Spin-off - Angi Inc.
Form Type: SCHEDULE 13D
Filing Date: 2025-04-03
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925031452
Filing Summary: On March 31, 2025, Barry Diller filed a Schedule 13D following the completion of a spin-off by IAC Inc., in which all of the Angi Inc. shares held by IAC were distributed to holders of IAC common stock as a special dividend. This spin-off included the issuance of 3,357,304 shares of Angi Class A common stock to Mr. Diller and 898 shares to a family foundation. Diller indicated that, depending on market conditions, he may purchase additional shares or sell some of his current shares of Angi Class A common stock, but he has no current plans for specific corporate actions. Mr. Diller beneficially owns a total of 470,781 shares directly and additional shares through various family trusts and foundations. He holds sole investment power over some shares and shared investment power over others, while disclaiming beneficial ownership of the shares held by the family foundation.
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Additional details:
Shareholder Name: Barry Diller
Beneficial Ownership Shares: 470781
Spin Off Date: 2025-03-31
Shares Received: 3357304
Family Foundation Shares: 898
Iac Record Date: 2025-03-25
Form Type: 8-K
Filing Date: 2025-04-01
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925030301
Filing Summary: On March 31, 2025, IAC Inc. completed the spin-off of Angi Inc. through a special dividend ('Distribution') of all shares of Angi capital stock held by IAC to its stockholders. IAC converted its Angi Class B common stock into Angi Class A common stock prior to the Distribution, resulting in only Class A shares outstanding. The special dividend allowed holders of IAC common stock and IAC Class B common stock to receive 0.5251 shares of Angi Class A common stock for each share of IAC stock they owned as of the Record Date, March 25, 2025. No fractional shares of Angi Class A common stock were distributed; cash payments were made instead. Post-Distribution, IAC no longer owns shares of Angi, making Angi an independent public company listed under the symbol 'ANGI'. Additionally, on March 26, 2025, resignations of three directors from Angi's board were reported, alongside structural changes to the board. Effective March 31, 2025, a Charter Amendment was filed that included provisions for board classification and limitations on stockholder actions. The Bylaw Amendment also became effective, laying down rules for filling board vacancies.
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Item 3 03: Material Modification to Rights of Security Holders
Item 5 01: Change in Control of Registrant
Item 5 02: Departure of Directors
Item 5 03: Amendments to Articles of Incorporation
Item 7 01: Regulation FD Disclosure
Item 9 01: Financial Statements and Exhibits
Form Type: 8-K
Filing Date: 2025-04-01
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925030638
Filing Summary: On March 31, 2025, IAC Inc. completed the spin-off of Angi Inc. through a special dividend, distributing all shares of Angi capital stock held by IAC to IAC common stockholders and Class B common stockholders. Prior to the distribution, IAC converted 41,701,064 shares of Angi Class B common stock into an equal number of Angi Class A common stock shares. This conversion was executed without any consideration to Angi and falls under the exemption from registration per Section 4(2) of the Securities Act of 1933.
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Additional details:
Date Of Report: 2025-03-31
Spin Off Date: 2025-03-31
Total Classes Converted: 41,701,064
Conversion Ratio: 1-for-1
Class B Common Stock Par Value: $0.001
Class A Common Stock Par Value: $0.001
Form Type: SCHEDULE 13D/A
Filing Date: 2025-04-01
Corporate Action: Spin-off
Type: Update
Accession Number: 000110465925030689
Filing Summary: On March 31, 2025, IAC Inc. converted all of its 41,701,064 shares of ANGI Class B Common Stock into shares of ANGI Class A Common Stock on a one-for-one basis. Following the conversion, IAC held 42,080,232 shares of ANGI Class A Common Stock. On the same date, IAC completed a spin-off by distributing all shares of ANGI Class A Common Stock it held as a special dividend to holders of IAC Stock. Holders of IAC Stock received 0.5251 shares of ANGI Class A Common Stock for each share of IAC Stock they owned as of the record date of March 25, 2025. IAC no longer owns any shares of ANGI capital stock following this distribution. The Investor Rights Agreement between IAC and ANGI terminated as a result of the completed distribution.
