive purchase agreement with Actua Holdings, Inc., Arsenal Acquisition Holdings, LLC (Arsenal Holdings) and Velocity Holdco III Inc. (f/k/a Arsenal Buyer Inc.) (the Buyer), an affiliate of CVC Growth Fund, under which the Buyer would acquire the Companys interests in VelocityEHS Holdings, Inc. (Velocity) and BOLT Solutions Inc. (Bolt) through an acquisition of all of the outstanding membership interests of Arsenal Holdings (which holds the Companys interests in Velocity and Bolt).
On December 12, 2017, the transaction was consummated. The Company realized proceeds of approximately $328 million in cash in the transaction; a portion of those proceeds will be used to pay remaining transaction expenses.
Item 7.01. | Regulation FD Disclosure. |
On December 12, 2017, the Company issued a press release announcing the completion of the sale of the Companys interests in Velocity and Bolt. A copy of the Companys 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 No. |
Description | |
99.1 | Press Release issued December 12, 2017 by Actua Corporation |
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.
ACTUA CORPORATION | ||||||
Date: December 12, 2017 |
By: | /s/ Suzanne L. Niemeyer | ||||
Name: | Suzanne L. Niemeyer | |||||
Title: | Managing Director, General Counsel and Secretary |