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ILG, Inc. Form 8-K: Current report, 2016

ILG, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2016-12-12: Form 8-K; Period of report 2016-12-08; Description 8.01 Other Events; Details 8.01.
  • 2016-11-08: Form 8-K; Period of report 2016-11-08; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
  • 2016-10-17: Form 8-K; Period of report 2016-10-14; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2016-09-27: Form 8-K; Period of report 2016-09-21; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2016-12-128-K2016-12-088.01 Other Events8.01 The Board of Directors (the “Board”) of ILG, Inc. has amended the ILG Corporate Governance Guidelines to adopt a majority vote policy for the election of directors (the “Policy”).a16-22942_18k.htm
2016-11-088-K2016-11-082.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 ILG today issued a press release reporting financial results for the quarter ended September 30, 2016.
8.01 On November 8, 2016, ILG announced that its Board of Directors declared a quarterly dividend of $0.12 per common share.
a16-21259_18k.htm
2016-10-178-K2016-10-145.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 Amendments to articles of Incorporation or Bylaws; change in Fiscal Years.a16-19863_18k.htm
2016-09-278-K2016-09-218.01 Other Events8.01 On September 21, 2016, Interval Leisure Group, Inc. (“ILG”) and Vistana Signature Experiences, Inc. (“Vistana”) entered into an agreement (the “Agreement”) with Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), Preferred Guest, Inc. and Marriott International Inc. (“Marriott”) to clarify certain rights and obligations under the License, Services, and Development Agreement, dated May 11, 2016, the SPG Affiliation Agreement, dated May 11, 2016 and related agreements between Vistana and Starwood in light of the closing of the business combination between Marriott and Starwood.a16-19057_18k.htm
2016-09-238-K2016-09-208.01 Other Events8.01 On September 20, 2016, subsidiaries of Interval Leisure Group, Inc. (“ILG”) completed a securitization transaction involving the issuance of $375 million of asset-backed notes (the “Notes”).a16-19001_18k.htm
2016-08-048-K2016-08-042.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 Interval Leisure Group, Inc. (“ILG”) today issued a press release reporting financial results for the quarter ended June 30, 2016.
8.01 On August 4, 2016, ILG announced that its Board of Directors declared a quarterly dividend of $0.12 per common share.
a16-16178_18k.htm
2016-07-228-K/A2016-05-119.01 Financial Statements and Exhibits9.01 (b) Pro Forma Financial Information.a16-15286_18ka.htm
2016-07-018-K2016-06-298.01 Other Events8.01 On June 29, 2016, certain subsidiaries of Interval Leisure Group, Inc. (“ILG”), including subsidiaries acquired in connection with ILG’s acquisition of Vistana Signature Experiences, Inc. (“Vistana”) entered into a supplemental indenture (the “Supplemental Indenture”) which supplements the Indenture, dated as of April 10, 2015 (the “Indenture”) among Interval Acquisition Corp., the guarantors party thereto and HSBC Bank USA, National Association, as Trustee.a16-14344_18k.htm
2016-06-218-K2016-06-218.01 Other Events8.01 On June 21, 2016, Interval Leisure Group, Inc. (“ILG”) and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) issued a joint press release announcing entry by ILG into a closing agreement with the Internal Revenue Service (the “IRS”) in connection with ILG’s acquisition of Vistana Signature Experiences, Inc. (“Vistana”) immediately after the spin-off of Vistana from Starwood and on May 11, 2016.a16-13745_18k.htm
2016-06-208-K2016-06-207.01 Regulation FD Disclosure7.01 On June 20, 2016, ILG posted on its website, www.iilg.com, under “Investor Relations Home” “ — Presentations & Events,” an investor presentation (the “Investor Presentation”), that includes, among other matters, additional information related to ILG’s free cash flow guidance for 2016.a16-13596_18k.htm
2016-06-068-K2016-06-067.01 Regulation FD Disclosure7.01 On June 6, 2016, ILG posted on its website, www.iilg.com, under “Investor Relations Home — Presentations & Events,” an investor presentation (the “Investor Presentation”), that includes, among other matters, information related to ILG’s updated guidance for 2016.a16-12866_18k.htm
2016-05-178-K2016-05-171.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On May 17, 2016, Interval Acquisition Corp., (the “Borrower”), Interval Leisure Group, Inc. (“ILG”) and certain subsidiaries of the Borrower, as Guarantors, entered into a Fifth Amendment to Credit Agreement with Wells Fargo Bank, National Association, as administrative agent and the lenders party to the amendment (the “Amendment”).
