Actua Corporation (NASDAQ:ACTA) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
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 September25, 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 FolioDynamix’s stockholders, under which Envestnet would acquire FolioDynamix (such transaction, the “Folio Sale”).
On January2, 2018, the Folio Sale was consummated. Actua realized cash proceeds of approximately $166.3million (approximately $1.5million 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 $11.6million 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 December12, 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 company’s 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 2.01. | Regulation FD Disclosure. |
On January2, 2018, Actua issued a press release announcing the completion of the FolioSale and related matters. A copy of Actua’s press release is attached hereto as Exhibit99.1 and is hereby incorporated by reference.
| Item 2.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
Actua Corp ExhibitEX-99.1 2 d500510dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor inquiries: Karen Greene Actua Investor Relations 610.727.6900 IR@actua.com Actua Announces Completion of Sale of FolioDynamix Company intends to set record date and make January distribution Radnor,…To view the full exhibit click here
About Actua Corporation (NASDAQ:ACTA)
Actua Corporation, formerly ICG Group, Inc., is a multi-vertical cloud technology company. The Company operates through two segments, which include the vertical cloud segment and the vertical cloud (venture) segment. The Company’s vertical cloud-based businesses include Bolt Solutions Inc. (Bolt), Folio Dynamics Holdings Inc. (FolioDynamix), GovDelivery Holdings, Inc. (GovDelivery) and VelocityEHS Holdings, Inc. (VelocityEHS), which operate in the commercial and personal property and casualty insurance, wealth management, government communications and environmental, health and safety (EH&S) markets, respectively. The vertical cloud (venture) businesses include InstaMed Holdings, Inc. (InstaMed) and Parchment Inc. (Parchment), which operate a cloud-based healthcare payments network and an education credentials technology, respectively.