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| CIK | 1468516 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| October 23, 2015 |
Exhibit (a)(5)(H) AOL COMPLETES ACQUISITION OF MILLENNIAL MEDIA Acquisition Solidifies ONE by AOL as the Premier Open and Mobile-First Programmatic Platform in Market and Enhances AOL?s Suite of Publisher Offerings with Leading Monetization Platform for App Developers NEW YORK, October 23, 2015 ? AOL today announced the successful completion of its tender offer to purchase all outstanding shares of Millennial Media (formerly NYSE: MM), a leading end-to-end mobile platform, for $1. |
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| October 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) MILLENNIAL MEDIA, INC. (Name of Subject Company) MARS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF AOL INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, $0.001 Par |
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| October 19, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MILLENNIAL MEDIA, INC. (Name of Subject Company) MARS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF AOL INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, $0.001 Par |
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| October 16, 2015 |
AOL AND MILLENNIAL MEDIA ANNOUNCE EXTENSION OF TENDER OFFER FOR SHARES OF MILLENNIAL MEDIA Exhibit (a)(5)(G) For Immediate Release AOL AND MILLENNIAL MEDIA ANNOUNCE EXTENSION OF TENDER OFFER FOR SHARES OF MILLENNIAL MEDIA NEW YORK, NY and BALTIMORE, MD, October 16, 2015 ? AOL Inc. |
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| October 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MILLENNIAL MEDIA, INC. (Name of Subject Company) MARS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF AOL INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, $0.001 Par |
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| September 30, 2015 |
SC TO-T/A 1 d73402dsctota.htm AMENDMENT NO. 1 TO SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MILLENNIAL MEDIA, INC. (Name of Subject Company) MARS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF AOL INC. (Parent of Of |
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| September 30, 2015 |
Exhibit (a)(5)(F) EFiled: Sept 16 2015 05:40PM EDT Transaction ID 57880393 Case No. |
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| September 18, 2015 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of MILLENNIAL MEDIA, INC. |
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| September 18, 2015 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of MILLENNIAL MEDIA, INC. |
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| September 18, 2015 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MILLENNIAL MEDIA, INC. |
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| September 18, 2015 |
Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of MILLENNIAL MEDIA, INC. |
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| September 18, 2015 |
Exhibit (d)(5) PRIVATE AND CONFIDENTIAL June 15, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Exclusivity Agreement Ladies and Gentlemen: AOL Inc. (together with its successors and assigns, ?AOL?) has commenced discussions with Millennial Media, Inc. (?Millennial Media?) regarding a possible acquisition of a maj |
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| September 18, 2015 |
[Signature Page to Extension of Confidential Non-Disclosure Agreement] Exhibit (d)(4) PRIVATE AND CONFIDENTIAL August 26, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Extension of Confidential Non-Disclosure Ladies and Gentlemen: Reference is made to that certain (i) Confidential Non-Disclosure Agreement (the ?Agreement?), effective as of January 16, 2015, by and between AOL Inc. ( |
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| September 18, 2015 |
Exhibit (d)(7) Revised August 6, 2015 July 13, 2015 Ernie Cormier 504 Brush Hill Road Milton, MA 02186 Dear Ernie: Today is a good day! In connection with AOL Inc. |
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| September 18, 2015 |
EX-99.D.8 19 d73402dex99d8.htm EXHIBIT (D)(8) Exhibit (d)(8) Revised August 11, 2015 July 9, 2015 Matthew Gillis 5111 Holly Creek Lane Clarksville, MD 21029 Dear Matthew: Today is a good day! In connection with AOL Inc.’s acquisition of Millennial Media, Inc. (“Millennial”), AOL Inc. (together with its subsidiaries, “AOL” or the “Company”) is pleased to offer you the role of Head of Mobile Platfor |
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| September 18, 2015 |
Exhibit (a)(5)(B) EFiled: Sep 10 2015 12:51PM EDT Transaction ID 57846045 Case No. |
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| September 18, 2015 |
[Signature Page to Extension of Confidential Non-Disclosure Agreement] Exhibit (d)(4) PRIVATE AND CONFIDENTIAL August 26, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Extension of Confidential Non-Disclosure Ladies and Gentlemen: Reference is made to that certain (i) Confidential Non-Disclosure Agreement (the ?Agreement?), effective as of January 16, 2015, by and between AOL Inc. ( |
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| September 18, 2015 |
Exhibit (a)(5)(E) EFiled: Sept 16 2015 05:40PM EDT Transaction ID 57880393 Case No. |
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| September 18, 2015 |
Exhibit (d)(5) PRIVATE AND CONFIDENTIAL June 15, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Exclusivity Agreement Ladies and Gentlemen: AOL Inc. (together with its successors and assigns, ?AOL?) has commenced discussions with Millennial Media, Inc. (?Millennial Media?) regarding a possible acquisition of a maj |
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| September 18, 2015 |
Exhibit (a)(5)(D) EFiled: Sep 15 2015 02:31PM EDT Transaction ID 57860645 Case No. |
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| September 18, 2015 |
Exhibit (d)(6) PRIVATE AND CONFIDENTIAL July 21, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Exclusivity Agreement Amendment No.1 Ladies and Gentlemen: Reference is made to that certain Exclusivity Agreement (the ?Agreement?), dated as of June 9, 2015, by and between AOL Inc. (together with its successors and a |
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| September 18, 2015 |
EX-99.A.5.A 8 d73402dex99a5a.htm EXHIBIT (A)(5)(A) Exhibit (a)(5)(A) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE PAUL PARSHALL, On Behalf of Himself and All Others Similarly Situated, ) ) ) ) ) Plaintiff, ) ) Civil Action No. v. ) MILLENNIAL MEDIA, INC., MICHAEL BARRETT, BOB GOODMAN, THOMAS EVANS, PATRICK KERINS, ROSS LEVINSOHN, WENDA HARRIS MILLARD, JIM THOLEN, AOL, INC., and MARS ACQUISITI |
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| September 18, 2015 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MILLENNIAL MEDIA, INC. |
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| September 18, 2015 |
AOL INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENT Exhibit (d)(2) AOL INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENT Effective Date: January 16, 2015 In order to induce the parties hereto to disclose certain Confidential Information (as described below) and to protect such Confidential Information, AOL Inc., with offices at 22000 AOL Way, Dulles, Virginia 20166 (?AOL?) and Millennial Media Inc. with offices at COMPANY ADDRESS (the ?Company?) hereby ag |
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| September 18, 2015 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MILLENNIAL MEDIA, INC. |
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| September 18, 2015 |
Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| September 18, 2015 |
SC TO-T 1 d73402dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MILLENNIAL MEDIA, INC. (Name of Subject Company) MARS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF AOL INC. (Parent of Offeror) (Names of Filing Persons) Common |
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| September 18, 2015 |
EX-99.A.5.C 10 d73402dex99a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) EFiled: Sep 10 2015 05:44PM EDT Transaction ID 57846723 Case No. 11496- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE KIEN CHEN, on Behalf of Himself and All Others Similarly Situated, C.A. No. - Plaintiff, v. MICHAEL G. BARRETT, PATRICK J. KERINS, ROBERT P. GOODMAN, THOMAS R. EVANS, ROSS B. LEVINSOHN, WENDA HARRIS MILLARD, |
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| September 18, 2015 |
EX-99.D.8 19 d73402dex99d8.htm EXHIBIT (D)(8) Exhibit (d)(8) Revised August 11, 2015 July 9, 2015 Matthew Gillis 5111 Holly Creek Lane Clarksville, MD 21029 Dear Matthew: Today is a good day! In connection with AOL Inc.’s acquisition of Millennial Media, Inc. (“Millennial”), AOL Inc. (together with its subsidiaries, “AOL” or the “Company”) is pleased to offer you the role of Head of Mobile Platfor |
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| September 18, 2015 |
Exhibit (a)(5)(E) EFiled: Sept 16 2015 05:40PM EDT Transaction ID 57880393 Case No. |
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| September 18, 2015 |
Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of MILLENNIAL MEDIA, INC. |
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| September 18, 2015 |
EX-99.A.5.C 10 d73402dex99a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) EFiled: Sep 10 2015 05:44PM EDT Transaction ID 57846723 Case No. 11496- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE KIEN CHEN, on Behalf of Himself and All Others Similarly Situated, C.A. No. - Plaintiff, v. MICHAEL G. BARRETT, PATRICK J. KERINS, ROBERT P. GOODMAN, THOMAS R. EVANS, ROSS B. LEVINSOHN, WENDA HARRIS MILLARD, |
