SHUTTERFLY, INC. (NASDAQ:SFLY) Files An 8-K Regulation FD Disclosure

SHUTTERFLY, INC. (NASDAQ:SFLY) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.

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As part of the syndication process for the $825.0million secured term loan facility subject to that certain previously announced debt commitment letter entered into between Shutterfly, Inc., a Delaware corporation (“Shutterfly”), and Morgan Stanley Senior Funding, Inc., representatives of Shutterfly will make a presentation to potential lenders that includes the presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Lender Presentation”) and incorporated herein by reference.

The Lender Presentation includes certain financial measures that are not in accordance with accounting principles generally accepted in the United States (“GAAP”) and a discussion of the reasons why Shutterfly’s management believes that presentation of the non-GAAP financial measures provides useful information regarding Shutterfly’s financial condition and results of operations.Reconciliations of the non-GAAP financial measures to GAAP appear in the Lender Presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in the Lender Presentation is summary information that is intended to be considered in the context of Shutterfly’s Securities and Exchange Commission (“SEC”) filings and other public announcements that Shutterfly may make, by press release or otherwise, from time to time. Shutterfly undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information set forth in this Item 7.01 and in Exhibit99.1 is being furnished in this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Financial Statements and Exhibits.




99.1 Lenders’ Presentation dated February 2018.

EX-99.1 2 d373710dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Lenders’ Presentation “Helping people share life’s joy” February 2018 CONFIDENTIAL Safe Harbor Disclaimer This presentation contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933,…
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Shutterfly, Inc. is a manufacturer and digital retailer of personalized products and services offered through a family of lifestyle brands. The Company offers a range of personalized photo-based products and services. The Company’s segments include Consumer, Enterprise and corporate. The Consumer segment sells the Company’s photo-based products, such as photo books, stationery and greeting cards, other photo-based merchandise, photo prints and also ships, as well as rents the BorrowLenses brand of products. The Enterprise segment is engaged in printing and shipping of direct marketing and other variable data print products and formats. The Company’s products and services are offered through a family of lifestyle brands, including Shutterfly, Tiny Prints, Wedding Paper Divas, ThisLife, MyPublisher and BorrowLenses. The Shutterfly brand includes photo books, announcements, as well as custom home decor products and photo gifts. The Shutterfly brand also includes online photo service.

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