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Additional details:
Class B Common Stock Converted: 41701064
Class A Common Stock After Conversion: 42080232
Special Dividend Date: 2025-03-31
Record Date: 2025-03-25
Shares Per Iac Stock: 0.5251
Form Type: 8-K
Filing Date: 2025-03-10
Corporate Action: Spin-off
Type: Update
Accession Number: 000110465925021974
Filing Summary: On March 6, 2025, Angi Inc.'s Board of Directors approved a reverse stock split effective March 24, 2025, at a one-for-ten ratio for its Class A and Class B common stocks. This reverse stock split was previously approved by stockholders as described in a filing on February 18, 2025. Additionally, on March 7, 2025, IAC Inc., the controlling stockholder of Angi, approved a planned spin-off of Angi, declaring a special dividend of all shares of Angi capital stock to holders of IAC common stock. This spin-off distribution will occur on March 31, 2025, distributing approximately 0.5178 shares of Angi Class A common stock for each share of IAC stock held by record stockholders as of March 25, 2025. IAC, after the distribution, will own no shares of Angi. IAC's stock will trade on a regular basis with both regular and ex-distribution markets leading up to the distribution date.
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Additional details:
Date Of Reverse Stock Split: 2025-03-24
Reverse Stock Split Ratio: 1:10
Distribution Date: 2025-03-31
Record Date: 2025-03-25
Expected Distribution Ratio: 0.5178
Cash Payment For Fractional Shares: Yes
Form Type: SCHEDULE 13D/A
Filing Date: 2025-03-10
Corporate Action: Spin-off
Type: Update
Accession Number: 000110465925022175
Filing Summary: On March 10, 2025, IAC announced the Board of Directors of IAC approved the planned spin-off of Angi Inc. The spin-off involves a special dividend of all ANGI capital stock held by IAC to holders of IAC common stock and IAC Class B common stock. The dividend will be paid through the distribution of shares of ANGI Class A common stock on March 31, 2025, to holders of record of IAC stock as of March 25, 2025, on a pro rata basis, subject to satisfaction or waiver of certain conditions. Following the spin-off, IAC will no longer own any shares of ANGI capital stock. Additionally, as of March 7, 2025, IAC beneficially owned 417,010,647 shares of ANGI Class B Common Stock and 3,791,688 shares of ANGI Class A Common Stock, representing substantial voting power of approximately 98.1% of ANGI's total voting power. IAC's actions reflect ongoing corporate strategies to enhance shareholder value and streamline operations in relation to its subsidiaries.
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Additional details:
Share Class B Common Stock: 417010647
Share Class A Common Stock: 3791688
Total Voting Power: 98.1
Price Per Share: 1.66
Total Outstanding Class A Common Stock: 84518339
Record Date: 2025-03-25
Distribution Date: 2025-03-31
Form Type: S-3/A
Filing Date: 2025-02-12
Corporate Action: Spin-off
Type: Update
Accession Number: 000110465925011597
Filing Summary: Angi Inc. is filing an amendment to its registration statement regarding a planned spin-off as a special dividend by IAC Inc. This involves distributing shares of Angi Class A common stock to holders of IAC common stock and Class B common stock. The distribution is subject to the special dividend declaration by IAC's board and will involve the conversion of IAC's Class B shares into Class A shares prior to the distribution. Approximately 41,959,882 shares of Angi are expected to be distributed, representing roughly 84.2% of the outstanding shares of Angi Class A common stock post-split. IAC stockholders will automatically receive these shares without requiring any action on their part. After the distribution, Angi will no longer be a controlled company under Nasdaq rules, and amendments to its charter are planned to reflect this change. Angi will handle certain distribution-related expenses but won't receive proceeds from this transaction. Overall, this restructuring is designed to enhance Angi's governance and comply with Nasdaq requirements post-spin-off.
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Additional details:
Company Name: Angi Inc.
Address: 3601 Walnut Street, Denver, Colorado 80205
Telephone: (303) 963-7200
Irs Employer Identification Number: 82-1204801
Majority Class B Shares: 417,010,647
Majority Class A Shares: 2,588,180
Expected Distribution Quantity: 41,959,882
Expected Class A Shares Per Iac Share: 0.5036
Last Reported Sale Price: $1.73
Record Date Description: The record date will be established by the IAC board prior to the Distribution.
Distribution Date Description: The distribution date will also be determined by the IAC board and announced before the Distribution.
Effective Time Description: The Distribution will not become effective until declared by the IAC board and required conditions are met.