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| September 18, 2015 |
EX-99.A.1.B 3 d73402dex99a1b.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of MILLENNIAL MEDIA, INC. at $1.75 Net Per Share Pursuant to the Offer to Purchase dated September 18, 2015 by MARS ACQUISITION SUB, INC. a wholly owned direct subsidiary of AOL INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON |
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| September 18, 2015 |
EX-99.A.1.D 5 d73402dex99a1d.htm FORM OF LETTER FROM THE INFORMATION AGENT TO BROKERS Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MILLENNIAL MEDIA, INC. at $1.75 Net Per Share Pursuant to the Offer to Purchase dated September 18, 2015 by MARS ACQUISITION SUB, INC. a wholly owned direct subsidiary of AOL INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT |
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| September 18, 2015 |
Exhibit (d)(6) PRIVATE AND CONFIDENTIAL July 21, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Exclusivity Agreement Amendment No.1 Ladies and Gentlemen: Reference is made to that certain Exclusivity Agreement (the ?Agreement?), dated as of June 9, 2015, by and between AOL Inc. (together with its successors and a |
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| September 18, 2015 |
Exhibit (a)(5)(D) EFiled: Sep 15 2015 02:31PM EDT Transaction ID 57860645 Case No. |
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| September 18, 2015 |
EX-99.A.1.D 5 d73402dex99a1d.htm FORM OF LETTER FROM THE INFORMATION AGENT TO BROKERS Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MILLENNIAL MEDIA, INC. at $1.75 Net Per Share Pursuant to the Offer to Purchase dated September 18, 2015 by MARS ACQUISITION SUB, INC. a wholly owned direct subsidiary of AOL INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT |
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| September 18, 2015 |
JOINDER AGREEMENT TO CONFIDENTIAL NON-DISCLOSURE AGREEMENT EX-99.D.3 14 d73402dex99d3.htm EXHIBIT (D)(3) Exhibit (d)(3) JOINDER AGREEMENT TO CONFIDENTIAL NON-DISCLOSURE AGREEMENT This Joinder Agreement (this “Joinder”) to the Confidential Non-Disclosure Agreement (the “Original Agreement”), effective as of January 16, 2015, by and between AOL Inc., a Delaware corporation (“AOL”), and Millennial Media Inc., a Delaware corporation (the “Company”), is entere |
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| September 18, 2015 |
AOL INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENT Exhibit (d)(2) AOL INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENT Effective Date: January 16, 2015 In order to induce the parties hereto to disclose certain Confidential Information (as described below) and to protect such Confidential Information, AOL Inc., with offices at 22000 AOL Way, Dulles, Virginia 20166 (?AOL?) and Millennial Media Inc. with offices at COMPANY ADDRESS (the ?Company?) hereby ag |
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| September 18, 2015 |
[Signature Page to Extension of Confidential Non-Disclosure Agreement] Exhibit (d)(4) PRIVATE AND CONFIDENTIAL August 26, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Extension of Confidential Non-Disclosure Ladies and Gentlemen: Reference is made to that certain (i) Confidential Non-Disclosure Agreement (the ?Agreement?), effective as of January 16, 2015, by and between AOL Inc. ( |
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| September 18, 2015 |
Exhibit (a)(5)(D) EFiled: Sep 15 2015 02:31PM EDT Transaction ID 57860645 Case No. |
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| September 18, 2015 |
Exhibit (d)(6) PRIVATE AND CONFIDENTIAL July 21, 2015 Millennial Media, Inc. 2400 Boston Street, Suite 300 Baltimore, Maryland 21224 Attn: Michael G. Barrett, President and CEO Re: Exclusivity Agreement Amendment No.1 Ladies and Gentlemen: Reference is made to that certain Exclusivity Agreement (the ?Agreement?), dated as of June 9, 2015, by and between AOL Inc. (together with its successors and a |
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| September 18, 2015 |
Exhibit (a)(5)(B) EFiled: Sep 10 2015 12:51PM EDT Transaction ID 57846045 Case No. |
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| September 18, 2015 |
EX-99.A.1.B 3 d73402dex99a1b.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of MILLENNIAL MEDIA, INC. at $1.75 Net Per Share Pursuant to the Offer to Purchase dated September 18, 2015 by MARS ACQUISITION SUB, INC. a wholly owned direct subsidiary of AOL INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON |
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| September 18, 2015 |
Exhibit (d)(7) Revised August 6, 2015 July 13, 2015 Ernie Cormier 504 Brush Hill Road Milton, MA 02186 Dear Ernie: Today is a good day! In connection with AOL Inc. |
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| September 18, 2015 |
EX-99.A.5.A 8 d73402dex99a5a.htm EXHIBIT (A)(5)(A) Exhibit (a)(5)(A) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE PAUL PARSHALL, On Behalf of Himself and All Others Similarly Situated, ) ) ) ) ) Plaintiff, ) ) Civil Action No. v. ) MILLENNIAL MEDIA, INC., MICHAEL BARRETT, BOB GOODMAN, THOMAS EVANS, PATRICK KERINS, ROSS LEVINSOHN, WENDA HARRIS MILLARD, JIM THOLEN, AOL, INC., and MARS ACQUISITI |
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| September 18, 2015 |
EX-99.A.1.B 3 d73402dex99a1b.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of MILLENNIAL MEDIA, INC. at $1.75 Net Per Share Pursuant to the Offer to Purchase dated September 18, 2015 by MARS ACQUISITION SUB, INC. a wholly owned direct subsidiary of AOL INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON |
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| September 18, 2015 |
Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| September 3, 2015 |
Exhibit 99.1 AOL TO DEEPEN ITS PROGRAMMATIC LEADERSHIP WITH AGREEMENT TO ACQUIRE MILLENNIAL MEDIA ONE by AOL Will be the Largest Open and Mobile-First Programmatic Platform in Market AOL?s Suite of Publisher Offerings Will be Enhanced with a Leading Monetization Platform for App Developers with More than 65,000 Apps NEW YORK, September 3, 2015?AOL today announced its continued investment in cross |
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| September 3, 2015 |
Exhibit 99.1 AOL TO DEEPEN ITS PROGRAMMATIC LEADERSHIP WITH AGREEMENT TO ACQUIRE MILLENNIAL MEDIA ONE by AOL Will be the Largest Open and Mobile-First Programmatic Platform in Market AOL?s Suite of Publisher Offerings Will be Enhanced with a Leading Monetization Platform for App Developers with More than 65,000 Apps NEW YORK, September 3, 2015?AOL today announced its continued investment in cross |
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| September 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MILLENNIAL MEDIA, INC. (Name of Subject Company) MARS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF AOL INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, $0.001 Par Value (Title of C |
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| September 3, 2015 |
Exhibit 99.1 AOL TO DEEPEN ITS PROGRAMMATIC LEADERSHIP WITH AGREEMENT TO ACQUIRE MILLENNIAL MEDIA ONE by AOL Will be the Largest Open and Mobile-First Programmatic Platform in Market AOL?s Suite of Publisher Offerings Will be Enhanced with a Leading Monetization Platform for App Developers with More than 65,000 Apps NEW YORK, September 3, 2015?AOL today announced its continued investment in cross |
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| July 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34419 AOL INC. (Exact name of registrant as specified in its charter) 77 |
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| June 23, 2015 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 6, 2015, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2( |
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| June 23, 2015 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF AOL INC. (a Delaware corporation) (Effective as of June 23, 2015) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State of Delaware, |
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| June 23, 2015 |
Verizon Completes Acquisition of AOL EX-99.(A)(5)(D) 2 d945952dex99a5d.htm EX-99.(A)(5)(D) Exhibit (a)(5)(D) NEWS RELEASE FOR IMMEDIATE RELEASE June 23, 2015 Media Contacts: Bob Varettoni, Verizon 908-559-6388 [email protected] Eoin Ryan, AOL 212-206-5025 [email protected] Verizon Completes Acquisition of AOL NEW YORK – Verizon Communications Inc. (NYSE, Nasdaq: VZ) and AOL Inc. (formerly NYSE: AOL) today announced t |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 S-8 POS 1 d946361ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. 333-163603 Registration No. 333-167032 Registration No. 333-172633 Registration No. 333-183358 Registration No. 333-185602 Registration No. 333-191043 Registration No. 333-194036 Registration No. 333-198003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054 |
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| June 23, 2015 |
Verizon Completes Acquisition of AOL EX-99.(A)(5)(D) 2 d945952dex99a5d.htm EX-99.(A)(5)(D) Exhibit (a)(5)(D) NEWS RELEASE FOR IMMEDIATE RELEASE June 23, 2015 Media Contacts: Bob Varettoni, Verizon 908-559-6388 [email protected] Eoin Ryan, AOL 212-206-5025 [email protected] Verizon Completes Acquisition of AOL NEW YORK – Verizon Communications Inc. (NYSE, Nasdaq: VZ) and AOL Inc. (formerly NYSE: AOL) today announced t |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 POSASR As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. |
