Spin-off - IAC Inc.
Form Type: 8-K
Filing Date: 2025-04-08
Corporate Action: Spin-off
Type: New
Accession Number: 000180022725000018
Filing Summary: On April 8, 2025, IAC Inc. announced the completion of a spin-off of Angi Inc. (including Total Home Roofing, LLC) by means of a special dividend of all shares of Angi capital stock held by IAC to its common and Class B common stockholders. This spin-off took effect on March 31, 2025. Following the Distribution, IAC no longer retains any shares of Angi capital stock, marking Angi as an independent public company. The operations of Angi, including Roofing, are accounted for as discontinued operations in IAC's consolidated financial statements for all periods prior to March 31, 2025. Supplemental financial information reflecting this change was posted on IAC's website, and there are no other changes to the Company's reportable segments reflected in the new supplemental information.
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Additional details:
Date Of Report: 2025-04-08
Spin Off Date: 2025-03-31
Discontinued Operations Reference: ASC 205
Form Type: 8-K
Filing Date: 2025-04-01
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925030297
Filing Summary: On March 31, 2025, IAC Inc. completed the spin-off of Angi Inc. through the special dividend distribution of all Angi capital stock held by IAC to its common and Class B stockholders. This distribution entailed that for every share of IAC Stock, holders received 0.5251 shares of Angi Class A common stock. No fractional shares of Angi were issued; instead, cash was provided for any fractional shares. As a result of this transaction, IAC no longer has ownership of Angi's capital stock, and Angi is now an independent public company. Additionally, effective upon the completion of the spin-off, Joseph Levin stepped down as Chief Executive Officer of IAC and exited the board of directors. A press release announcing this completion was issued on April 1, 2025, which is attached as Exhibit 99.1.
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Additional details:
Record Date: 2025-03-25
Distribution Ratio: 0.5251
Cash For Fractional Shares: yes
Form Type: 8-K
Filing Date: 2025-03-28
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925029063
Filing Summary: On March 27, 2025, IAC Inc. announced the planned spin-off of Angi Inc. affirmed by the Board of Directors on March 7, 2025. A special dividend distribution of Angi shares held by IAC will occur on March 31, 2025, for IAC common stockholders recorded as of March 25, 2025. Each share of IAC will yield 0.5251 shares of Angi Class A common stock, with cash provided for fractional shares. Angi's Class A common stock will trade under the ticker 'ANGI,' and the ex-dividend date for IAC common stock is set for April 1, 2025. Post-distribution, IAC will no longer possess any shares of Angi stock.
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Additional details:
Record Date: 2025-03-25
Distribution Date: 2025-03-31
Angi Class A Shares Per Iac Share: 0.5251
Ex Dividend Date: 2025-04-01
Form Type: 8-K
Filing Date: 2025-03-18
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925025028
Filing Summary: On March 17, 2025, IAC Inc. announced a planned spin-off of Angi Inc. This announcement involved a notice to its executive officers and directors regarding a temporary blackout period under the IAC Inc. Retirement Savings Plan. The blackout period will commence at 4:00 PM Eastern Time on March 31, 2025, and is expected to end no later than 9:30 AM Eastern Time on April 3, 2025. During this period, plan participants will be unable to execute transactions involving their balances in the IAC stock fund, as this is necessary to establish a new Angi stock fund that will hold shares of Angi stock received by plan participant accounts. The blackout notice is included as Exhibit 99.1 of the filing.
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Additional details:
Item Date: 2025-03-17
Blackout Start: 2025-03-31T16:00:00-04:00
Blackout End: 2025-04-03T09:30:00-04:00
New Stock Fund: Angi Inc.
Plan Name: IAC Inc. Retirement Savings Plan
Form Type: 8-K
Filing Date: 2025-03-10
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925021977
Filing Summary: On March 7, 2025, IAC Inc.'s Board of Directors approved the spin-off of Angi Inc. This decision includes declaring a special dividend of all shares of Angi capital stock held by IAC to the holders of IAC common and Class B common stock. The distribution is planned to occur on March 31, 2025, for stockholders on record as of March 25, 2025. For each share of IAC Stock held, approximately 0.5178 shares of Angi Class A common stock are expected to be distributed, subject to certain conditions. IAC will not retain any shares of Angi after the distribution. Angi shares are expected to trade on the Nasdaq under the ticker 'ANGI' and will also trade on a 'when-issued' basis leading up to the distribution date. No fractional shares will be distributed; instead, cash payments will be made for any fractional shares.
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Additional details:
Board Approval Date: 2025-03-07
Special Dividend Declaration Date: 2025-03-07
Distribution Date: 2025-03-31
Record Date: 2025-03-25
Angi Class A Estimate Per Iac Stock: 0.5178
No Fractional Shares Policy: cash payment will be provided for fractional shares
Form Type: 8-K
Filing Date: 2025-01-13
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925003096
Filing Summary: On January 13, 2025, IAC Inc. announced the impending separation of Angi Inc. (ANGI) from the Company, set to take effect upon the completion of the spin-off or by May 31, 2025. Joseph Levin will step down as CEO and board member at that time, transitioning under an employment agreement where he will receive $1,000,000 in salary during a transition period. He will also receive 5,008,600 shares of fully vested Class B common stock of ANGI and $9,346,585 in cash as part of separation benefits. Levin has committed to not transfer his shares for six years and will provide consulting services for six years, receiving $3,000,000 annually. The spin-off will distribute all IAC’s shares in ANGI to stockholders, with conditions remaining for final approval by the board.
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Additional details:
Ceo Name: Joseph Levin
Transition Period Salary: 1000000
Angi Class B Shares: 5008600
Cash Amount: 9346585
Consulting Fee Per Year: 3000000
Spin Off Date: 2025-05-31
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