UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Statement of
Liberty Interactive Corporation
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
FTD Companies, Inc.
This Report on Schedule 13D relates to the common stock, par value $0.0001 per share (the
Common Stock
) of FTD Companies, Inc., a Delaware corporation (the
Issuer
or
FTD
). The Report on Schedule 13D originally filed with the Securities and Exchange Commission (the
SEC
) by Liberty Interactive Corporation, a Delaware corporation (the
Reporting Person
or
Liberty Interactive
), on January 9, 2015, as amended by Amendment No. 1 to the Report on Schedule 13D/A filed with the SEC by the Reporting Person on September 5, 2017 (together, the
Schedule 13D
), is hereby further amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A (this
Amendment
, and together with the Schedule 13D, the
Statement
) constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 2.
Identity and Background
The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Schedule 1 attached hereto is incorporated by reference and amends and restates Schedule 1 of the Schedule 13D in its entirety. Each of such executive officers and directors is a citizen of the United States, unless otherwise noted on Schedule 1. Neither the Reporting Person, nor, to the best knowledge of the Reporting Person, any of its executive officers and directors named on Schedule 1 to this Amendment, has, during the last five years, been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4.
Purpose of Transaction
The information contained in
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
As announced by FTD on March 8, 2018, Liberty Interactive is in discussions with FTD and FTDs lenders regarding modifications to FTDs credit agreement and other financing transactions in order to assist FTD to be able to comply with FTDs financial covenants under its credit agreement. These potential solutions involve a possible commitment from Liberty Interactive to provide up to $50 million of credit support on terms and conditions to be determined in connection with the execution of any definitive agreements. Discussions with FTD and FTDs lenders are ongoing.
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Except as set forth above, the Reporting Person does not have and, to the best of the Reporting Persons knowledge, none of its directors or executive officers have, any current plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D with respect to FTD.
Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuers business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Person; developments with respect to the business of the Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer; provided that any course of action taken by the Reporting Person will be subject to the contractual restrictions described in Item 6 of this Statement.
The information contained in Item 6 of this Amendment is incorporated herein by reference.
Item 5.
Interest in Securities of the Issuer
The information contained in
Item 5 of the Schedule 13D is hereby amended and restated to read as follows:
(a) The Reporting Person beneficially owns 10,203,010 shares of Common Stock, which shares constitute approximately 37.0% of the outstanding shares of Common Stock of the Issuer. The foregoing calculation is based on 27,546,854 shares of Common Stock outstanding as of November 3, 2017, as reported by the Issuer in Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2017, filed with the SEC on February 26, 2018.
Richard N. Barton, a director of the Reporting Person, beneficially owns 40 shares of Common Stock of the Issuer, held by the Barton Descendants Trust 12/30/2004, over which Mr. Barton has investment power but not voting power.
(b) The Reporting Person has the sole power to vote or direct the voting of 10,203,010 shares of Common Stock beneficially owned by it and has the sole power to dispose or direct the disposition of such shares.
Richard N. Barton, a director of the Reporting Person, beneficially owns 40 shares of Common Stock of the Issuer, held by the Barton Descendants Trust 12/30/2004, over which Mr. Barton has investment power but not voting power.
(c) Other than as described in this Amendment, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the executive officers and directors of the Reporting Person, effected any transactions in respect of the Common Stock within the last sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information:
Assignment and Assumption Agreement
On March 8, 2018, Liberty Interactive notified FTD in writing (the
Notification
) that Liberty Interactive had determined not to contribute its shares of Common Stock to GCI Liberty, Inc. (formerly known as General Communication, Inc.), an Alaska corporation, as was originally contemplated upon execution of the Reorganization Agreement, and, as a result, Liberty Interactives shares of Common Stock will remain beneficially owned by Liberty Interactive following the completion of the transactions contemplated by the Reorganization Agreement (which occurred on March 9, 2018). Upon delivery of the Notification, the Assignment and Assumption Agreement terminated pursuant to its terms.
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SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY INTERACTIVE CORPORATION
The name and present principal occupation of each director and executive officer of Liberty Interactive Corporation (
Liberty Interactive
) are set forth below. The business address for each person listed below is c/o Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. To the knowledge of Liberty Interactive, all executive officers and directors listed are United States citizens, except for Fiona Dias, who is a citizen of both the United States and Kenya, and M. Ian G. Gilchrist, who is a citizen of both the United States and Canada.
Name
|
|
Principal Occupation and Principal Business (if applicable)
|
Michael A. George
|
|
President and Chief Executive Officer of Liberty Interactive; Director of Liberty Interactive; President and Chief Executive Officer, QVC, Inc.
|
Gregory B. Maffei
|
|
Chairman of the Board and Director of Liberty Interactive
|
Richard N. Barton
|
|
Director of Liberty Interactive
|
Fiona Dias
|
|
Director of Liberty Interactive
|
M. Ian G. Gilchrist
|
|
Director of Liberty Interactive
|
Evan D. Malone
|
|
Director of Liberty Interactive
|
John C. Malone
|
|
Director of Liberty Interactive
|
David E. Rapley
|
|
Director of Liberty Interactive
|
M. LaVoy Robison
|
|
Director of Liberty Interactive
|
Larry E. Romrell
|
|
Director of Liberty Interactive
|
Mark Vadon
|
|
Director of Liberty Interactive
|
Andrea L. Wong
|
|
Director of Liberty Interactive
|
Richard N. Baer
|
|
Chief Legal Officer of Liberty Interactive
|
Mark D. Carleton
|
|
Chief Financial Officer of Liberty Interactive
|
Albert E. Rosenthaler
|
|
Chief Corporate Development Officer of Liberty Interactive
|
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