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| June 23, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AOL INC. EX-3.1 2 d946346dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AOL INC. FIRST: The name of the Corporation is AOL Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of |
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| June 23, 2015 |
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): June 23, 2015 AOL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. |
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| June 23, 2015 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 6, 2015, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2( |
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| June 23, 2015 |
EX-4.1 4 d946346dex41.htm EX-4.1 Exhibit 4.1 AOL INC., AS ISSUER and THE BANK OF NEW YORK MELLON, AS TRUSTEE First Supplemental Indenture Dated as of June 23, 2015 to the Indenture Dated as of August 19, 2014 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 23, 2015, is by and between AOL Inc., a Delaware corporation (the “Compa |
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| June 23, 2015 |
EX-4.1 4 d946346dex41.htm EX-4.1 Exhibit 4.1 AOL INC., AS ISSUER and THE BANK OF NEW YORK MELLON, AS TRUSTEE First Supplemental Indenture Dated as of June 23, 2015 to the Indenture Dated as of August 19, 2014 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 23, 2015, is by and between AOL Inc., a Delaware corporation (the “Compa |
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| June 23, 2015 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 6, 2015, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2( |
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| June 23, 2015 |
Verizon Communications SC TO-T/A SC TO-T/A 1 d945952dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 3) AOL INC. (Name of Subject Company) HANKS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF VERIZON COMMUNICATIONS INC. (Parent of Offeror) (Na |
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| June 23, 2015 |
Verizon Completes Acquisition of AOL EX-99.(A)(5)(D) 2 d945952dex99a5d.htm EX-99.(A)(5)(D) Exhibit (a)(5)(D) NEWS RELEASE FOR IMMEDIATE RELEASE June 23, 2015 Media Contacts: Bob Varettoni, Verizon 908-559-6388 [email protected] Eoin Ryan, AOL 212-206-5025 [email protected] Verizon Completes Acquisition of AOL NEW YORK – Verizon Communications Inc. (NYSE, Nasdaq: VZ) and AOL Inc. (formerly NYSE: AOL) today announced t |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. |
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| June 23, 2015 |
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): June 23, 2015 AOL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| June 23, 2015 |
AOL / / Armstrong Timothy M - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* AOL Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00184X105 (CUSIP Number) Stephen D. Brook, Esq. Burns & Levinson LLP 125 Summer Street Boston, Massachusetts 02110 (617) 345-3000 (Name, Address and Telephone Number of Person |
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| June 23, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AOL INC. EX-3.1 2 d946346dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AOL INC. FIRST: The name of the Corporation is AOL Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of |
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| June 23, 2015 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF AOL INC. (a Delaware corporation) (Effective as of June 23, 2015) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State of Delaware, |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 S-8 POS 1 d946361ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. 333-163603 Registration No. 333-167032 Registration No. 333-172633 Registration No. 333-183358 Registration No. 333-185602 Registration No. 333-191043 Registration No. 333-194036 Registration No. 333-198003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054 |
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| June 23, 2015 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF AOL INC. (a Delaware corporation) (Effective as of June 23, 2015) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State of Delaware, |
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| June 23, 2015 |
As filed with the Securities and Exchange Commission on June 23, 2015 As filed with the Securities and Exchange Commission on June 23, 2015 Registration No. |
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| June 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X105 (CUSIP Number of Class |
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| June 23, 2015 |
EX-4.1 4 d946346dex41.htm EX-4.1 Exhibit 4.1 AOL INC., AS ISSUER and THE BANK OF NEW YORK MELLON, AS TRUSTEE First Supplemental Indenture Dated as of June 23, 2015 to the Indenture Dated as of August 19, 2014 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 23, 2015, is by and between AOL Inc., a Delaware corporation (the “Compa |
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| June 23, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AOL INC. EX-3.1 2 d946346dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AOL INC. FIRST: The name of the Corporation is AOL Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of |
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| June 17, 2015 |
AOL / / Armstrong Timothy M - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AOL Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00184X105 (CUSIP Number) Stephen D. Brook, Esq. Burns & Levinson LLP 125 Summer Street Boston, Massachusetts 02110 (617) 345-3000 (Name, Address and Teleph |
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| June 12, 2015 |
EX-99.(a)(5)(C) Exhibit (a) (5) (c) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) CITY OF ROSEVILLE ) EMPLOYEES? RETIREMENT ) SYSTEM, on behalf of itself and all ) others similarly situated, ) ) Plaintiff, ) v. ) Civil Action No. ) TIMOTHY M. ARMSTRONG, ) ALBERTO IBARG?EN, JAMES R. ) STENGEL, FREDRIC G. ) REYNOLDS, PATRICIA E. ) MITCHELL, RICHARD L. ) DALZELL, HUGH F. JOHNSTON, ) DAWN G. LAP |
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| June 12, 2015 |
Verizon Communications SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 2) AOL INC. (Name of Subject Company) HANKS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF VERIZON COMMUNICATIONS INC. (Parent of Offeror) (Names of Filing Persons) COMMON S |
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| June 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X105 (CUSIP Number of Class |
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| June 12, 2015 |
EX-99.(a)(5)(C) Exhibit (a) (5) (c) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) CITY OF ROSEVILLE ) EMPLOYEES? RETIREMENT ) SYSTEM, on behalf of itself and all ) others similarly situated, ) ) Plaintiff, ) v. ) Civil Action No. ) TIMOTHY M. ARMSTRONG, ) ALBERTO IBARG?EN, JAMES R. ) STENGEL, FREDRIC G. ) REYNOLDS, PATRICIA E. ) MITCHELL, RICHARD L. ) DALZELL, HUGH F. JOHNSTON, ) DAWN G. LAP |
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| June 12, 2015 |
EX-99.(a)(5)(C) Exhibit (a) (5) (c) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) CITY OF ROSEVILLE ) EMPLOYEES? RETIREMENT ) SYSTEM, on behalf of itself and all ) others similarly situated, ) ) Plaintiff, ) v. ) Civil Action No. ) TIMOTHY M. ARMSTRONG, ) ALBERTO IBARG?EN, JAMES R. ) STENGEL, FREDRIC G. ) REYNOLDS, PATRICIA E. ) MITCHELL, RICHARD L. ) DALZELL, HUGH F. JOHNSTON, ) DAWN G. LAP |
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| June 12, 2015 |
EX-99.A.5.D 2 d942522dex99a5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) CITY OF ROSEVILLE ) EMPLOYEES’ RETIREMENT ) SYSTEM, on behalf of itself and all ) others similarly situated, ) ) Plaintiff, ) v. ) Civil Action No. ) TIMOTHY M. ARMSTRONG, ) ALBERTO IBARGÜEN, JAMES R. ) STENGEL, FREDRIC G. ) REYNOLDS, PATRICIA E. ) MITCHELL, RICHARD L. ) DALZEL |
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| June 9, 2015 |
AOL / / DODGE & COX - SCHEDULE 13G AMENDMENT NO. 8 Passive Investment Schedule 13G Amendment No. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8 )* AOL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 00184X105 (CUSIP Number) May 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| June 8, 2015 |
Verizon Communications SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) AOL INC. (Name of Subject Company) HANKS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF VERIZON COMMUNICATIONS INC. (Parent of Offeror) (Names of Filing Persons) COMMON S |
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| June 8, 2015 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) EFiled: Jun 03 2015 07:16PM EDT Transaction ID 57333822 Case No. 11092- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHARLES MARTIN, Individually and on ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) v. ) ) TIMOTHY M. ARMSTRONG, FREDRIC ) G. REYNOLDS, DAWN GOULD ) LEPORE, EVE BURTON, ALBERTO ) C.A. No. IBARGUEN, PATRICIA E. MITCHELL, ) JAMES R. S |
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| June 8, 2015 |
EX-99.A.5.C 2 d938908dex99a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) EFiled: Jun 03 2015 07:16PM EDT Transaction ID 57333822 Case No. 11092- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHARLES MARTIN, Individually and on ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) v. ) ) TIMOTHY M. ARMSTRONG, FREDRIC ) G. REYNOLDS, DAWN GOULD ) LEPORE, EVE BURTON, ALBERTO ) C.A. No. IBARGUEN |
