NEUSTAR INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-08-08: Form 8-K; Period of report 2017-08-08; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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; 8.01 Other Events; Details 1.02.
- 2017-06-13: Form 8-K; Period of report 2017-06-12; Description 8.01 Other Events; Details 8.01.
- 2017-05-26: Form 8-K; Period of report 2017-05-26; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2017-05-04: Form 8-K; Period of report 2017-05-04; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-08-08 | 8-K | 2017-08-08 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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; 8.01 Other Events | 1.02 In connection with the closing of the Merger, on August 8, 2017, Neustar repaid in full and terminated its Credit Agreement, dated as of January 22, 2013, by and among Neustar, the banks and other financial institutions from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as the administrative agent and as collateral agent, as amended. 2.01 As described above in the Introductory Note to this Current Report on Form 8-K, on August 8, 2017, Neustar completed the Merger pursuant to the Merger Agreement and became a wholly-owned subsidiary of Parent. 3.01 On August 8, 2017, Neustar notified the New York Stock Exchange (the “NYSE”) that the Merger was completed, and on the same day trading of Neustar common stock on the NYSE was suspended. 3.03 The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of the Merger, a change in control of Neustar occurred, and Neustar is now a wholly-owned subsidiary of Parent. 5.02 In connection with the Merger, each of Paul D. Ballew, James G. Cullen, Joel P. Friedman, Mark N. Greene, Ross K. Ireland, Paul A. Lacouture, Deborah D. Rieman, Michael J. Rowny and Hellene S. Runtagh, resigned from his or her respective position as a member of the Board of Directors of Neustar, and any committee thereof, effective as of the Effective Time. 5.03 In connection with the completion of the Merger, Neustar’s certificate of incorporation and by-laws were amended and restated so as to read in their entirety as the certificate of incorporation and by-laws that were attached as exhibits to the Merger Agreement. 8.01 On August 8, 2017, Neustar, Golden Gate Private Equity, Inc. and GIC Special Investments Pte. | d434981d8k.htm |
| 2017-06-13 | 8-K | 2017-06-12 | 8.01 Other Events | 8.01 As previously reported, on December 14, 2016, NeuStar, Inc. (“Neustar”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aerial Topco, L.P. (“Parent”) and Aerial Merger Sub, Inc. (“Merger Sub”). | a8-kjune132017.htm |
| 2017-05-26 | 8-K | 2017-05-26 | 7.01 Regulation FD Disclosure | 7.01 On April 6, 2015, Neustar, Inc. (the “Company”) filed a Petition for Review asking the U.S. Court of Appeals for the District of Columbia Circuit to “hold unlawful, vacate, enjoin, and set aside” the FCC Order issued on March 27, 2015, approving a recommendation by the North American Numbering Council for a competitor to serve as the next Local Number Portability Administrator (“LNPA”). | a8-kmay262017.htm |
| 2017-05-04 | 8-K | 2017-05-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 4, 2017, NeuStar, Inc. (the “Company” or “Neustar”) announced its financial results for the first quarter of 2017. 7.01 On May 4, 2017, Neustar issued a press release announcing its financial results for the first quarter of 2017. | form8-kq12017.htm |
| 2017-03-15 | 8-K | 2017-03-14 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On March 14, 2017, NeuStar, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). 8.01 On March 15, 2017, the Company issued a press release announcing the results of the stockholder votes at the Special Meeting. | form8-k2017specialmeetingr.htm |
| 2017-02-02 | 8-K | 2017-02-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 2, 2017, NeuStar, Inc. (the “Company” or “Neustar”) announced its financial results for the fourth quarter of 2016 and 2016 fiscal year. 7.01 On February 2, 2017, Neustar issued a press release announcing its financial results for the fourth quarter of 2016 and 2016 fiscal year. | form8-kq42016.htm |