On February 15, 2017, Desert Newco LLC (Desert Newco), Go Daddy
Operating Company, LLC (in such capacity, the Existing Borrower)
and GD Finance Co, Inc. (together with the Existing Borrower, the
Borrowers), the lenders or other financial institutions or
entities from time to time party thereto and Barclays Bank PLC,
as Administrative Agent, Collateral Agent, Swingline Lender and
Letter of Credit Issuer (the Agent) entered into Amendment No. 5
(the Amendment Agreement), to the First Amended and Restated
Credit Agreement, dated as of May 13, 2014, by and among Desert
Newco, the Existing Borrower and the lenders or other financial
institutions or entities from time to time party thereto and the
Agent (the Existing Credit Agreement). Under the terms of the
Amendment Agreement, the Existing Credit Agreement will be
amended and restated (the Amended and Restated Credit Agreement)
to provide for: (i) a $1,072.5 million seven-year term loan (the
“Series B Term Loan”), (ii) a second contingent $1,425.0 million
tranche (the “Acquisition Term Loan”), which is intended to
provide a portion of the financing for GoDaddy Inc.s (the
Company) previously announced proposed acquisition of Host Europe
Holdings Limited (HEG) and (iii) a $150.0 million five-year
revolving credit facility, which will increase to $200.0 million
upon the closing of our acquisition of HEG (the “Refinanced
Revolving Credit Loan”). The Series B Term Loan and the
Acquisition Term Loan will be fungible.

The Series B Term Loan was issued at a 0.25% discount at original
issue for net proceeds of $1,069.8 million. The Series B Term
Loan matures on February 15, 2024 and bears interest at a rate
per annum of LIBOR plus 2.50%. The Company drew down on the
Series B Term Loan and used the net proceeds to repay all amounts
outstanding under the Companys existing term loan.

The Acquisition Term Loan will be issued at a 0.25% discount at
original issue for net proceeds of $1,421.4 million in connection
with the closing of the Companys proposed acquisition of HEG. The
Acquisition Term Loan will mature on February 15, 2024 and will
bear interest at a rate per annum of LIBOR plus 2.50%. If the
closing of the acquisition has not occurred by April 3, 2017, the
Acquisition Term Loan will begin to accrue interest at a rate per
annum of 1.25%, and if the closing of the acquisition has not
occurred by April 16, 2017, the Acquisition Term Loan will begin
to accrue interest at a rate per annum of LIBOR plus 2.5%.

The Refinanced Revolving Credit Loan matures on February 15, 2022
and bears interest at a rate per annum of LIBOR plus a margin
ranging from 2.0% to 2.5%, with the margin determined based on
the Companys first lien net leverage ratio.

The foregoing description of the Amendment Agreement and the
Amended and Restated Credit Agreement are qualified in their
entirety by reference to the full text of the Amendment Agreement
and the Amended and Restated Credit Agreement, which are filed as
Exhibit 10.1 to this Current Report on Form 8-K and are
incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation
under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 is incorporated here by
reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.