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| June 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 1 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X105 (CUSIP Number of Class |
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| June 8, 2015 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) EFiled: Jun 03 2015 07:16PM EDT Transaction ID 57333822 Case No. 11092- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHARLES MARTIN, Individually and on ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) v. ) ) TIMOTHY M. ARMSTRONG, FREDRIC ) G. REYNOLDS, DAWN GOULD ) LEPORE, EVE BURTON, ALBERTO ) C.A. No. IBARGUEN, PATRICIA E. MITCHELL, ) JAMES R. S |
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| June 8, 2015 |
EX-99.A.5.C 2 d938908dex99a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) EFiled: Jun 03 2015 07:16PM EDT Transaction ID 57333822 Case No. 11092- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHARLES MARTIN, Individually and on ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) v. ) ) TIMOTHY M. ARMSTRONG, FREDRIC ) G. REYNOLDS, DAWN GOULD ) LEPORE, EVE BURTON, ALBERTO ) C.A. No. IBARGUEN |
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| June 8, 2015 |
EX-99.A.5.C 2 d938908dex99a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) EFiled: Jun 03 2015 07:16PM EDT Transaction ID 57333822 Case No. 11092- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHARLES MARTIN, Individually and on ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) v. ) ) TIMOTHY M. ARMSTRONG, FREDRIC ) G. REYNOLDS, DAWN GOULD ) LEPORE, EVE BURTON, ALBERTO ) C.A. No. IBARGUEN |
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| June 8, 2015 |
Wachtell, Lipton, Rosen & Katz MARTIN LIPTON HERBERT M. WACHTELL PAUL VIZCARRONDO, JR. PETER C. HEIN HAROLD S. NOVIKOFF MEYER G. KOPLOW THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN MICHAEL H. BYOWITZ PAUL K. ROWE MARC WOLINSKY DAVID GRUENSTEIN STEVEN A. ROSENBLUM STEPHANIE J. SELIGMAN JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH GEORGE T. CONWAY I |
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| May 28, 2015 |
8-K 1 d933465d8k.htm 8-K 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): May 27, 2015 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Com |
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| May 26, 2015 |
EX-99.(A)(5)(A) 8 d931329dex99a5a.htm EX-99.(A)(5)(A) Exhibit (a)(5)(A) EFiled: May 20 2015 04:26 PM EDT Transaction ID 57272322 Case No. 11049- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE RICHARD WILLIAMS, individually ) and on behalf of all others similarly ) situated, ) ) Plaintiff, ) ) Civil Action No. v. ) ) AOL INC., TIM ARMSTRONG, EVE ) BURTON, RICHARD DALZELL, ) ALBERTO IBARGUEN, HUG |
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| May 26, 2015 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 22, 2015, UNL |
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| May 26, 2015 |
Verizon Communications SC TO-T SC TO-T 1 d931329dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) HANKS ACQUISITION SUB, INC. (Offeror) A WHOLLY OWNED DIRECT SUBSIDIARY OF VERIZON COMMUNICATIONS INC. (Parent of Offeror) (Names of Filing Persons) |
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| May 26, 2015 |
EX-99.(A)(5)(A) 8 d931329dex99a5a.htm EX-99.(A)(5)(A) Exhibit (a)(5)(A) EFiled: May 20 2015 04:26 PM EDT Transaction ID 57272322 Case No. 11049- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE RICHARD WILLIAMS, individually ) and on behalf of all others similarly ) situated, ) ) Plaintiff, ) ) Civil Action No. v. ) ) AOL INC., TIM ARMSTRONG, EVE ) BURTON, RICHARD DALZELL, ) ALBERTO IBARGUEN, HUG |
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| May 26, 2015 |
Schedule 14D-9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 26, 2015 |
EX-99.(a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made by the Offer to Purchase, dated May 26, 2015, and the related Letter of Transmittal and other related materials as each may b |
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| May 26, 2015 |
EX-99.A5B 2 d930006dex99a5b.htm EXHIBIT (A)(5)(B) Exhibit (a)(5)(B) EFiled: May 20 2015 04:26 PM EDT Transaction ID 57272322 Case No. 11049- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE RICHARD WILLIAMS, individually ) and on behalf of all others similarly ) situated, ) ) Plaintiff, ) ) Civil Action No. v. ) ) AOL INC., TIM ARMSTRONG, EVE ) BURTON, RICHARD DALZELL, ) ALBERTO IBARGUEN, HUGH F. |
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| May 26, 2015 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW Y |
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| May 26, 2015 |
MUTUAL NONDISCLOSURE AGREEMENT EX-99.(D)(2) 9 d931329dex99d2.htm EX-99.(D)(2) Exhibit (d)(2) MUTUAL NONDISCLOSURE AGREEMENT This Agreement (“Agreement”), effective when executed by both parties, is made between AOL Inc., a Delaware corporation, with offices at 770 Broadway, New York NY 10003 (“Company”), and Verizon Corporate Services Group Inc., a New York corporation, having an office and principal place of business at One Ve |
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| May 26, 2015 |
MUTUAL NONDISCLOSURE AGREEMENT EX-99.(D)(2) 9 d931329dex99d2.htm EX-99.(D)(2) Exhibit (d)(2) MUTUAL NONDISCLOSURE AGREEMENT This Agreement (“Agreement”), effective when executed by both parties, is made between AOL Inc., a Delaware corporation, with offices at 770 Broadway, New York NY 10003 (“Company”), and Verizon Corporate Services Group Inc., a New York corporation, having an office and principal place of business at One Ve |
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| May 26, 2015 |
EX-99.(A)(5)(A) 8 d931329dex99a5a.htm EX-99.(A)(5)(A) Exhibit (a)(5)(A) EFiled: May 20 2015 04:26 PM EDT Transaction ID 57272322 Case No. 11049- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE RICHARD WILLIAMS, individually ) and on behalf of all others similarly ) situated, ) ) Plaintiff, ) ) Civil Action No. v. ) ) AOL INC., TIM ARMSTRONG, EVE ) BURTON, RICHARD DALZELL, ) ALBERTO IBARGUEN, HUG |
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| May 26, 2015 |
2 Founders’ Incentive Award Terms and Conditions EX-99.(d)(3) Exhibit (d)(3) Marni Walden Executive Vice President and President of Product Innovation and New Businesses One Verizon Way Basking Ridge, NJ 07920 Phone 908.559.8111 [email protected] May 12, 2015 Tim Armstrong AOL Inc. 770 Broadway New York, New York 10003 Dear Tim: I am pleased to set forth the terms of your continued employment with AOL Inc. (the ?Company?), which is condit |
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| May 26, 2015 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIM |
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| May 26, 2015 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YO |
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| May 26, 2015 |
EX-99.A5B 2 d930006dex99a5b.htm EXHIBIT (A)(5)(B) Exhibit (a)(5)(B) EFiled: May 20 2015 04:26 PM EDT Transaction ID 57272322 Case No. 11049- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE RICHARD WILLIAMS, individually ) and on behalf of all others similarly ) situated, ) ) Plaintiff, ) ) Civil Action No. v. ) ) AOL INC., TIM ARMSTRONG, EVE ) BURTON, RICHARD DALZELL, ) ALBERTO IBARGUEN, HUGH F. |
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| May 26, 2015 |
2 Founders’ Incentive Award Terms and Conditions EX-99.(d)(3) Exhibit (d)(3) Marni Walden Executive Vice President and President of Product Innovation and New Businesses One Verizon Way Basking Ridge, NJ 07920 Phone 908.559.8111 [email protected] May 12, 2015 Tim Armstrong AOL Inc. 770 Broadway New York, New York 10003 Dear Tim: I am pleased to set forth the terms of your continued employment with AOL Inc. (the ?Company?), which is condit |
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| May 26, 2015 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YO |
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| May 26, 2015 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 22, 2015, UNL |
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| May 26, 2015 |
2 Founders’ Incentive Award Terms and Conditions EX-99.(d)(3) Exhibit (d)(3) Marni Walden Executive Vice President and President of Product Innovation and New Businesses One Verizon Way Basking Ridge, NJ 07920 Phone 908.559.8111 [email protected] May 12, 2015 Tim Armstrong AOL Inc. 770 Broadway New York, New York 10003 Dear Tim: I am pleased to set forth the terms of your continued employment with AOL Inc. (the ?Company?), which is condit |
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| May 26, 2015 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YO |
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| May 26, 2015 |
EX-99.(a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made by the Offer to Purchase, dated May 26, 2015, and the related Letter of Transmittal and other related materials as each may b |
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| May 26, 2015 |
MUTUAL NONDISCLOSURE AGREEMENT EX-99.(D)(2) 9 d931329dex99d2.htm EX-99.(D)(2) Exhibit (d)(2) MUTUAL NONDISCLOSURE AGREEMENT This Agreement (“Agreement”), effective when executed by both parties, is made between AOL Inc., a Delaware corporation, with offices at 770 Broadway, New York NY 10003 (“Company”), and Verizon Corporate Services Group Inc., a New York corporation, having an office and principal place of business at One Ve |
