ILG, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-09-05: Form 8-K; Period of report 2018-08-31; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2018-09-05: Form 8-K; Period of report 2018-08-31; Description 9.01 Financial Statements and Exhibits; Details 9.01.
- 2018-08-28: Form 8-K; Period of report 2018-08-28; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2018-08-21: Form 8-K; Period of report 2018-08-21; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-09-05 | 8-K | 2018-08-31 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 In connection with the consummation of the Combination Transactions, on August 31, 2018, ILG terminated all outstanding commitments under the Amended and Restated Credit Agreement, dated as of June 21, 2012 (as amended from time to time, the “ILG Credit Agreement”), by and among ILG, Inc., IAC, as borrower, certain subsidiaries of IAC, as guarantors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. 2.01 On September 1, 2018, ILG completed its previously announced merger with MVW pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018 (the “Merger Agreement”), by and among MVW, ILG, Inc., Ignite Holdco, Inc., a Delaware corporation and wholly-owned direct subsidiary of ILG, Inc. (“Holdco”), Ignite Holdco Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Ignite Holdco Sub”), Volt Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of MVW (“Volt Corporate Merger Sub”), and Volt Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of MVW (“Volt LLC Merger Sub”). 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. 3.01 In connection with the completion of the Combination Transactions, on August 31, 2018, ILG, Inc. notified Nasdaq, Inc. (the “NASDAQ”) that trading in ILG common stock (as defined below) should be suspended and listing of ILG common stock on the NASDAQ should be removed. 3.03 Under the terms of the Merger Agreement, each outstanding share of ILG, Inc. common stock, par value $0.01 per share (the “ILG common stock”), issued and outstanding immediately prior to the effective time of the Combination Transactions was cancelled and converted into the right to receive (a) $14.75 in cash, without interest, and (b) 0.165 shares of MVW common stock, par value $0.01 per share (the “MVW common stock”). 5.01 The information set forth in Item 2.01 above is incorporated herein by reference. 5.02 On September 1, 2018, as a result of the consummation of the Combination Transactions described in Item 2.01 above, ILG, Inc.’s directors and executive officers ceased serving in such capacities. 5.03 Pursuant to the terms of the Merger Agreement, as a result of the consummation of the ILG Merger, ILG, Inc.’s articles of incorporation and by-laws were amended and restated as of 11:58 pm on August 31, 2018 to be identical to the articles of incorporation and bylaws of Ignite Merger Sub (except for ILG, Inc.’s name), as in effect immediately prior to the closing of the ILG Merger. | d608858d8k.htm |
| 2018-09-05 | 8-K | 2018-08-31 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC (incorporated by reference from Exhibit 2.1 of ILG, Inc.’s Current Report on Form 8-K filed with the SEC on April 30, 2018) 3.1 Amended and Restated Articles of Incorporation of ILG, Inc. 3.2 Amended and Restated Bylaws of ILG, Inc. 3.3 Certificate of Formation of ILG, LLC 3.4 Limited Liability Company Operating Agreement of ILG, LLC 4.1 Indenture, dated as of September 4, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and HSBC Bank USA, National Association, as trustee. | d608858d8k.htm |
| 2018-08-28 | 8-K | 2018-08-28 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On August 28, 2018, ILG, Inc., a Delaware corporation (“ILG”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the Definitive Proxy Statement, dated July 23, 2018, which was first mailed to ILG stockholders on or about July 25, 2018. 8.01 On August 28, 2018, ILG and MVW issued a joint press release announcing the results of the stockholder vote at the Special Meeting and the MVW special meeting of stockholders of Marriott Vacations Worldwide. | a18-22046_18k.htm |
| 2018-08-21 | 8-K | 2018-08-21 | 8.01 Other Events | 8.01 On August 21, 2018, subsidiaries of ILG, Inc. completed a securitization transaction involving the issuance of $287 million of asset-backed notes (the “Notes”). | a18-20038_18k.htm |
| 2018-08-20 | 8-K | 2018-08-20 | 8.01 Other Events | 8.01 Supplemental Disclosures. | a18-18954_18k.htm |
| 2018-08-03 | 8-K | 2018-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 ILG today issued a press release reporting financial results for the quarter ended June 30, 2018. | a18-18154_18k.htm |
| 2018-07-26 | 8-K | 2018-07-26 | 2.02 Results of Operations and Financial Condition | 2.02 ILG, Inc. (“ILG”) is filing this Current Report on Form 8-K to present certain preliminary information regarding the financial condition and results of operations of ILG for the periods ended June 30, 2018 described below. | a18-17747_18k.htm |
| 2018-07-19 | 8-K | 2018-07-19 | 8.01 Other Events | 8.01 ILG, Inc. (“ILG”) is filing this Current Report on Form 8‑K to revise its historical “Selected Financial Data,” “Management Discussion and Analysis of Financial Condition and Results of Operations,” and “ILG’s Principles of Financial Reporting” comprising Items 6 and 7 of ILG’s 2017 Annual Report on Form 10‑K. These sections have been recast to reflect ILG’s adoption of the Financial Accounting Standard Board’s Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) on a retrospective basis to facilitate ILG’s previously announced transaction with Marriott Vacations Worldwide Corporation. | ilg-20180719x8k.htm |
| 2018-07-03 | 8-K | 2018-07-03 | 8.01 Other Events | 8.01 On July 3, 2018, ILG, Inc. (“ILG”) issued a press release announcing that it has established a meeting date of August 28, 2018 for the special meeting of its stockholders to consider and vote upon a proposal to approve and adopt the previously announced Agreement and Plan of Merger, dated April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC., and other related matters. | a18-16282_18k.htm |
| 2018-06-15 | 8-K | 2018-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 12, 2018, ILG, Inc. held its annual meeting of stockholders. | a18-15406_18k.htm |
| 2018-06-05 | 8-K | 2018-06-05 | 8.01 Other Events | 8.01 ILG, Inc. (“ILG”) is filing this Current Report on Form 8-K to revise its consolidated balance sheets as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule comprising Item 8 of our 2017 Form 10-K (collectively referred to as the “Consolidated Financial Statements”). | ilg-20180605x8k.htm |
| 2018-05-03 | 8-K | 2018-05-03 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 ILG today issued a press release reporting financial results for the quarter ended March 31, 2018. 8.01 On May 3, 2018, ILG announced that its Board of Directors declared a quarterly dividend of $0.175 per common share. | a18-12609_18k.htm |
| 2018-05-01 | 8-K | 2018-04-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On April 30, 2018, in connection with the Merger, the compensation committee of the board of directors of ILG, Inc. (“ILG”), in recognition of the substantial increase in duties and responsibilities of management in connection with the transaction contemplated by the Merger Agreement, adopted a transaction bonus plan (the “Transaction Bonus Plan”) for a select group of ILG employees, including each of the named executive officers, granting each a right to a one-time payment to be paid in cash, following a Change in Control (as defined in the ILG, Inc. 2013 Stock and Incentive Compensation Plan) of ILG (each bonus, a “Transaction Bonus”). 8.01 On April 30, 2018, the Company and Marriott Vacations issued a joint press release announcing their entry into the Merger Agreement. | d579290d8k.htm |
| 2018-02-28 | 8-K | 2018-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 ILG today issued a press release reporting financial results for the quarter and year ended December 31, 2017. | a18-7261_18k.htm |