UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 3, 2013 (December 2827, 2012)

ANCESTRY.COM INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34518	26-1235962
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

360 West 4800 North, Provo, UT		84604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 705-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introduction

Pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2012 (the “Merger Agreement”), by and among Ancestry.com Inc., a Delaware corporation (the “Company”), Global Generations International Inc. (“Parent”), a Delaware corporation, and Global Generations Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Acquiring Parties”), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent is controlled by investment funds advised by Permira Advisers, LLC (“Permira IV”), and, following the Merger, one or more investment funds affiliated with each of Spectrum Equity Investors and certain other co-investors (collectively, other than Permira IV, the “Co-Investors” and, collectively with Permira IV, the “Equity Investors”) indirectly own interests in Parent.

Pursuant to the Merger Agreement, on December 28, 2012, each outstanding share of common stock of the Company (other than ~~any~~ shares owned by the Company or the Acquiring Parties, ~~and~~ holders who ~~have~~ otherwise agreed with Parent or ~~by any~~ stockholders who ~~are entitled to and who~~ properly exercised appraisal rights under Delaware law ~~(collectively, the “Excluded Shares”~~)), was cancelled and converted automatically into the right to receive $32.00 in cash ~~(the “Merger Consideration”)~~, without interest. In connection with the closing of the Merger, the Company’s Chief Executive Officer and Chief Financial Officer and another employee of the Company rolled over certain of their existing equity interests in the Company into indirect equity interests of Parent.

The description of the Merger contained in this Introduction does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2012.

~~Item~~As 2of the effective time of the Merger, the Company is indirectly beneficially owned approximately 54% by certain investment funds advised by Permira Advisers, LLC (“Permira IV”).~~01.~~ ~~Completion~~Pursuant to stockholders agreements entered into by Permira IV, its co-investors and members of ~~Acquisition~~our ormanagement, ~~Disposition~~Permira IV controls the Company through its right to appoint the board of ~~Assets~~directors of the Company’s indirect parent company and, subject to certain limitations, its ability to direct the vote of the co-investors and members of our management.

~~The information set forth in the Introduction above and~~ Item 5 1.01. ~~below~~Entry isinto ~~incorporated~~a ~~herein~~Material byDefinitive ~~reference.~~Agreement

~~Item 3~~11.~~01.~~00% ~~Notice~~Senior ofNotes ~~Delisting~~due or2020 ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~

AsIn aconnection ~~result~~with of the Merger, ~~all~~Merger ~~shares~~Sub ofissued ~~the~~an ~~Company’s~~aggregate ~~common~~principal ~~stock~~amount ~~were~~of ~~cancelled and~~$300,000,000 ~~other~~of ~~than~~its ~~the~~11.00% ~~Excluded~~Senior ~~Shares,~~Notes ~~were converted~~due ~~into~~2020 (the ~~right~~“Notes”), pursuant to ~~receive~~ the ~~Merger~~terms ~~Consideration.~~and ~~Accordingly,~~conditions onof an indenture dated as of December 28, 2012, (the ~~Company notified The NASDAQ Stock Market LLC (~~“~~NASDAQ~~Initial Indenture”), ofby ~~its~~and ~~intent~~among toMerger ~~remove~~Sub, ~~the~~an ~~Company’s~~indirect ~~common~~parent ~~stock~~company ~~from~~of ~~listing~~Merger ~~on NASDAQ~~Sub and ~~requested~~Wells ~~that~~Fargo ~~NASDAQ~~Bank, ~~file~~National ~~with~~Association, as the ~~SEC~~Trustee an(the ~~application~~“Trustee). onIn ~~Form 25~~connection ~~to report~~ with the ~~delisting~~closing of the ~~Company’s~~Merger, ~~common~~pursuant ~~stock~~to ~~from~~a ~~NASDAQ.~~supplemental Onindenture dated as of December 28, 2012 (the “Supplemental Indenture,” inand ~~accordance~~together with the ~~Company’s~~Initial ~~request~~Indenture, ~~NASDAQ will file~~ the ~~Form 25~~ ~~with~~“Indenture”), the ~~SEC~~Company inassumed ~~order~~all toof ~~provide~~Merger Sub’s ~~notification~~obligations ofunder ~~such~~the ~~delisting~~Notes and ~~to effect~~ the ~~deregistration~~Initial ofIndenture ~~the~~and ~~Company’s~~certain ~~common~~subsidiaries ~~stock~~and ~~under~~parent ~~Section 12(b)~~entities of the ~~Securities~~Company ~~Exchange~~guaranteed ~~Act of 1934, as amended (~~the ~~“Exchange Act”)~~Notes.