8.01 On May 16, 2016, ILG issued a press release announcing that its Board of Directors had increased the amount of authorized stock repurchases to $100 million.
a16-11425_18k.htm
2016-05-128-K2016-05-111.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.08 Shareholder Director Nominations; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.01 Report on Form 8-K filed with the SEC on April 19, 2016 are incorporated by reference into this Item 2.01, and are qualified in their entirety by reference to the Merger Agreement and the Separation Agreement, copies of which were filed as Exhibits 2.2 and 2.1, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2016 and are incorporated herein by reference.
5.02 Effective as of the Effective Time and pursuant to the terms of the Merger Agreement: (i) the Company increased the size of its board of directors (the “Board”) from eleven (11) to thirteen (13) members, (ii) each of Jeanette E. Marbert and Gary S. Howard resigned from the Board and (iii) each of Lizanne Galbreath, Stephen Quazzo, Sergio Rivera and Thomas Ryder, each previously designated by Starwood (collectively, the “Starwood Designees”), was appointed as a member of the Board.
5.08 On May 11, 2016, the Board approved August 3, 2016 as the date of the Company’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”).
8.01 On May 12, 2016, the Company and Starwood issued a joint press release announcing the consummation of the Transactions.
a16-11085_18k.htm
2016-05-098-K2016-05-098.01 Other Events8.01 On May 9, 2016, Interval Leisure Group, Inc. (the “Company”) and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) issued a joint press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.a16-10820_18k.htm
2016-05-098-K2016-05-092.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 Interval Leisure Group, Inc. (“ILG”) today issued a press release reporting financial results for the quarter ended March 31, 2016.
8.01 On May 9, 2016, ILG announced that its Board of Directors declared a quarterly dividend of $0.12 per common share.
a16-10845_18k.htm
2016-05-058-K2016-05-048.01 Other Events8.01 The condensed consolidating information in the Supplemental Guarantor Information footnote is required as a result of the registration under the U.S. federal securities laws of certain senior notes issued by a subsidiary of ILG, that have been guaranteed by ILG and certain other subsidiaries.a16-8752_18k.htm
2016-05-028-K2016-04-298.01 Other Events8.01 On April 29, 2016, Interval Leisure Group, Inc. (the “Company”) and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) issued a joint press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.a16-10110_28k.htm
2016-04-208-K2016-04-205.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On April 20, 2016, Interval Leisure Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on (i) a proposal to approve the issuance of common stock, par value $0.01 per share, of the Company (the “Stock Issuance”), contemplated by the Agreement and Plan of Merger, dated as of October 27, 2015, as amended and restated on April 18, 2016 (the “Merger Agreement”), by and among the Company, Iris Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), and Vistana Signature Experiences, Inc. (“Vistana”), pursuant to which, immediately following the spin-off of Vistana to Starwood’s stockholders (the “Spin-Off”), Merger Sub will merge with and into Vistana (the “Merger”) with Vistana surviving the Merger as a wholly-owned subsidiary of the Company; and (ii) a proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Stock Issuance.
8.01 On April 20, 2016, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
a16-8545_28k.htm
2016-04-198-K2016-04-181.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 In connection with the Spin-Off and Merger, Starwood expects to receive an opinion of Skadden, Arps, Slate, Meagher & Flom LLP to the effect that the Spin-Off should qualify as a reorganization under Sections 368(a) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and that the Merger should qualify as a reorganization under Section 368(a) of the Code, and the Company expects to receive an opinion of Weil, Gotshal & Manges LLP to the effect that the Merger should qualify as a reorganization under Section 368(a) of the Code.
a16-8545_18k.htm
2016-02-258-K2016-02-252.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 Interval Leisure Group, Inc. (“ILG”) today issued a press release reporting financial results for the quarter and year ended December 31, 2015.
8.01 On February 25, 2016, ILG announced that its Board of Directors declared a quarterly dividend of $0.12 per common share.
a16-5287_18k.htm