ANGI Angi Inc

 

As filed with the Securities and Exchange Commission on March 20, 2025

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

ANGI INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware (State or Other Jurisdiction of Incorporation or Organization)

82-1204801 (I.R.S. Employer Identification Number)

 

3601 Walnut Street, Denver, Colorado 80205

Telephone: (303) 963-7200

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

 

Shannon Shaw

Chief Legal Officer
Angi Inc.
c/o IAC Inc.
555 West 18th Street
New York, New York 10011
Telephone: (212) 314-7300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copy to:

 

Andrew J. Nussbaum, Esq.

Jenna E. Levine, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

 

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-284531

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

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.

 

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨ Emerging growth company ¨

 

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 the Securities Act. ¨

 

This registration statement will become effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

Angi Inc. (the “Company”) is filing this registration statement with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This registration statement relates to the special dividend of securities of the Company by IAC Inc. to its stockholders, as contemplated by the registration statement on Form S-3 (Registration No. 333-284531), as amended, which was originally filed with the SEC on January 27, 2025 and declared effective on February 14, 2025 (the “Prior Registration Statement”).

 

The Company is filing this registration statement for the sole purpose of increasing the aggregate amount of securities registered under the Prior Registration Statement by 2,000,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Angi Class A common stock”). The additional shares of Angi Class A common stock that are being registered for distribution hereunder are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of securities registered under the Prior Registration Statement. Pursuant to Rule 462(b) of the Securities Act and General Instruction IV of Form S-3, the information set forth in the Prior Registration Statement, including all exhibits thereto and all information incorporated by reference therein, is incorporated by reference into this registration statement.

 

The required opinions and consents are listed on the exhibit index and filed with this registration statement.

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
5.1*		Opinion of Richards, Layton & Finger, P.A., as to the validity of the securities being registered.
8.1*		Opinion of Wachtell, Lipton, Rosen & Katz, as to certain material U.S. federal tax matters.
23.1*		Consent of Ernst & Young LLP, independent registered public accounting firm for the Company.
23.2*		Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1).
23.3*		Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.1).
24.1**		Powers of Attorney.
107*		Filing Fee Table.

 

*	Filed herewith.
**	Previously filed with the Company’s Registration Statement on Form S-3 (Registration No. 333-284531), as amended, which was initially filed with the SEC on January 27, 2025.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 20th day of March, 2025.

 

	Angi Inc.
	By:	/s/ Jeffrey W. Kip
		Name:	Jeffrey W. Kip
		Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
*		Chairman of the Board and Director		March 20, 2025
Joseph Levin
/s/ Jeffrey W. Kip		Chief Executive Officer and Director		March 20, 2025
Jeffrey W. Kip		(Principal Executive Officer)
/s/ Andrew Russakoff		Chief Financial Officer		March 20, 2025
Andrew Russakoff		(Principal Financial Officer)
*		Chief Accounting Officer		March 20, 2025
Julie Gosal Horau		(Principal Accounting Officer)
*		Director		March 20, 2025
Thomas R. Evans
*		Director		March 20, 2025
Alesia J. Haas
*		Director		March 20, 2025
Christopher Halpin
*		Director		March 20, 2025
Kendall F. Handler
*		Director		March 20, 2025
Angela R. Hicks Bowman
*		Director		March 20, 2025
Sandra Hurse
*		Director		March 20, 2025
Jeremy G. Philips
*		Director		March 20, 2025
Thomas C. Pickett Jr.
*		Director		March 20, 2025
Glenn H. Schiffman
*		Director		March 20, 2025
Mark Stein
*		Director		March 20, 2025
Suzy Welch

 

 

*By:		/s/ Andrew Russakoff
	Name:	Andrew Russakoff
	Title:	Attorney-in-Fact

 

 

 

Exhibit 5.1

 

 

March 20, 2025

 

Angi Inc.

3601 Walnut Street, Suite 700

Denver, Colorado 70205

 

Re:

Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We are acting as special Delaware counsel to Angi Inc., a Delaware corporation (the “Company”), in connection with its preparation and filing pursuant to Rule 462(b) of the Company’s Registration Statement on Form S-3 (as amended, the “Registration Statement”) relating to up to an additional 2,000,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common Stock”) to be distributed by IAC Inc., a Delaware corporation (“IAC”), to the stockholders of IAC pursuant to a special dividend of all of the shares of Class A Common Stock owned by IAC (such additional shares of Class A Common Stock to be so distributed, the “Shares” and such distribution the “Distribution”). The Registration Statement incorporates by reference the Company’s Registration Statement on Form S-3 (Registration No. 333-284531), as amended, which was originally filed with the U.S. Securities and Exchange Commission on January 27, 2025 and declared effective on February 14, 2025 (the “Prior Registration Statement”), including the prospectus that is part of the Prior Registration Statement (the “Prospectus”). In connection with the Registration Statement, you have requested our opinion as to certain matters under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

 

In rendering this opinion, we have examined the Company’s amended and restated certificate of incorporation and amended and restated bylaws as currently in effect, the Registration Statement and the Prior Registration Statement. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with this opinion. As to questions of fact material to this opinion, we have relied, with your consent, upon oral and written representations of the Company and certificates or comparable documents of public officials and of officers and representatives of the Company. In making such examination and rendering this opinion, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authenticity of the originals of such documents submitted to us as certified copies, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such documents, that all documents submitted to us as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents.