~~Item~~The 3Notes are general unsecured obligations of the Company and rank pari passu in right of payment with all existing and future indebtedness of the Company, other than its subordinated obligations.03 The Notes will bear interest from December 28, 2012 at an annual rate of 11% per annum, payable semi-annually on each June 15 and December 15, commencing on June 15, 2013. ~~Material~~The ~~Modifications~~Notes towill ~~Rights~~mature on December 15, 2020. The Indenture includes customary covenants and events of ~~Security~~default. ~~Holders~~

AsMerger Sub entered into a ~~result~~registration rights agreement, dated December 28, 2012, among Merger Sub, an indirect parent entity of the ~~consummation~~Company and the initial purchasers party thereto (the “Registration Rights Agreement”). In connection with the closing of the Merger, on December 28, 2012, ~~each~~the Company ~~outstanding~~and ~~share~~the ofguarantors entered into a joinder to the ~~Company’s~~Registration ~~common~~Rights ~~stock~~Agreement, ~~(other~~pursuant ~~than~~to which the ~~Excluded~~Company ~~Shares)~~has ~~was~~agreed ~~converted~~to ~~into~~consummate an exchange offer for the ~~right~~Notes to ~~receive~~exchange the Notes for notes with substantially identical terms that may be publicly traded within 360 days after December 28, 2012. The Company may be obligated to pay additional interest on the ~~Merger~~Notes ~~Consideration~~if it fails to satisfy its obligations under the Registration Rights Agreement.

~~Additionally,~~Credit ~~immediately~~Agreement prior to the effective time of the Merger, except as described below, each option to purchase shares of Common Stock (which options are referred to as “Company stock options”), whether vested or unvested, that was then outstanding, was converted into the right to receive an amount in cash equal to the product of (a) the total number of shares of Common Stock subject to such Company stock option and (b) the excess, if any, of $32.00 over the exercise price per share of Common Stock subject to such Company stock option, less such amounts required to be withheld or deducted under applicable tax provisions. Pursuant to rollover agreements entered into between Parent and each of the Company’s Chief Executive Officer and Chief Financial Officer, certain Company stock options held by such individuals were converted into options to purchase equity interests in an indirect parent entity of the Company.

~~Also,~~In ~~immediately~~connection ~~prior~~with to the ~~effective~~closing ~~time~~ of the Merger, ~~except~~on asDecember 27, ~~described below~~2012, ~~each award~~the ~~of restricted stock units with respect to shares of Common Stock (which awards are referred to as “~~Company ~~RSU~~repaid ~~Awards”)~~all ~~that~~amounts ~~was then~~ outstanding, ~~became~~under ~~fully~~its ~~vested~~existing ~~(without~~senior ~~regard~~secured torevolving ~~any~~credit ~~performance~~facility ~~conditions)~~with ~~and~~Bank ~~was converted into the right to receive an amount in cash equal to the product~~ of ~~(a) the~~America, ~~total number of shares of Common Stock subject to such Company RSU Award multiplied by (b) $32~~N.00A., ~~less such amounts~~ as ~~are~~administrative ~~required~~agent, toand becertain ~~withheld~~other orfinancial ~~deducted under~~institutions ~~applicable~~(the ~~tax~~“Existing ~~provisions.~~Credit ~~Pursuant~~Facility”) ~~to rollover agreements entered into between Parent~~ and ~~each~~terminated of the ~~Company’s~~Existing ~~Chief~~Credit Executive Officer and Chief Financial Officer and another employee that agreed to roll over stock options, certain Company RSU Awards held by such individuals were converted into restricted stock units of an indirect parent entity of the CompanyFacility.

~~Item~~On 5December 28, 2012, in connection with the closing of the Merger, the Company entered into new credit facilities with a syndicate of financial institutions led by Barclays Bank PLC, as administrative agent and collateral agent (the “Agent”).01 The new credit facilities consist of a $670.0 ~~Changes~~million term loan facility that matures December 28, 2018 and a $50.0 million revolving facility that matures December 28, 2017. Certain subsidiaries and parent entities of the Company guarantee the new credit facilities. All obligations under the new credit facilities and the related guarantees are secured by a perfected first priority lien or security interest in substantially ~~Control~~all of ~~Registrant~~the Company and the guarantors’ tangible and intangible assets.

The ~~information~~new ~~set~~credit ~~forth~~facilities inalso provide ~~the~~for ~~Introduction~~a ~~above~~swingline ~~and~~subfacility ~~Item 5.02~~of ~~below is incorporated herein by reference~~$12.5 ~~Parent~~million, ~~funded~~a ~~the~~letter ~~Merger~~of ~~Consideration~~credit ~~through~~facility ~~equity~~of ~~financing obtained from the Equity Investors and entry into a new~~ $~~670~~25.0 million ~~term loan~~ and ~~$50.0~~an ~~million~~uncommitted ~~revolving~~incremental ~~loan~~ facility ~~with~~in aan ~~syndicate~~amount ofnot ~~financial~~to ~~institutions~~exceed ~~led by Barclays Bank PLC, as administrative agent and collateral agent, and~~ the ~~issuance~~sum of $~~300~~150.0 million ~~11.00%~~ ~~Senior~~plus ~~Notes~~an ~~due~~amount ~~2020~~which bydoes ~~Merger~~not ~~Sub,~~cause the ~~obligations~~total ofnet ~~which~~secured leverage ~~were~~ratio ~~assumed~~to byexceed ~~the~~3.50 ~~Company~~to ~~upon~~1.00, ~~the~~subject ~~consummation~~to ofcertain ~~the Merger~~conditions. AsThe ofterm ~~the~~loan ~~effective~~borrowings ~~time~~currently ofbear ~~the~~interest ~~Merger~~at 7.00%, and the ~~Company~~revolver is ~~indirectly~~currently ~~beneficially owned approximately 54% by Permira IV~~undrawn. ~~Pursuant~~There tois ~~stockholders~~a ~~agreements~~commitment ~~entered into Permira IV~~fee, ~~the~~in ~~Co-Investors~~respect ~~and members~~ of ~~our management, Permira IV controls~~ the ~~Company~~unutilized ~~through~~commitments ~~its~~under ~~right to appoint~~ the revolving ~~board~~facility, of ~~directors~~0.50% per ofannum. ~~our~~There ~~indirect~~are ~~parent~~also ~~company~~customary ~~and,~~letter ~~subject~~of ~~to certain~~credit ~~limitations,~~fees. ~~its~~The ~~ability~~new tocredit ~~direct~~facilities ~~the~~also ~~vote~~include ofcustomary ~~the~~repayment ~~Co-Investors~~ and ~~members~~prepayment ~~of our management~~provisions.

