FTD Companies, Inc. (NASDAQ:FTD) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on June 3, 2019, FTD Companies, Inc. (the “Company”) and substantially all of its domestic subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions commencing cases under chapter 11 of title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (together, the “Chapter 11 Cases”) are being jointly administered under the caption, In re FTD Companies, Inc., Case No. 19-11240 (LSS) (Bankr. D. Del.). The Debtors continue to operate their remaining businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
Gourmet Foods Sale
On August 14, 2019, following approval of the sale by an order of the Bankruptcy Court on August 9, 2019, Provide Commerce LLC (“Provide Commerce”), a wholly-owned subsidiary of the Company, completed the sale of the Company’s Shari’s Berries online and over the phone retail gourmet foods and food gifting business, to the asset purchase agreement, dated July 31, 2019, by and among Provide Commerce and SBGF Acquisition, LLC, an affiliate of 1-800-FLOWERS.COM, Inc. (the “Gourmet Foods APA”). to the terms and subject to the conditions in the Gourmet Foods APA, the purchase price was $20.5 million in cash.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2019, Mir Aamir, James T. Armstrong, Tracey L. Belcourt, Robert Berglass, Sue Ann R. Hamilton, and Scott D. Levin gave notice of their intent to resign from the Company’s Board of Directors (the “Board”) and relevant committees thereof, effective upon the closing of the sale of the Company’s North America and Latin America florist and consumer business, including the ProFlowers business (the “FTD/ProFlowers Sale”), to the second amended and restated asset purchase agreement, dated July 31, 2019, by and among FTD, Inc., a wholly-owned subsidiary of the Company, certain other subsidiaries of the Company and Gateway Mercury Holdings, LLC, an affiliate of Nexus Capital Management LP, a California-based private equity sponsor. Effective upon such resignations, Candace H. Duncan will remain as the sole member of the Board and the Board size will be reduced to at least one director.
In addition, effective upon the closing of the FTD/ProFlowers Sale, Scott D. Levin, President, Chief Executive Officer and Secretary, Tom D. Moeller, Executive Vice President, Florist Division, and Joseph R. Topper, Jr., Executive Vice President and Chief Digital Officer, will no longer serve as officers for any of the Debtors.
About FTD Companies, Inc. (NASDAQ:FTD)
FTD Companies, Inc. (FTD) is a floral and gifting company. The Company operates through four segments: Consumer, Florist, International and Provide Commerce. Through its Consumer segment, FTD is a direct marketer of floral and gift products for consumers, primarily in the United States and Canada. Through its Florist segment, it is a provider of products and services to its floral network members, which include traditional retail florists and other non-florist retail locations. Its International segment consists of Interflora, which operates primarily in the United Kingdom and the Republic of Ireland. Through its Provide Commerce segment, FTD is a direct marketer of floral and gift products, including specialty foods, personalized gifts and other gifting products for consumers. Its portfolio of brands includes ProFlowers, ProPlants, Shari’s Berries, Personal Creations, RedEnvelope, Cherry Moon Farms, Flying Flowers, Flowers Direct, Sesame, Ink Cards, Postagram, and Gifts.com.
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