UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 12, 2018
frontdoor, inc.
(Exact name of each registrant as specified in its charter)
Delaware | | 001-38617 | | 82-3871179 |
(State or other jurisdiction
of incorporation) | | (Commission
File Numbers) | | (IRS Employer
Identification Nos.) |
150 Peabody Place, Memphis, Tennessee | | 38103 |
(Address of principal executive offices) | | (Zip Code) |
(901) 701-5002
(Each registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01. Regulation FD Disclosure.
On August 27, 2018, ServiceMaster Global Holdings, Inc. (“ServiceMaster”) announced that, in connection with its planned separation of its American Home Shield business through the distribution of at least 80.1 percent of the outstanding shares of common stock of its wholly owned subsidiary, frontdoor, inc. (“Frontdoor” or the “Company”), to holders of record of ServiceMaster common stock as of September 14, 2018, Frontdoor would be hosting an investor day. The separation of Frontdoor is scheduled to become effective before the markets open on October 1, 2018.
Frontdoor will hold its investor day today, September 12, 2018. A copy of the materials to be presented at the investor day is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (including the exhibits hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the U.S. Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
This report contains forward-looking statements and cautionary statements, including statements with respect to the potential separation of the Company from ServiceMaster and the distribution of the Company’s shares to ServiceMaster shareholders. Forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control, including, without limitation, the risks and uncertainties discussed in the “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements” and “Information Regarding Forward-Looking Statements” sections in the Company’s and ServiceMaster’s reports filed with the U.S. Securities and Exchange Commission. Such risks, uncertainties and changes in circumstances include, but are not limited to: uncertainties as to the timing of the spin-off or whether it will be completed at all, the results and impact of the announcement of the spin-off, the failure to satisfy any conditions to complete the spin-off, the expected tax treatment of the spin-off, the increased demands on management to prepare for and accomplish the spin-off, the incurrence of significant transaction costs, the impact of the spin-off on the businesses of ServiceMaster and the Company, and the failure to achieve anticipated benefits of the spin-off. The Company cautions investors that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, the Company’s actual results of operations, financial condition and liquidity, and the development of the market segments in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this report. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation, lawsuits, enforcement actions and other claims by third parties or governmental authorities; the effects of the Company’s substantial indebtedness; changes in interest rates, because a significant portion of the Company’s indebtedness bears interest at variable rates; weakening general economic conditions; weather conditions and seasonality; the success of the Company’s business strategies, and costs associated with restructuring initiatives. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof. For a discussion of some of the important factors that could cause the Company’s results to differ materially from those expressed in, or implied by, the forward-looking statements included in this report, investors should refer to the disclosure contained under the heading “Risk Factors” in the Company’s registration statement on Form 10.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 12, 2018 | FRONTDOOR, INC. |
| |
| By: | /s/ Brian K. Turcotte |
| | Name: | Brian K. Turcotte |
| | Title: | Senior Vice President and Chief Financial Officer |
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