 

 

 

Angi Inc.

March 20, 2025

Page 2

 

With your consent, we have assumed that the contemplated one for ten reverse stock split of the capital stock of the Company (as described in the Prior Registration Statement) will be effective prior to the effective time of the Distribution. In addition, with your consent, we have assumed that prior to the effective time of the Distribution, (i) all shares of Class A Common Stock and all shares of Class B common stock, par value $0.001 per share, of the Company (the “Class B Common Stock”) owned by IAC Group, LLC, a wholly owned subsidiary of IAC, will be transferred to IAC and the stock ledger of the Company will reflect such transfers, and (ii) that all outstanding shares of Class B Common Stock owned by IAC will be converted to shares of Class A Common Stock in accordance with the Company’s amended and restated certificate of incorporation and the issuance of such shares of Class A Common Stock will be recorded in the stock ledger of the Company. We have also assumed that all shares of Class A Common Stock being registered under the Registration Statement that were not originally issued to IAC or IAC Group, LLC pursuant to, and in accordance with, either (i) the Agreement and Plan of Merger, dated as of May 1, 2017, by and among Angie’s List, Inc., IAC, the Company and Casa Merger Sub, Inc., as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angie’s List, Inc., IAC, the Company and Casa Merger Sub, Inc. (as amended, the “Merger Agreement”) or (ii) the Employee Matters Agreement, dated September 28, 2017, by and between IAC and the Company, were originally issued to other persons under the Merger Agreement or to employees of the Company pursuant to the registration statements on Form S-8 of the Company dated October 3, 2017 and August 7, 2024, and thereafter lawfully acquired by IAC or IAC Group, LLC, as applicable.

 

Based upon and subject to the foregoing and upon our review of such matters of law as we have deemed necessary and appropriate to render our opinion as expressed herein, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, it is our opinion that when the Shares are distributed by IAC to its stockholders in the Distribution as described in the Prior Registration Statement, the Shares will be validly issued, fully paid and non-assessable under the General Corporation Law.

 

This opinion is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) an implied covenant of good faith and fair dealing.

 

We are admitted to practice law in the State of Delaware and do not hold ourselves out as being experts on the law of any other jurisdiction. The foregoing opinion is limited to the General Corporation Law currently in effect, and we have not considered and express no opinion on the effect of any other laws of the State of Delaware or the laws of any other state or jurisdiction, including state or federal laws relating to securities or other federal laws, or the rules and regulations of stock exchanges or of any other regulatory body.

 

We hereby consent to be named in the Registration Statement, the Prior Registration Statement and in the Prospectus as the attorneys who passed upon the legality of the Securities and to the filing of a copy of this opinion and consent as Exhibit 5.1 and Exhibit 23.2, respectively, to the Registration Statement.

 

 

Angi Inc.

March 20, 2025

Page 3

 

In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date of effectiveness of the Prior Registration Statement that might affect the opinions expressed herein.

 

	Very truly yours,
	/s/ Richards, Layton & Finger, PA

 

CSB/BVF/DEM

 

 

 

Exhibit 8.1

 

[Letterhead of Wachtell, Lipton, Rosen & Katz]

 

March 20, 2025

 

IAC Inc.

555 West 18th Street

New York, NY 10011

 

Ladies and Gentlemen:

 

We have acted as counsel to IAC Inc. (“IAC”), a Delaware corporation, in connection with the proposed Distribution (as defined in the Registration Statement) by IAC to holders of IAC common stock and IAC Class B common stock of Class A common stock of Angi Inc. (“SpinCo”), a Delaware corporation and an indirect subsidiary of IAC, as contemplated by the Registration Statement on Form S-3 (together with all exhibits thereto, and as amended or supplemented through the date hereof, the “Original Registration Statement”) of SpinCo, including the prospectus forming a part thereof, relating to the Distribution and the other transactions contemplated by the Original Registration Statement (the “Transactions”), and initially filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2025 and declared effective by the SEC on February 14, 2025. You have requested our opinion as to certain U.S. federal income tax matters in connection with the filing of the Registration Statement on Form S-3 of Spinco with the SEC pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Additional Registration Statement” and together with the Original Registration Statement, the “Registration Statement”), which is registering the offering by SpinCo of up to 2,000,000 additional shares of Class A common stock of Spinco in the Distribution, and incorporates by reference the Original Registration Statement.

