GoDaddy Inc. (NYSE:GDDY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 3, 2017, Desert Newco, LLC (Desert Newco), GD Finance
Co, Inc. (GD FinCo), the lending institutions from time to time
parties thereto and Barclays Bank PLC, as the Administrative
Agent, entered into a credit agreement (the Bridge Credit
Agreement), to which GD FinCo borrowed an aggregate principal
amount of EUR 500 million (approximately US $533 million) (the
Bridge Loan) in connection with the previously announced
acquisition of Host Europe Holdings Limited (HEG) by GoDaddy Inc.
(the Company), including HEGs PlusServer managed hosting business
(PlusServer).
Co, Inc. (GD FinCo), the lending institutions from time to time
parties thereto and Barclays Bank PLC, as the Administrative
Agent, entered into a credit agreement (the Bridge Credit
Agreement), to which GD FinCo borrowed an aggregate principal
amount of EUR 500 million (approximately US $533 million) (the
Bridge Loan) in connection with the previously announced
acquisition of Host Europe Holdings Limited (HEG) by GoDaddy Inc.
(the Company), including HEGs PlusServer managed hosting business
(PlusServer).
The Bridge Loan was issued at a 0.25% discount at original issue
for net proceeds of EUR 498.75 million (approximately US $532
million). The Bridge Loan matures on April 3, 2018 (the Initial
Maturity Date), but may be extended in the sole discretion of GD
FinCo to April 3, 2019, subject to the payment of a fee equal to
0.50% of the aggregate amount of the Bridge Loan outstanding as
of the Initial Maturity Date. The Bridge Loan bears interest at a
rate per annum of EURIBOR (not less than 1%) plus 2.75%. If the
Bridge Loan remains outstanding following the Initial Maturity
Date, the Bridge Loan will begin to accrue interest at a rate per
annum of EURIBOR (not less than 1%) plus 3.5%.
for net proceeds of EUR 498.75 million (approximately US $532
million). The Bridge Loan matures on April 3, 2018 (the Initial
Maturity Date), but may be extended in the sole discretion of GD
FinCo to April 3, 2019, subject to the payment of a fee equal to
0.50% of the aggregate amount of the Bridge Loan outstanding as
of the Initial Maturity Date. The Bridge Loan bears interest at a
rate per annum of EURIBOR (not less than 1%) plus 2.75%. If the
Bridge Loan remains outstanding following the Initial Maturity
Date, the Bridge Loan will begin to accrue interest at a rate per
annum of EURIBOR (not less than 1%) plus 3.5%.
The Bridge Loan must be prepaid with an amount equal to 50% of
the net cash proceeds of sales or other dispositions of
PlusServer.
the net cash proceeds of sales or other dispositions of
PlusServer.
All obligations under the Bridge Credit Agreement are
unconditionally guaranteed by the assets of substantially all of
the Companys domestic subsidiaries.
unconditionally guaranteed by the assets of substantially all of
the Companys domestic subsidiaries.
The foregoing description of the Bridge Credit Agreement is
qualified in its entirety by reference to the full text of the
Bridge Credit Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
qualified in its entirety by reference to the full text of the
Bridge Credit Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 3, 2017, the Company completed the previously-announced
acquisition of HEG, to the terms of that certain agreement on the
sale and purchase of all shares in HEG and certain loan notes
issued by Host Europe Finance Co. Limited, by and among Go Daddy
Operating Company, LLC (GD OpCo), Desert Newco, the Cinven
Sellers identified on Schedule 1 thereto, the Minority Sellers
identified in Schedule 2 thereto, the Management Sellers
identified on Schedule 3 thereto and Cinven Capital Management
(V) GP Ltd, as the Sellers Representative (the Share Purchase
Agreement).
acquisition of HEG, to the terms of that certain agreement on the
sale and purchase of all shares in HEG and certain loan notes
issued by Host Europe Finance Co. Limited, by and among Go Daddy
Operating Company, LLC (GD OpCo), Desert Newco, the Cinven
Sellers identified on Schedule 1 thereto, the Minority Sellers
identified in Schedule 2 thereto, the Management Sellers
identified on Schedule 3 thereto and Cinven Capital Management
(V) GP Ltd, as the Sellers Representative (the Share Purchase
Agreement).
to the terms of the Share Purchase Agreement, GD UK Holdings Sub,
Ltd., as the assignee of GD OpCo, purchased all of the
outstanding shares of HEG and related loan notes for EUR 1.69
billion (approximately US $1.80 billion), including approximately
EUR 605 million paid to the selling shareholders and
approximately EUR 1.08 billion in assumed net debt (the
Transaction).
