FTD Companies, Inc. (NASDAQ:FTD) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On August 9, 2019, FTD Companies, Inc. (the “Company”) issued a press release announcing receipt of approval from the United States Bankruptcy Court for the District of Delaware for the sale of the Company’s North American and Latin America florist and consumer business, including ProFlowers, and the sale of the Company’s Shari’s Berries online retail gourmet foods and food gifting business. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional information is available on the Company’s restructuring website at www.FTDrestructuring.com. In addition, Bankruptcy Court filings and other information related to the Chapter 11 Cases are available on a separate website administered by the Company’s claims agent, Omni Management Group (“Omni”), at www.omnimgt.com/FTD, or by calling Omni representatives toll-free at 1-866-205-3144 or 1-818-906-8300 for calls originating outside of the U.S.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this report shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on management’s current expectations, estimates and projections about the Company’s operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding expectations about the timing and execution of the Company’s strategic transactions (including the contemplated sales of substantially all of the Debtors’ assets), the Company’s future financial condition and future business plans and expectations, including statements related to the effect of, and management’s expectations with respect to, the operation of its business, adequacy of financial resources and commitments, and the operating expectations during the pendency of the Chapter 11 Cases and impacts to its business related thereto. Potential factors that could affect such forward-looking statements include, among others, risks and uncertainties relating to the Chapter 11 Cases, including, but not limited to, the Company’s ability to obtain Bankruptcy Court approval of motions filed in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s restructuring strategy; the conditions to which the Company’s DIP financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; the Company’s and the Debtors’ ability to consummate sales of substantially all of the Debtors’ assets and the terms and conditions of any such sales; the consequences of the acceleration of the Company’s debt obligations; the risks related to the Company’s delisting from Nasdaq and trading on the OTC Pink Market and the other factors disclosed in the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”), as updated from time to time in the Company’s subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, management undertakes no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Cautionary Information Regarding Trading in the Company’s Securities
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. Based on the values for the Company’s businesses as contemplated by the relevant asset purchase agreements, the Company expects that existing Company stockholders will receive no recovery at the end of the Chapter 11 Cases, consistent with legal priorities.
Item 9.01 Financial Statements and Exhibits.
FTD Companies, Inc. Exhibit
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit FTD Companies,…
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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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