8-K
filed December 3, 2024, 6:59 PM ET
CIK 0001835591
M&A
confidence high
sentiment neutral
materiality 0.90
Vizio Holding Corp.: auditor change — Walmart completes acquisition of VIZIO for $11.50/share, ~$2.3B; VIZIO delisted
Vizio Holding Corp.
- Acquisition of VIZIO closed at $11.50 per share in cash, fully diluted equity value of ~$2.3 billion.
- VIZIO's Class A common stock delisted from NYSE; VIZIO becomes wholly owned subsidiary of Walmart.
- William Wang remains VIZIO CEO, reporting to Walmart's Seth Dallaire; VIZIO to operate separately for now.
- Transaction expected to be slightly dilutive to EPS in Q4 FY25 and FY26; funded with cash/debt.
- VIZIO's SmartCast OS has over 19 million active accounts; Platform+ advertising segment drives all gross profit.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Vizio Holding Corp. dismissed KPMG LLP as its auditor.
- Action
- dismissal
- Auditor
- KPMG LLP
Exact text from the filing
the Audit Committee of the board of directors of VIZIO (the “ Board ”) approved the dismissal of KPMG LLP (“ KPMG ”) as VIZIO’s independent registered public accounting firm in connection with the Merger, effective as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vizio Holding Corp.: Amended and restated bylaws upon merger.
- Change
- bylaw amendment
Exact text from the filing
Effective upon the completion of the Merger, the bylaws of VIZIO, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vizio Holding Corp.: Amended and restated certificate of incorporation upon merger.
- Change
- charter amendment
Exact text from the filing
Effective upon the completion of the Merger, the certificate of incorporation of VIZIO, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Vizio Holding Corp. underwent a change of control involving Walmart Inc. for approximately $2.3 billion (closed 2024-12-03).
- Action
- change of control
- Counterparty
- Walmart Inc.
- Consideration
- approximately $2.3 billion
- Closing
- 2024-12-03
Exact text from the filing
As a result of the Merger, a change in control of VIZIO occurred, and VIZIO became a wholly owned subsidiary of Walmart. The total amount of consideration payable to VIZIO’s equityholders in connection with the Merger was approximately $2.3 billion.
View on SEC.gov
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