Angi Inc. — Regulatory Filings 2017

Aug 21, 2017

S-4/A 1 a2233069zs-4a.htm S-4/A QuickLinks -- Click here to rapidly navigate through this document

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As filed with the U.S. Securities and Exchange Commission on August 21, 2017

Registration No. 333-219064

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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AMENDMENT NO. 2 TO

FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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ANGI HOMESERVICES INC. (Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization) 7389 (Primary Standard Industrial Classification Code Number) 82-1204801 (I.R.S. Employer Identification Number)

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14023 Denver West Parkway Building 64 Golden, CO 80401 Telephone: (303) 963-7200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Gregg J. Winiarski Executive Vice President and General Counsel IAC/InterActiveCorp 555 West 18th Street New York, NY 10011 Telephone: (212) 314-7300 (Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to: — Andrew J. Nussbaum Alison Z. Preiss Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000	Shannon Shaw General Counsel Angie's List, Inc. 1030 East Washington Street Indianapolis, IN 46202 Telephone: (888) 888-5478 Facsimile: (317) 808-9183	Martin A. Wellington Jennifer F. Fitchen Sidley Austin LLP 1001 Page Mill Road, Building 1 Palo Alto, CA 94304 Telephone: (650) 565-7000 Facsimile: (650) 565-7100

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

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Large accelerated filer o Accelerated filer o Non-accelerated filer ý (Do not check if a smaller reporting company) Smaller reporting company o Emerging growth company o

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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 7(a)(2)(B) of Securities Act. o

If applicable, place an ý in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This Amendment No. 2 is being filed solely to file Exhibit 99.1 to this registration statement on Form S-4 (File No. 333-219064), and to accordingly update the Exhibit Index. No changes or additions are being made hereby to the proxy statement/prospectus constituting Part I of the registration statement. Accordingly, the proxy statement/prospectus has not been included herein.

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PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS; UNDERTAKINGS

Item 20. Indemnification of Directors and Officers

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends or unlawful stock purchases or redemptions), or (4) for any transaction from which the director derived an improper personal benefit. The amended and restated certificate of incorporation of ANGI Homeservices will provide for such limitation of liability.

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of such person's service as a director, officer, employee or agent of the corporation, or such person's service, at the corporation's request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Notwithstanding the preceding sentence, except as otherwise provided in the amended and restated bylaws of ANGI Homeservices, ANGI Homeservices will be required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by the ANGI Homeservices board of directors.

In addition, the amended and restated certificate of incorporation of ANGI Homeservices will provide that ANGI Homeservices must indemnify its directors and officers to the fullest extent authorized by law. Under the amended and restated bylaws of ANGI Homeservices, ANGI Homeservices is also expressly required to advance certain expenses to its directors and officers and is permitted to, and currently intends to, carry directors' and officers' insurance providing indemnification for its directors and officers for some liabilities. ANGI Homeservices believes that these

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indemnification provisions and the directors' and officers' insurance are useful to attract and retain qualified directors and executive officers.

Item 21. Exhibits

The following Exhibits are filed as part of, or are incorporated by reference in, this registration statement:

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| 2.1 | Agreement and Plan of Merger by and among Angie's List, Inc., IAC/InterActiveCorp, Halo TopCo, Inc. and Casa Merger Sub, Inc., dated as of May 1, 2017. (included as Annex B to the proxy
statement/prospectus forming a part of this registration statement on Form S-4 and incorporated herein by reference) |
| --- | --- |
| 2.2 | Form of Investor Rights Agreement by and between IAC/InterActiveCorp and ANGI Homeservices Inc.++ |
| 2.3 | Form of Contribution Agreement by and between IAC/InterActiveCorp and ANGI Homeservices Inc.++ |
| 2.4 | Form of Employee Matters Agreement by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.++ |
| 2.5 | Form of Tax Sharing Agreement by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.++ |
| 2.6 | Form of Services Agreement by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.++ |
| 2.7 | Form of Intercompany Note by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.*++ |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc. (included as Annex C to the proxy statement/prospectus forming a part of this registration statement on Form S-4 and
incorporated herein by reference) |
| 3.2 | Form of Amended and Restated Bylaws of ANGI Homeservices Inc. (included as Annex D to the proxy statement/prospectus forming a part of this registration statement on Form S-4 and incorporated herein by
reference) |
| 4.1 | Specimen of Class A Common Stock certificate of ANGI Homeservices Inc.+ |
| 5.1 | Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the securities being registered+ |
| 8.1 | Opinion of Sidley Austin LLP regarding certain tax matters+ |
| 10.1 | Form of ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan++(1) |
| 10.2 | Form of Terms and Conditions for Stock Appreciation Rights granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan+(1) |
| 10.3 | Employment Agreement between Glenn H. Schiffman and IAC/InterActiveCorp, dated as of April 7, 2016. (Incorporated by reference to Exhibit 10.2 of IAC/InterActiveCorp's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2016 (File No. 000-20570) filed on August 9, 2016)(1) |
| 10.4 | Employment Agreement between Angela R. Hicks Bowman and ANGI Homeservices Inc., dated as of June 29, 2017(1)++ |