Form Type: PRE 14C
Filing Date: 2025-02-06
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925009804
Filing Summary: Angi Inc. has filed a Preliminary Information Statement to notify stockholders about the adoption of amendments to its charter, approved by a majority stockholder, IAC Inc., acting by written consent. These amendments relate to a proposed distribution of Angi's stock held by IAC to its own stockholders. If completed, this distribution will result in Angi ceasing to be a controlled company as defined under Nasdaq rules. Key amendments include the structuring of the board of directors as classified until the 2032 annual meeting, a change in stockholder voting procedures to require action at meetings, and an opt-in to specific Delaware statutory provisions limiting business combinations with interested stockholders. Additionally, a reverse stock split at a ratio of one-for-ten will occur before the distribution, aimed at enhancing the stock's perception and liquidity. The amendments will not take effect unless the distribution is completed. If not, they may be abandoned.
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Additional details:
Class A Common Stock Par Value: 0.001
Class B Common Stock Par Value: 0.001
Record Date: 2025-02-14
Reverse Stock Split Ratio: 1-for-10
Board Classification Expiration Year: 2032
Form Type: S-3
Filing Date: 2025-01-27
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925006380
Filing Summary: On January 27, 2025, Angi Inc. filed a registration statement concerning a special dividend distribution of shares of its Class A common stock by IAC Inc. to its common stockholders. The Distribution will be executed after IAC converts its Class B shares into Class A shares, resulting in no Class B shares outstanding post-distribution. The pro rata distribution of Angi shares will occur to holders of IAC common stock without any requirement for IAC stockholders to pay for the shares received. Following this distribution, Angi will no longer be a controlled company, as defined under Nasdaq rules, and it will cease to enjoy certain corporate governance exemptions. The distribution will be subject to conditions, and Angi intends to conduct a reverse stock split prior to execution. Angi's current governance structure will be amended to reflect the change in control post-distribution, and stockholder action will not be required to approve the distribution. The Class A common stock of Angi will continue to trade on the Nasdaq under the symbol ‘ANGI.’ IAC stockholders will receive cash for any fractional shares they would have otherwise received in the Distribution.
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Additional details:
Company Name: Angi Inc.
State Of Incorporation: Delaware
Employer Identification Number: 82-1204801
Headquarters Address: 3601 Walnut Street, Denver, Colorado 80205
Agent For Service Name: Shannon Shaw
Agent For Service Address: c/o IAC Inc., 555 West 18th Street, New York, New York 10011
Telephone Number: (303) 963-7200
Shares Class A: [•]
Shares Class B: [•]
Reverse Stock Split Ratio: 1-for-10
Distribution Date: [•], 2025
Record Date: [•], 2025
Expected Distribution Percentage: [•]%
Form Type: SCHEDULE 13D/A
Filing Date: 2025-01-15
Corporate Action: Spin-off
Type: Update
Accession Number: 000110465925003823
Filing Summary: On January 13, 2025, IAC announced that its board of directors authorized management to pursue the spin-off of its ownership stake in Angi Inc. ("ANGI") to IAC shareholders. IAC intends to effect the spin-off through a dividend of all of the capital stock of ANGI owned by IAC to the holders of its common stock and Class B common stock. Prior to this dividend, IAC plans to convert all shares of ANGI Class B Common Stock it owns into shares of Class A Common Stock. Following the conversion and dividend, there will be no ANGI Class B Common Stock outstanding, and IAC will no longer hold any shares of ANGI common stock. The completion of this spin-off and dividend remains subject to conditions and board approval. Additionally, IAC transferred 5,008,600 fully vested shares of ANGI Class B Common Stock to Joseph Levin, who converted them into Class A Common Stock. Mr. Levin serves as CEO and Chairman of the ANGI Board, and he is set to become Executive Chairman upon completion of the spin-off or by May 31, 2025.
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Additional details:
Share Class B Common Stock Owned: 417010647
Share Class A Common Stock Owned: 2588180
Percentage Voting Power: 98.3
Percentage Total Outstanding Shares: 85.2
Form Type: 8-K
Filing Date: 2025-01-13
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925003095
Filing Summary: On January 13, 2025, Angi Inc. filed a Form 8-K to report the issuance of Class A Common Stock in accordance with the conversion of Class B Common Stock held by Joseph Levin. He has been elected as Executive Chairman of the Board with a compensation structure that includes a base salary and eligibility for bonuses. Additionally, IAC announced a plan to spin off its ownership stake in Angi to IAC stockholders through a dividend, which involves converting its Class B shares to Class A shares prior to the spinoff. This spinoff is dependent on final approval from IAC's board and could be subject to conditions that may affect its completion.
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Additional details:
Executive Chairman: Joseph Levin
Base Salary: 350000
Shares Transferred: 5008600
Previous Position: Chief Executive Officer of IAC
Board Membership: MGM Resorts International
Conversion Period: six years
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