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| May 26, 2015 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YO |
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| May 26, 2015 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW Y |
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| May 26, 2015 |
EX-99.A5B 2 d930006dex99a5b.htm EXHIBIT (A)(5)(B) Exhibit (a)(5)(B) EFiled: May 20 2015 04:26 PM EDT Transaction ID 57272322 Case No. 11049- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE RICHARD WILLIAMS, individually ) and on behalf of all others similarly ) situated, ) ) Plaintiff, ) ) Civil Action No. v. ) ) AOL INC., TIM ARMSTRONG, EVE ) BURTON, RICHARD DALZELL, ) ALBERTO IBARGUEN, HUGH F. |
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| May 26, 2015 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock and the Associated Preferred Stock Purchase Rights of AOL INC. at $50.00 Net Per Share Pursuant to the Offer to Purchase dated May 26, 2015 by HANKS ACQUISITION SUB, INC. a wholly owned direct subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIM |
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| May 21, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Securities) |
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| May 20, 2015 |
May 20, 2015 Karen Dykstra Chief Financial and Administrative Officer AOL Inc. 770 Broadway New York, NY 10003 Re: AOL Inc. Form 10-K for the fiscal year ended December 31, 2014 Filed February 27, 2015 File No. 001-34419 Dear Ms. Dykstra: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission |
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| May 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Securities) |
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| May 19, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Securities) |
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| May 18, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Securities) |
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| May 15, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Securities) |
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| May 14, 2015 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Sec |
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| May 13, 2015 |
May 13, 2015 VIA EDGAR Craig D. Wilson Sr. Asst. Chief Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Re: AOL Inc. Form 10-K for the fiscal year ended December 31, 2014 Filed February 27, 2015 File No. 001-34419 Dear Mr. Wilson: On behalf of AOL Inc. (the “Company”), this letter responds to the letter of the Division |
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| May 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Securities) |
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| May 12, 2015 |
AMENDMENT TO AMENDED AND RESTATED BY-LAWS AOL INC. EX-3.1 3 d924567dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF AOL INC. Pursuant to the approval granted by the Board of Directors of AOL Inc. (the “Corporation”), in a meeting held on May 11, 2015, and the subsequent resolution contained in the minutes of the meeting of the same date, the Amended and Restated By-Laws (“By-laws”) of the Corporation were amended as follow |
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| May 12, 2015 |
mm05-12158k.htm 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: May 12, 2015 (Date of earliest event reported) VERIZON COMMUNICATIONS INC. (Exact name of registrant as specified in its charter) Delaware 1-8606 23-2259884 (State or other jurisdiction of incorporatio |
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| May 12, 2015 |
EX-2.1 2 d924567dex21.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among VERIZON COMMUNICATIONS INC., HANKS ACQUISITION SUB, INC. and AOL INC. dated as of May 12, 2015 Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.1 The Offer 2 Section 2.2 Company Actions 5 Section 2.3 The Merger 6 Section 2.4 C |
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| May 12, 2015 |
mm05-12158ke991.htm EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK – Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to |
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| May 12, 2015 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK ? Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to purchase AOL Inc. (N |
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| May 12, 2015 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK ? Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to purchase AOL Inc. (N |
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| May 12, 2015 |
AMENDMENT TO AMENDED AND RESTATED BY-LAWS AOL INC. EX-3.1 3 d924567dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF AOL INC. Pursuant to the approval granted by the Board of Directors of AOL Inc. (the “Corporation”), in a meeting held on May 11, 2015, and the subsequent resolution contained in the minutes of the meeting of the same date, the Amended and Restated By-Laws (“By-laws”) of the Corporation were amended as follow |
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| May 12, 2015 |
mm05-12158ke991.htm EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK – Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to |
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| May 12, 2015 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK ? Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to purchase AOL Inc. (N |
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| May 12, 2015 |
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): May 12, 2015 AOL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS |
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| May 12, 2015 |
EX-2.1 2 d924567dex21.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among VERIZON COMMUNICATIONS INC., HANKS ACQUISITION SUB, INC. and AOL INC. dated as of May 12, 2015 Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.1 The Offer 2 Section 2.2 Company Actions 5 Section 2.3 The Merger 6 Section 2.4 C |
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| May 12, 2015 |
mm05-12158ke991.htm EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK – Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to |
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| May 12, 2015 |
EX-2.1 2 d924567dex21.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among VERIZON COMMUNICATIONS INC., HANKS ACQUISITION SUB, INC. and AOL INC. dated as of May 12, 2015 Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.1 The Offer 2 Section 2.2 Company Actions 5 Section 2.3 The Merger 6 Section 2.4 C |
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| May 12, 2015 |
SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AOL INC. (Name of Subject Company) AOL INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 00184X 105 (CUSIP Number of Class of Sec |
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| May 12, 2015 |
Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK ? Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to purchase AOL Inc. (N |
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| May 12, 2015 |
EX-2.1 2 d924567dex21.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among VERIZON COMMUNICATIONS INC., HANKS ACQUISITION SUB, INC. and AOL INC. dated as of May 12, 2015 Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.1 The Offer 2 Section 2.2 Company Actions 5 Section 2.3 The Merger 6 Section 2.4 C |
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| May 12, 2015 |
AMENDMENT TO AMENDED AND RESTATED BY-LAWS AOL INC. EX-3.1 3 d924567dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF AOL INC. Pursuant to the approval granted by the Board of Directors of AOL Inc. (the “Corporation”), in a meeting held on May 11, 2015, and the subsequent resolution contained in the minutes of the meeting of the same date, the Amended and Restated By-Laws (“By-laws”) of the Corporation were amended as follow |
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| May 12, 2015 |
mm05-12158ke991.htm EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 Verizon to Acquire AOL Deal Creates Unique and Scaled Digital Media Platforms for Consumers, Advertisers and Partners NEW YORK – Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to |
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| May 8, 2015 |
AOL Inc. 2015 Annual Bonus Plan – U.S. EX-10.1 2 aol-ex1012015331xq1.htm EXHIBIT 10.1 Exhibit 10.1 FINAL AOL Inc. 2015 Annual Bonus Plan – U.S. 1 AOL INC. ANNUAL BONUS PLAN – U.S. (2015) 1. Objective The success of AOL Inc. (“AOL”), along with its subsidiaries and affiliates (together the “Company”), is to a great extent dependent on the caliber of its employees. The AOL Inc. Annual Bonus Plan is a critical tool in rewarding outstandin |
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| May 8, 2015 |
EX-10.2 3 aol-ex1022015331xq1.htm EXHIBIT 10.2 Exhibit 10.2 AOL INC. SEGMENT PERFORMANCE SHARE UNITS (“SPSUs”) UNDER THE AOL INC. 2010 STOCK INCENTIVE PLAN SPSU TERMS AND CONDITIONS AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2015 These Segment Performance Share Unit Terms and Conditions, as amended from time to time (“Terms and Conditions”), apply to the award of SPSUs (each an “SPSU Award”) gra |
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| May 8, 2015 |
Exhibit 99.1 AOL?S MULTI-PLATFORM USER GROWTH FASTEST AMONG THE TOP 5 INTERNET PROPERTIES AOL?S GLOBAL ADVERTISING REVENUE GROWTH ACCELERATES PROGRAMMATIC GROWS 80% AND SURGES TO 45% OF GLOBAL BRAND ADVERTISING REVENUE AOL STRONGLY GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE GLOBAL ADVERTISING PRICING GROWS MORE THAN 10% *** NEW YORK ? May 8, 2015 - AOL Inc. (NYSE: AOL) releas |