~~This~~The ~~description~~new ~~of the~~credit ~~Merger~~facilities ~~does~~contain ~~not~~customary ~~purport~~affirmative toand benegative ~~complete~~covenants and isevents ~~qualified~~of indefault, ~~its~~and ~~entirety~~the bynew ~~reference~~revolving tofacility contains ~~the~~a ~~Merger~~maximum ~~Agreement,~~total ~~which~~net issecured ~~incorporated~~leverage ~~herein~~ratio, bywhich ~~reference~~will tobe ~~Exhibit 2.1~~tested ofquarterly ~~the~~and ~~Company’s~~upon ~~Current~~drawdown ~~Report~~in oneach ~~Form~~case ~~8-K~~when ~~filed~~utilization ~~with~~of the ~~Securities~~ ~~and~~new ~~Exchange~~revolving ~~Commission~~credit ~~(the~~facility ~~“SEC”)~~is ongreater ~~October 22,~~than ~~2012~~$15.0 million.

~~Item~~Transaction ~~5.02.~~and ~~Departure~~Monitoring ofFee ~~Directors~~Agreement ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~

InOn December 28, 2012, in connection with the ~~consummation~~closing of the Merger, ~~all of~~ the ~~directors~~Company ofentered ~~the~~into ~~Company~~a ~~resigned~~separate ~~from~~transaction ~~their positions~~and asmonitoring ~~directors~~fee ofagreement ~~the~~with ~~Company,~~affiliates as of ~~the~~Permira ~~effective~~IV ~~time~~pursuant ofto ~~the~~which ~~Merger.~~such affiliates ~~Also,~~will inbe ~~accordance~~entitled ~~with~~to ~~the~~receive ~~terms~~a oftransaction ~~the~~fee ~~Merger~~in ~~Agreement,~~connection atwith the ~~effective~~closing ~~time~~ of the Merger, ~~the~~and ~~directors~~a ofperiodic ~~Merger~~monitoring ~~Sub~~fee ~~were~~in ~~appointed~~consideration ~~the directors~~ of ~~the~~services ~~Company and~~to ~~the~~be ~~incumbent~~provided ~~officers~~to of the Company ~~immediately~~in ~~prior~~connection towith the ~~effective time of the~~ Merger ~~were~~and ~~appointed as officers of the Company~~thereafter.

Item 81.0102. ~~Other~~Termination ~~Events~~of a Material Definitive Agreement

AThe ~~copy~~information ~~of the~~in ~~press~~Item 1.01 ~~release~~of ~~announcing~~this ~~the~~current ~~completion~~report ofunder the ~~Merger~~heading is“Credit ~~attached~~Agreement” asis ~~Exhibit 99.1 hereto and~~ incorporated ~~herein~~ by reference in this Item 1.02.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 of this current report under the headings “11.00% Senior Notes due 2020” and “Credit Agreement” is incorporated by reference in this Item 2.03.

Item 5.02.

Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)	Compensatory Arrangements for Certain Officers

On December 28, 2012, in connection with the closing of the Merger, the Company entered into amended and restated employment agreements with its Chief Executive Officer and Chief Financial Officer on substantially the same terms as their existing employment agreements with updates to conform to the post-Merger corporate structure, to remove the term of the Chief Executive Officer’s agreement, to increase the non-competition periods of both executives and to make certain increases to the Chief Financial Officer’s severance package.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Description
ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of October 21, 2012, by and among Global Generations International Inc., Global Generations Merger Sub Inc. and Ancestry.com Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2122, 2012)
99.1		Press Release Announcing Closing of Merger, dated December 28, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


ANCESTRY.COM INC.

BY:		/s/ William C. Stern
		William C. Stern
		General Counsel

Date: ~~December~~January 283, ~~2012~~2013

EXHIBIT INDEX

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of October 21, 2012, by and among Global Generations International Inc., Global Generations Merger Sub Inc. and Ancestry.com Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2122, 2012)
99.1		Press Release Announcing Closing of Merger, dated December 28, 2012

Filing Compare · Ancestry.com Inc.