 

In providing our opinion, we have examined the agreements governing the Distribution (the “Transaction Agreements”), the Registration Statement (together with the Transaction Agreements, the “Transaction Documents”), and such other documents, records and papers as we have deemed necessary or appropriate in order to give the opinion set forth herein. In addition, we have assumed that: (i) the Transactions will be consummated in accordance with the provisions of, and as described in, the Transaction Documents (and no covenants or conditions described therein and affecting this opinion will be waived or modified), (ii) the Registration Statement and the statements concerning the Transactions and the parties thereto set forth in the Transaction Agreements, in each case, are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Distribution, (iii) all such statements qualified by knowledge, belief or materiality or comparable qualification are and will be true, complete and correct as if made without such qualification, (iv) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all relevant documents have been or will be duly executed in the form presented to us and all natural persons who have executed such documents are of legal capacity and (v) all applicable reporting requirements have been or will be satisfied. If any of the above described assumptions is untrue for any reason, or if the Transactions are consummated in a manner that is different from the manner described in the Transaction Documents, our opinion as expressed below may be adversely affected.

 

  

Based upon and subject to the foregoing and the exceptions, limitations and qualifications described in the Registration Statement, it is our opinion that insofar as it summarizes U.S. federal income tax law, the discussion set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences” is accurate in all material respects.

 

We express no opinion on any issue or matter relating to the tax consequences of the transactions contemplated by the Transaction Documents other than the opinion set forth above. Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the Transactions, or any inaccuracy in the statements, facts, or assumptions upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform IAC or SpinCo of any such change or inaccuracy that may occur or come to our attention.

 

We are furnishing this opinion solely in connection with the filing of the Additional Registration Statement. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Additional Registration Statement, and to the references to us in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

 

	Very truly yours,
	/s/ Wachtell, Lipton, Rosen & Katz

 

 

 

Exhibit 23.1 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption "Experts" and to the incorporation by reference of our reports dated February 28, 2025, with respect to the consolidated financial statements and the related notes and the financial statement schedule of Angi Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Angi Inc. and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

New York, New York

March 20, 2025

 

v3.25.1

Submission	Mar. 20, 2025
Submission [Line Items]
Central Index Key	0001705110
Registrant Name	Angi Inc.
Registration File Number	333-284531
Form Type	S-3
Submission Type	S-3MEF
Fee Exhibit Type	EX-FILING FEES

v3.25.1

Offerings - Offering: 1	Mar. 20, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Class A common stock, par value $0.001, per share
Amount Registered | shares	2,000,000
Maximum Aggregate Offering Price	$ 3,200,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 489.92
Offering Note	(1) Angi Inc. (the "Registrant") previously registered the offering of up to 419,598,827 shares of Class A common stock, par value $0.001 per share, of the Registrant (the "Class A common stock"), under the registration statement on Form S-3 (Registration No. 333-284531), which was originally filed with the U.S. Securities and Exchange Commission on January 27, 2025 and declared effective on February 14, 2025 (the "Prior Registration Statement"). The number of shares of Class A common stock registered under the Prior Registration Statement represented an estimate of the maximum number of shares of Class A common stock that would be distributed to the holders of shares of common stock and Class B common stock of IAC Inc. upon the consummation of a spin-off transaction to such holders. As of the date hereof, all of the shares of Class A common stock registered under the Prior Registration Statement remain undistributed thereunder. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), an additional 2,000,0000 shares of Class A common stock are hereby registered, which additional shares are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of the securities registered under the Prior Registration Statement. There are also registered hereunder such indeterminate number of additional shares of Class A common stock that may become issuable due to anti-dilution adjustments for changes resulting from stock splits, stock dividends, recapitalizations or similar transactions and certain other events as provided for in the terms of the Class A common stock. (2) Maximum aggregate offering price estimated in accordance with Rule 457(a) and Rule 457(c) promulgated under the Securities Act, and solely for the purposes of calculating the registration fee, calculated as the product of (i) 2,000,000 (the estimated maximum number of shares of Class A common stock being registered on this registration statement), multiplied by (ii) the average of the high and low prices of the Class A common stock as reported on The Nasdaq Global Select Market on March 17, 2025.

v3.25.1

Fees Summary	Mar. 20, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 3,200,000.00
Previously Paid Amount	0.00
Total Fee Amount	489.92
Total Offset Amount	0.00
Net Fee	$ 489.92

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