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| May 8, 2015 |
Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2013 2014 2015 Three months ended Year ended Three months ended Year ended Three months ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 Subscriber Information: Domestic AOL subs |
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| May 8, 2015 |
EX-10.2 3 aol-ex1022015331xq1.htm EXHIBIT 10.2 Exhibit 10.2 AOL INC. SEGMENT PERFORMANCE SHARE UNITS (“SPSUs”) UNDER THE AOL INC. 2010 STOCK INCENTIVE PLAN SPSU TERMS AND CONDITIONS AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2015 These Segment Performance Share Unit Terms and Conditions, as amended from time to time (“Terms and Conditions”), apply to the award of SPSUs (each an “SPSU Award”) gra |
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| May 8, 2015 |
AOL Inc. 2015 Annual Bonus Plan – U.S. EX-10.1 2 aol-ex1012015331xq1.htm EXHIBIT 10.1 Exhibit 10.1 FINAL AOL Inc. 2015 Annual Bonus Plan – U.S. 1 AOL INC. ANNUAL BONUS PLAN – U.S. (2015) 1. Objective The success of AOL Inc. (“AOL”), along with its subsidiaries and affiliates (together the “Company”), is to a great extent dependent on the caliber of its employees. The AOL Inc. Annual Bonus Plan is a critical tool in rewarding outstandin |
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| May 8, 2015 |
AOL INC. AOL INC. 2010 STOCK INCENTIVE PLAN NOTICE OF GRANT OF SPSU AWARD Exhibit 10.3 Covered Employee Version AOL INC. AOL INC. 2010 STOCK INCENTIVE PLAN NOTICE OF GRANT OF SPSU AWARD AOL Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below the number of SPSUs specified below (the “SPSU Award” or the “SPSUs”), upon the terms and subject to the conditions set forth in this Notice, the SPSU Award Agreement attached hereto as Attachm |
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| May 8, 2015 |
AOL Inc. 2015 Annual Bonus Plan – U.S. EX-10.1 2 aol-ex1012015331xq1.htm EXHIBIT 10.1 Exhibit 10.1 FINAL AOL Inc. 2015 Annual Bonus Plan – U.S. 1 AOL INC. ANNUAL BONUS PLAN – U.S. (2015) 1. Objective The success of AOL Inc. (“AOL”), along with its subsidiaries and affiliates (together the “Company”), is to a great extent dependent on the caliber of its employees. The AOL Inc. Annual Bonus Plan is a critical tool in rewarding outstandin |
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| May 8, 2015 |
FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF ROBERT LORD EX-10.4 5 aol-ex1042015331xq1.htm EXHIBIT 10.4 Exhibit 10.4 FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF ROBERT LORD This FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “First Amendment”), by and between AOL Inc., a Delaware corporation ("Company"), and Robert Lord ("Executive") is made and entered into as of February 9, 2015 (the "Effective Date"). WHEREAS, Company retaine |
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| May 8, 2015 |
AOL Inc. 2015 Annual Bonus Plan – U.S. EX-10.1 2 aol-ex1012015331xq1.htm EXHIBIT 10.1 Exhibit 10.1 FINAL AOL Inc. 2015 Annual Bonus Plan – U.S. 1 AOL INC. ANNUAL BONUS PLAN – U.S. (2015) 1. Objective The success of AOL Inc. (“AOL”), along with its subsidiaries and affiliates (together the “Company”), is to a great extent dependent on the caliber of its employees. The AOL Inc. Annual Bonus Plan is a critical tool in rewarding outstandin |
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| May 8, 2015 |
FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF ROBERT LORD EX-10.4 5 aol-ex1042015331xq1.htm EXHIBIT 10.4 Exhibit 10.4 FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF ROBERT LORD This FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “First Amendment”), by and between AOL Inc., a Delaware corporation ("Company"), and Robert Lord ("Executive") is made and entered into as of February 9, 2015 (the "Effective Date"). WHEREAS, Company retaine |
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| May 8, 2015 |
Exhibit 99.1 AOL?S MULTI-PLATFORM USER GROWTH FASTEST AMONG THE TOP 5 INTERNET PROPERTIES AOL?S GLOBAL ADVERTISING REVENUE GROWTH ACCELERATES PROGRAMMATIC GROWS 80% AND SURGES TO 45% OF GLOBAL BRAND ADVERTISING REVENUE AOL STRONGLY GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE GLOBAL ADVERTISING PRICING GROWS MORE THAN 10% *** NEW YORK ? May 8, 2015 - AOL Inc. (NYSE: AOL) releas |
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| May 8, 2015 |
FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF ROBERT LORD EX-10.4 5 aol-ex1042015331xq1.htm EXHIBIT 10.4 Exhibit 10.4 FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF ROBERT LORD This FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “First Amendment”), by and between AOL Inc., a Delaware corporation ("Company"), and Robert Lord ("Executive") is made and entered into as of February 9, 2015 (the "Effective Date"). WHEREAS, Company retaine |
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| May 8, 2015 |
EX-10.2 3 aol-ex1022015331xq1.htm EXHIBIT 10.2 Exhibit 10.2 AOL INC. SEGMENT PERFORMANCE SHARE UNITS (“SPSUs”) UNDER THE AOL INC. 2010 STOCK INCENTIVE PLAN SPSU TERMS AND CONDITIONS AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2015 These Segment Performance Share Unit Terms and Conditions, as amended from time to time (“Terms and Conditions”), apply to the award of SPSUs (each an “SPSU Award”) gra |
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| May 8, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d924835d8k.htm 8-K 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): May 8, 2015 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 8, 2015 |
AOL / 10-Q - Quarterly Report - 10-Q 10-Q 1 aol-2015331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f |
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| May 8, 2015 |
EX-10.2 3 aol-ex1022015331xq1.htm EXHIBIT 10.2 Exhibit 10.2 AOL INC. SEGMENT PERFORMANCE SHARE UNITS (“SPSUs”) UNDER THE AOL INC. 2010 STOCK INCENTIVE PLAN SPSU TERMS AND CONDITIONS AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2015 These Segment Performance Share Unit Terms and Conditions, as amended from time to time (“Terms and Conditions”), apply to the award of SPSUs (each an “SPSU Award”) gra |
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| May 8, 2015 |
Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2013 2014 2015 Three months ended Year ended Three months ended Year ended Three months ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 Subscriber Information: Domestic AOL subs |
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| May 8, 2015 |
Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2013 2014 2015 Three months ended Year ended Three months ended Year ended Three months ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 Subscriber Information: Domestic AOL subs |
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| May 8, 2015 |
Exhibit 99.1 AOL?S MULTI-PLATFORM USER GROWTH FASTEST AMONG THE TOP 5 INTERNET PROPERTIES AOL?S GLOBAL ADVERTISING REVENUE GROWTH ACCELERATES PROGRAMMATIC GROWS 80% AND SURGES TO 45% OF GLOBAL BRAND ADVERTISING REVENUE AOL STRONGLY GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE GLOBAL ADVERTISING PRICING GROWS MORE THAN 10% *** NEW YORK ? May 8, 2015 - AOL Inc. (NYSE: AOL) releas |
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| May 8, 2015 |
Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2013 2014 2015 Three months ended Year ended Three months ended Year ended Three months ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 Subscriber Information: Domestic AOL subs |
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| May 8, 2015 |
Exhibit 99.1 AOL?S MULTI-PLATFORM USER GROWTH FASTEST AMONG THE TOP 5 INTERNET PROPERTIES AOL?S GLOBAL ADVERTISING REVENUE GROWTH ACCELERATES PROGRAMMATIC GROWS 80% AND SURGES TO 45% OF GLOBAL BRAND ADVERTISING REVENUE AOL STRONGLY GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE GLOBAL ADVERTISING PRICING GROWS MORE THAN 10% *** NEW YORK ? May 8, 2015 - AOL Inc. (NYSE: AOL) releas |
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| May 7, 2015 |
April 29, 2015 Karen Dykstra Chief Financial and Administrative Officer AOL Inc. 770 Broadway New York, NY 10003 Re: AOL Inc. Form 10-K for the fiscal year ended December 31, 2014 Filed February 27, 2014 File No. 001-34419 Dear Ms. Dykstra: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understan |
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| May 6, 2015 |
AOL / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AOL Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00184X105 (CUSIP Number) April 30, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| April 16, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 16, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte |
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| March 24, 2015 |
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): March 18, 2015 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| February 27, 2015 |
EXHIBIT 21.1 SUBSIDIARIES OF AOL INC. AOL Inc. (“AOL”) maintains over 100 subsidiaries. Set forth below are the names of certain controlled subsidiaries, at least 50% owned, directly or indirectly, of AOL as of December 31, 2014 that carry on a substantial portion of AOL’s lines of business. The names of various consolidated wholly-owned subsidiaries have been omitted. None of the foregoing omitte |
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| February 27, 2015 |