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21.1	Subsidiaries of ANGI Homeservices Inc.++
23.1	Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibits 5.1)+
23.2	Consent of Sidley Austin LLP (included in Exhibit 8.1)+
23.3	Consent of Ernst & Young LLP, independent registered public accounting firm (Angie's List)++
23.4	Consent of Ernst & Young LLP, independent registered public accounting firm (HomeAdvisor)++
24.1	Power of Attorney++
99.1	Form of Proxy Card of Angie's List, Inc.**
99.3	Consent of Allen & Company LLC++
99.4	Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated++
99.5	Consent of Thomas R. Evans++
99.6	Consent of Angela R. Hicks Bowman++
99.7	Consent of Joseph Levin++
99.8	Form of Amended and Restated Certificate of Incorporation of the Surviving Corporation++
99.9	Form of Amended and Restated Bylaws of the Surviving Corporation++
99.10	Consent of Alesia J. Haas++
99.11	Consent of Mark Stein++

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• Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ANGI Homeservices agrees to furnish supplementally a copy of any omitted attachment to the U.S. Securities and Exchange Commission on a confidential basis upon request. + To be filed by amendment. ++ Previously filed. ** Filed herewith. (1) Reflects management contract and compensatory plan.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions described herein, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized, in the City of Golden, State of Colorado, on August 21, 2017.

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/s/ CHRISTOPHER TERRILL
Name:	Christopher Terrill
Title:	Chief Executive Officer

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Signature — /s/ CHRISTOPHER TERRILL Christopher Terrill		Chief Executive Officer ( Principal Executive Officer )	Date — August 21, 2017
* Glenn Schiffman		Chief Financial Officer and Director ( Principal Financial Officer )	August 21, 2017
* Michael H. Schwerdtman		Vice President and Controller ( Principal Accounting Officer )	August 21, 2017
/s/ GREGG WINIARSKI Gregg Winiarski		Director	August 21, 2017
*By:	/s/ GREGG WINIARSKI
	Name:	Gregg Winiarski
	Title:	Attorney-in-Fact

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EXHIBIT INDEX

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Exhibit Number	Description
2.1	Agreement and Plan of Merger by and among Angie's List, Inc., IAC/InterActiveCorp, Halo TopCo, Inc. and Casa Merger Sub, Inc., dated as of May 1, 2017.* (included as Annex B to the proxy
statement/prospectus forming a part of this registration statement on Form S-4 and incorporated herein by reference)
2.2	Form of Investor Rights Agreement by and between IAC/InterActiveCorp and ANGI Homeservices Inc.++
2.3	Form of Contribution Agreement by and between IAC/InterActiveCorp and ANGI Homeservices Inc.*++
2.4	Form of Employee Matters Agreement by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.*++
2.5	Form of Tax Sharing Agreement by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.++
2.6	Form of Services Agreement by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.*++
2.7	Form of Intercompany Note by and between IAC/InterActiveCorp and ANGI Homeservices, Inc.*++
3.1	Form of Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc. (included as Annex C to the proxy statement/prospectus forming a part of this registration statement on Form S-4 and
incorporated herein by reference)
3.2	Form of Amended and Restated Bylaws of ANGI Homeservices Inc. (included as Annex D to the proxy statement/prospectus forming a part of this registration statement on Form S-4 and incorporated herein by
reference)
4.1	Specimen of Class A Common Stock certificate of ANGI Homeservices Inc.+
5.1	Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the securities being registered+
8.1	Opinion of Sidley Austin LLP regarding certain tax matters+
10.1	Form of ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan++(1)
10.2	Form of Terms and Conditions for Stock Appreciation Rights granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan+(1)
10.3	Employment Agreement between Glenn H. Schiffman and IAC/InterActiveCorp, dated as of April 7, 2016. (Incorporated by reference to Exhibit 10.2 of IAC/InterActiveCorp's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2016 (File No. 000-20570) filed on August 9, 2016)(1)
10.4	Employment Agreement between Angela R. Hicks Bowman and ANGI Homeservices Inc., dated as of June 29, 2017(1)++
21.1	Subsidiaries of ANGI Homeservices Inc.++
23.1	Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibits 5.1)+
23.2	Consent of Sidley Austin LLP (included in Exhibit 8.1)+

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Exhibit Number	Description
23.3	Consent of Ernst & Young LLP, independent registered public accounting firm (Angie's List)++
23.4	Consent of Ernst & Young LLP, independent registered public accounting firm (HomeAdvisor)++
24.1	Power of Attorney++
99.1	Form of Proxy Card of Angie's List, Inc.**
99.3	Consent of Allen & Company LLC++
99.4	Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated++
99.5	Consent of Thomas R. Evans++
99.6	Consent of Angela R. Hicks Bowman++
99.7	Consent of Joseph Levin++
99.8	Form of Amended and Restated Certificate of Incorporation of the Surviving Corporation++
99.9	Form of Amended and Restated Bylaws of the Surviving Corporation++
99.10	Consent of Alesia J. Haas++
99.11	Consent of Mark Stein++

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• Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ANGI Homeservices agrees to furnish supplementally a copy of any omitted attachment to the U.S. Securities and Exchange Commission on a confidential basis upon request. + To be filed by amendment. ++ Previously filed. ** Filed herewith. (1) Reflects management contract and compensatory plan.

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QuickLinks

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