Introductory Note
As previously disclosed, LiveRamp Holdings, Inc. (the
Company
, formerly known as Acxiom Holdings, Inc.) entered into that
certain Membership Interest Purchase Agreement, dated as of July 2, 2018 (the
Purchase Agreement
), by and among the Company, LiveRamp, Inc., Acxiom LLC (
Acxiom
, formerly organized as Acxiom Corporation)
and The Interpublic Group of Companies, Inc. (
IPG
), pursuant to which the Company sold its Acxiom Marketing Solutions business (the
AMS Sale
) to IPG. On October 1, 2018, the Company consummated the AMS Sale
by transferring all of the membership interests it owned in Acxiom to IPG. In connection with and immediately following the AMS Sale, the Company changed its name from Acxiom Holdings, Inc. to LiveRamp Holdings, Inc. (the
Name
Change
). Following the AMS Sale, the Company will continue to operate the Companys LiveRamp business, an identity technology provider.
1.02
|
Termination of a Material Definitive Agreement
|
On October 1, 2018, the Company and its subsidiary, Acxiom LLC (the
Borrower
), terminated that certain Sixth Amended
and Restated Credit Agreement, dated as of June 20, 2017 and amended September 20, 2018, by and among the Company, the Borrower, JPMorgan Chase Bank, N.A., as the agent, and the other lenders and agents party thereto, and repaid all
outstanding indebtedness thereunder, using approximately $234.4 million of the proceeds from the AMS Sale.
2.01
|
Completion of Acquisition or Disposition of Assets.
|
The disclosure set forth under the heading Introductory Note is incorporated herein by reference. At the closing of the
transaction, and after repaying all outstanding indebtedness, taxes and fees, the Company received approximately $1.5
billion from the disposition of the Acxiom Marketing Solutions business. The description of the Purchase Agreement, set
forth above, does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Companys Current Report on
Form 8-K
filed
on July 3, 2018, which is incorporated herein by reference.
3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
Beginning on October 2, 2018, the Companys common stock, par value $0.10 per share (the
Common
Stock
), will trade on the New York Stock Exchange under the ticker symbol RAMP. As previously disclosed, the Company filed Form 25 to voluntarily delist its Common Stock from the NASDAQ Global Select Market, effective upon
closing of trading on October 1, 2018.
5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements
|
The disclosure set forth under the heading Introductory Note is
incorporated herein by reference. In connection with the AMS Sale, the Companys
Co-Presidents
of Acxiom Marketing Solutions, Richard E. Erwin and Dennis D. Self, remained with Acxiom. Accordingly, upon
the closing, they resigned their positions with the Company on October 1, 2018.
5.03
|
Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year
|
The disclosure set forth under the heading Introductory Note is incorporated herein by reference. In connection with the Name
Change, certain conforming edits were made to the Companys Certificate of Incorporation and Bylaws to change the Companys name to LiveRamp Holdings, Inc. The foregoing description of the changes to the Companys Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Companys Certificate of Incorporation and Bylaws, which are filed as Exhibits 3.1 and 3.2
respectively of this Current Report on Form
8-K
and incorporated herein by reference
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(b)
|
Pro forma financial information.
|
Consistent with General Instruction B.1. of Current Report on Form
8-K,
the pro forma financial
information required by Item 9.01(b) will be filed as an amendment to this Current Report on Form
8-K
no later than four business days following October 1, 2018, which was the occurrence of the event
reported in Item 2.01 of this Current Report on
Form 8-K.