EXHIBIT 21.1 SUBSIDIARIES OF AOL INC. AOL Inc. (“AOL”) maintains over 100 subsidiaries. Set forth below are the names of certain controlled subsidiaries, at least 50% owned, directly or indirectly, of AOL as of December 31, 2014 that carry on a substantial portion of AOL’s lines of business. The names of various consolidated wholly-owned subsidiaries have been omitted. None of the foregoing omitte |
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| February 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-344 |
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| February 27, 2015 |
EXHIBIT 21.1 SUBSIDIARIES OF AOL INC. AOL Inc. (“AOL”) maintains over 100 subsidiaries. Set forth below are the names of certain controlled subsidiaries, at least 50% owned, directly or indirectly, of AOL as of December 31, 2014 that carry on a substantial portion of AOL’s lines of business. The names of various consolidated wholly-owned subsidiaries have been omitted. None of the foregoing omitte |
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| February 27, 2015 |
EXHIBIT 21.1 SUBSIDIARIES OF AOL INC. AOL Inc. (“AOL”) maintains over 100 subsidiaries. Set forth below are the names of certain controlled subsidiaries, at least 50% owned, directly or indirectly, of AOL as of December 31, 2014 that carry on a substantial portion of AOL’s lines of business. The names of various consolidated wholly-owned subsidiaries have been omitted. None of the foregoing omitte |
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| February 27, 2015 |
EXHIBIT 21.1 SUBSIDIARIES OF AOL INC. AOL Inc. (“AOL”) maintains over 100 subsidiaries. Set forth below are the names of certain controlled subsidiaries, at least 50% owned, directly or indirectly, of AOL as of December 31, 2014 that carry on a substantial portion of AOL’s lines of business. The names of various consolidated wholly-owned subsidiaries have been omitted. None of the foregoing omitte |
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| February 13, 2015 |
AOL / / DODGE & COX - FORM SC 13G AMENDMENT NO. 7 Passive Investment SC 13G/A 1 d867665dsc13ga.htm FORM SC 13G AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* AOL INC (Name of Issuer) Common Stock (Title of Class of Securities) 00184X105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 12, 2015 |
AOL / / RS INVESTMENT MANAGEMENT CO LLC - AOL INC. Passive Investment SC 13G/A 1 d872757dsc13ga.htm AOL INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AOL Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00184X105 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 11, 2015 |
EX-99.2 Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2012 2013 2014 Three months ended Year ended Three months ended Year ended Three months ended Year ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 D |
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| February 11, 2015 |
EX-99.1 Exhibit 99.1 AOL DELIVERS 2ND CONSECUTIVE YEAR OF REVENUE AND 3RD YEAR OF ADJUSTED OIBDA GROWTH AOL COMPLETES 2014 WITH TREND IMPROVEMENTS ACROSS ALL SEGMENTS AND LOWER CORPORATE EXPENSES AOL DELIVERS FASTEST MULTI-PLATFORM USER GROWTH RATE AMONG THE TOP 5 INTERNET PROPERTIES FOR THE QUARTER AND YEAR AOL GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE STRONGLY IN Q4 AND 20 |
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| February 11, 2015 |
EX-99.1 Exhibit 99.1 AOL DELIVERS 2ND CONSECUTIVE YEAR OF REVENUE AND 3RD YEAR OF ADJUSTED OIBDA GROWTH AOL COMPLETES 2014 WITH TREND IMPROVEMENTS ACROSS ALL SEGMENTS AND LOWER CORPORATE EXPENSES AOL DELIVERS FASTEST MULTI-PLATFORM USER GROWTH RATE AMONG THE TOP 5 INTERNET PROPERTIES FOR THE QUARTER AND YEAR AOL GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE STRONGLY IN Q4 AND 20 |
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| February 11, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): February 11, 2015 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 11, 2015 |
EX-99.1 Exhibit 99.1 AOL DELIVERS 2ND CONSECUTIVE YEAR OF REVENUE AND 3RD YEAR OF ADJUSTED OIBDA GROWTH AOL COMPLETES 2014 WITH TREND IMPROVEMENTS ACROSS ALL SEGMENTS AND LOWER CORPORATE EXPENSES AOL DELIVERS FASTEST MULTI-PLATFORM USER GROWTH RATE AMONG THE TOP 5 INTERNET PROPERTIES FOR THE QUARTER AND YEAR AOL GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE STRONGLY IN Q4 AND 20 |
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| February 11, 2015 |
EX-99.1 Exhibit 99.1 AOL DELIVERS 2ND CONSECUTIVE YEAR OF REVENUE AND 3RD YEAR OF ADJUSTED OIBDA GROWTH AOL COMPLETES 2014 WITH TREND IMPROVEMENTS ACROSS ALL SEGMENTS AND LOWER CORPORATE EXPENSES AOL DELIVERS FASTEST MULTI-PLATFORM USER GROWTH RATE AMONG THE TOP 5 INTERNET PROPERTIES FOR THE QUARTER AND YEAR AOL GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE STRONGLY IN Q4 AND 20 |
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| February 11, 2015 |
EX-99.1 Exhibit 99.1 AOL DELIVERS 2ND CONSECUTIVE YEAR OF REVENUE AND 3RD YEAR OF ADJUSTED OIBDA GROWTH AOL COMPLETES 2014 WITH TREND IMPROVEMENTS ACROSS ALL SEGMENTS AND LOWER CORPORATE EXPENSES AOL DELIVERS FASTEST MULTI-PLATFORM USER GROWTH RATE AMONG THE TOP 5 INTERNET PROPERTIES FOR THE QUARTER AND YEAR AOL GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE STRONGLY IN Q4 AND 20 |
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| February 11, 2015 |
EX-99.2 Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2012 2013 2014 Three months ended Year ended Three months ended Year ended Three months ended Year ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 D |
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| February 11, 2015 |
EX-99.1 Exhibit 99.1 AOL DELIVERS 2ND CONSECUTIVE YEAR OF REVENUE AND 3RD YEAR OF ADJUSTED OIBDA GROWTH AOL COMPLETES 2014 WITH TREND IMPROVEMENTS ACROSS ALL SEGMENTS AND LOWER CORPORATE EXPENSES AOL DELIVERS FASTEST MULTI-PLATFORM USER GROWTH RATE AMONG THE TOP 5 INTERNET PROPERTIES FOR THE QUARTER AND YEAR AOL GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE STRONGLY IN Q4 AND 20 |
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| February 11, 2015 |
EX-99.2 Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2012 2013 2014 Three months ended Year ended Three months ended Year ended Three months ended Year ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 D |
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| February 11, 2015 |
AOL / / VANGUARD GROUP INC Passive Investment aolinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: AOL Inc Title of Class of Securities: Common Stock CUSIP Number: 00184X105 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the rule |
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| January 30, 2015 |
8-K 1 a8-kxlordamendedcompensati.htm 8-K 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): January 28, 2015 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of |
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| January 29, 2015 |
AOL / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AOL Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00184X105 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| November 6, 2014 |
EX-99.1 Exhibit 99.1 AOL REPORTS DOUBLE-DIGIT REVENUE GROWTH IN Q3 2014 AOL DELIVERS 7th CONSECUTIVE QUARTER OF REVENUE AND ADJUSTED OIBDA GROWTH AOL GROWS DOMESTIC MULTI-PLATFORM UNIQUE VISITORS 14% FROM Q3 2013 THE FASTEST RATE OF GROWTH AMONG THE TOP 5 INTERNET PROPERTIES PROGRAMMATIC REVENUE SURGES TO 37% OF NON-SEARCH ADVERTISING REVENUE FROM 12% IN Q3 2013 STRONG PRICING GROWTH IN DISPLAY AN |
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| November 6, 2014 |
EX-99.2 Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2012 2013 2014 Three months ended Year ended Three months ended Year ended Three months ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 Subscriber I |
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| November 6, 2014 |
EX-99.1 Exhibit 99.1 AOL REPORTS DOUBLE-DIGIT REVENUE GROWTH IN Q3 2014 AOL DELIVERS 7th CONSECUTIVE QUARTER OF REVENUE AND ADJUSTED OIBDA GROWTH AOL GROWS DOMESTIC MULTI-PLATFORM UNIQUE VISITORS 14% FROM Q3 2013 THE FASTEST RATE OF GROWTH AMONG THE TOP 5 INTERNET PROPERTIES PROGRAMMATIC REVENUE SURGES TO 37% OF NON-SEARCH ADVERTISING REVENUE FROM 12% IN Q3 2013 STRONG PRICING GROWTH IN DISPLAY AN |
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| November 6, 2014 |
EX-99.2 Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2012 2013 2014 Three months ended Year ended Three months ended Year ended Three months ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 Subscriber I |
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| November 6, 2014 |
EX-99.1 Exhibit 99.1 AOL REPORTS DOUBLE-DIGIT REVENUE GROWTH IN Q3 2014 AOL DELIVERS 7th CONSECUTIVE QUARTER OF REVENUE AND ADJUSTED OIBDA GROWTH AOL GROWS DOMESTIC MULTI-PLATFORM UNIQUE VISITORS 14% FROM Q3 2013 THE FASTEST RATE OF GROWTH AMONG THE TOP 5 INTERNET PROPERTIES PROGRAMMATIC REVENUE SURGES TO 37% OF NON-SEARCH ADVERTISING REVENUE FROM 12% IN Q3 2013 STRONG PRICING GROWTH IN DISPLAY AN |
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| November 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 6, 2014 |
EX-99.1 Exhibit 99.1 AOL REPORTS DOUBLE-DIGIT REVENUE GROWTH IN Q3 2014 AOL DELIVERS 7th CONSECUTIVE QUARTER OF REVENUE AND ADJUSTED OIBDA GROWTH AOL GROWS DOMESTIC MULTI-PLATFORM UNIQUE VISITORS 14% FROM Q3 2013 THE FASTEST RATE OF GROWTH AMONG THE TOP 5 INTERNET PROPERTIES PROGRAMMATIC REVENUE SURGES TO 37% OF NON-SEARCH ADVERTISING REVENUE FROM 12% IN Q3 2013 STRONG PRICING GROWTH IN DISPLAY AN |
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| November 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d817746d8k.htm 8-K 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): November 6, 2014 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) |
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| November 6, 2014 |
EX-99.2 Exhibit 99.2 AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (in millions, except for subscriber information amounts) 2012 2013 2014 Three months ended Year ended Three months ended Year ended Three months ended March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 December 31 December 31 March 31 June 30 September 30 Subscriber I |
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| October 24, 2014 |
8-K 1 d809897d8k.htm FORM 8-K 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): October 23, 2014 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporat |
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| October 3, 2014 |
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 30, 2014 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| September 5, 2014 |
Form 8-K 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 2, 2014 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 19, 2014 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the |
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| August 19, 2014 |
AOL Inc. 0.75% Convertible Senior Note due 2019 EX-4.2 3 d775552dex42.htm EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF D |
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| August 19, 2014 |
EX-10.8 11 d775552dex108.htm EX-10.8 Exhibit 10.8 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 EXECUTION VERSION August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base |
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| August 19, 2014 |
EX-10.10 13 d775552dex1010.htm EX-10.10 Exhibit 10.10 JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms a |
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| August 19, 2014 |
EX-10.13 16 d775552dex1013.htm EX-10.13 Exhibit 10.13 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Warrants The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants i |
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| August 19, 2014 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION AOL INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of August 19, 2014 0.75% Convertible Senior Notes due 2019 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 12 Sec |
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| August 19, 2014 |
EX-10.15 18 d775552dex1015.htm EX-10.15 Exhibit 10.15 Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: Telephone No.: General Counsel 212-652-6400 Re: Additional Warrants |
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| August 19, 2014 |
EX-10.3 6 d775552dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Ca |
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| August 19, 2014 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION AOL INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of August 19, 2014 0.75% Convertible Senior Notes due 2019 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 12 Sec |
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| August 19, 2014 |
EX-10.9 Exhibit 10.9 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction ente |
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| August 19, 2014 |
EX-10.12 15 d775552dex1012.htm EX-10.12 Exhibit 10.12 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Opt |
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| August 19, 2014 |
EX-10.4 Exhibit 10.4 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 EXECUTION VERSION August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Call Option Transaction (Tran |
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| August 19, 2014 |
EX-10.16 Exhibit 10.16 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Warrants (Transaction Reference Number: |
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| August 19, 2014 |
EX-10.14 Exhibit 10.14 JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Warrants The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL In |
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| August 19, 2014 |
EX-10.7 10 d775552dex107.htm EX-10.7 Exhibit 10.7 EXECUTION VERSION Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base W |
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| August 19, 2014 |
EX-10.4 Exhibit 10.4 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 EXECUTION VERSION August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Call Option Transaction (Tran |
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| August 19, 2014 |
EX-10.12 15 d775552dex1012.htm EX-10.12 Exhibit 10.12 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Opt |
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| August 19, 2014 |
EX-10.9 Exhibit 10.9 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction ente |
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| August 19, 2014 |
EX-10.7 10 d775552dex107.htm EX-10.7 Exhibit 10.7 EXECUTION VERSION Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base W |
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| August 19, 2014 |
EX-10.3 6 d775552dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Ca |
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| August 19, 2014 |
EX-10.5 Exhibit 10.5 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 EXECUTION VERSION August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Warrants The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL Inc. (“C |
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| August 19, 2014 |
EX-10.15 18 d775552dex1015.htm EX-10.15 Exhibit 10.15 Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: Telephone No.: General Counsel 212-652-6400 Re: Additional Warrants |
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| August 19, 2014 |
EX-10.15 18 d775552dex1015.htm EX-10.15 Exhibit 10.15 Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: Telephone No.: General Counsel 212-652-6400 Re: Additional Warrants |
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| August 19, 2014 |
EX-10.6 Exhibit 10.6 EXECUTION VERSION JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Warrants The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued |
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| August 19, 2014 |
EX-10.11 14 d775552dex1011.htm EX-10.11 Exhibit 10.11 Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Opti |
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| August 19, 2014 |
EX-10.7 10 d775552dex107.htm EX-10.7 Exhibit 10.7 EXECUTION VERSION Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base W |
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| August 19, 2014 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION AOL INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of August 19, 2014 0.75% Convertible Senior Notes due 2019 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 12 Sec |
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| August 19, 2014 |
AOL Inc. 0.75% Convertible Senior Note due 2019 EX-4.2 3 d775552dex42.htm EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF D |
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| August 19, 2014 |
EX-10.12 15 d775552dex1012.htm EX-10.12 Exhibit 10.12 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Opt |
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| August 19, 2014 |
EX-10.12 15 d775552dex1012.htm EX-10.12 Exhibit 10.12 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Opt |
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| August 19, 2014 |
EX-10.8 11 d775552dex108.htm EX-10.8 Exhibit 10.8 Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 EXECUTION VERSION August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base |
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| August 19, 2014 |
8-K 1 d775552d8k.htm FORM 8-K 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): August 13, 2014 AOL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34419 20-4268793 (State or Other Jurisdiction of Incorporati |
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| August 19, 2014 |
EX-10.9 Exhibit 10.9 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction ente |
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| August 19, 2014 |
EX-10.1 4 d775552dex101.htm EX-10.1 Exhibit 10.1 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 EXECUTION VERSION August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and condit |
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| August 19, 2014 |
EX-10.6 Exhibit 10.6 EXECUTION VERSION JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Warrants The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued |
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| August 19, 2014 |
AOL Inc. 0.75% Convertible Senior Note due 2019 EX-4.2 3 d775552dex42.htm EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF D |
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| August 19, 2014 |
EX-10.1 4 d775552dex101.htm EX-10.1 Exhibit 10.1 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 EXECUTION VERSION August 13, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400 Re: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and condit |
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| August 19, 2014 |
AOL Inc. 0.75% Convertible Senior Note due 2019 EX-4.2 3 d775552dex42.htm EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF D |