Ltd., as the assignee of GD OpCo, purchased all of the
outstanding shares of HEG and related loan notes for EUR 1.69
billion (approximately US $1.80 billion), including approximately
EUR 605 million paid to the selling shareholders and
approximately EUR 1.08 billion in assumed net debt (the
Transaction).
The Company funded the cash consideration and the payment of
transaction-related expenses through the proceeds from debt
financings, including (1) proceeds from the Bridge Loan and (2)
proceeds drawn under the Acquisition Term Loan (as defined
below).
transaction-related expenses through the proceeds from debt
financings, including (1) proceeds from the Bridge Loan and (2)
proceeds drawn under the Acquisition Term Loan (as defined
below).
The foregoing description of the Transaction and the Share
Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Share Purchase Agreement, a copy of which was filed as Exhibit
2.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission (SEC) on December 9, 2016, and
is incorporated herein by reference.
Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Share Purchase Agreement, a copy of which was filed as Exhibit
2.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission (SEC) on December 9, 2016, and
is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of the
Registrant
Obligation under an Off-Balance Sheet Arrangement of the
Registrant
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Form 8-K is incorporated herein by reference.
As previously disclosed, on February 15, 2017, Desert Newco, GD
OpCo and GD FinCo (together with GD OpCo, 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, GD OpCo and
the lenders or other financial institutions or entities from time
to time party thereto and the Agent. to the terms of the
Amendment Agreement, on April 3, 2017, Desert Newco drew down
upon a $1.425
OpCo and GD FinCo (together with GD OpCo, 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, GD OpCo and
the lenders or other financial institutions or entities from time
to time party thereto and the Agent. to the terms of the
Amendment Agreement, on April 3, 2017, Desert Newco drew down
upon a $1.425
billion delayed draw tranche (the “Acquisition Term Loan”) in
connection with the closing of the Transaction. Additional
information regarding the Amendment Agreement and the Acquisition
Term Loan are disclosed under Item 1.01 of the Companys Current
Form 8-K filed with the SEC on February 16, 2017 and such
information is incorporated herein by reference.
connection with the closing of the Transaction. Additional
information regarding the Amendment Agreement and the Acquisition
Term Loan are disclosed under Item 1.01 of the Companys Current
Form 8-K filed with the SEC on February 16, 2017 and such
information is incorporated herein by reference.
The description of the Amendment Agreement and the Acquisition
Term Loan are qualified in their entirety by reference to the
full text of the Amendment Agreement, a copy of which was filed
as Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the SEC on February 16, 2017, and is incorporated herein by
reference.
Term Loan are qualified in their entirety by reference to the
full text of the Amendment Agreement, a copy of which was filed
as Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the SEC on February 16, 2017, and is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure
On April 3, 2017, the Company issued a press release announcing
the closing of the Transaction. A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form
8-K.
the closing of the Transaction. A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required to be filed under Item 9.01(a)
will be filed by amendment no later than 71 days after the date
on which this Current Report on Form 8-K is required to be filed.
will be filed by amendment no later than 71 days after the date
on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required to be filed under
Item 9.01(b) will be filed by amendment no later than 71 days
after the date on which this Current Report on Form 8-K is
required to be filed.
Item 9.01(b) will be filed by amendment no later than 71 days
after the date on which this Current Report on Form 8-K is
required to be filed.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Bridge Credit Agreement, dated as of April 3, 2017,
among Desert Newco, LLC, GD Finance Co., Inc., the several lenders from time to time parties hereto, Barclays Bank PLC, as the Administrative Agent and a Lender, and Barclays Bank PLC, Deutsche Bank Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, J.P. Morgan Chase Bank, N.A., HSBC Securities (USA) Inc., SG Americas Securities, LLC, as Joint Lead Arrangers and Bookrunners |
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99.1
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Press Release issued by GoDaddy Inc. on April 3, 2017
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About GoDaddy Inc. (NYSE:GDDY)
GoDaddy Inc. is a technology provider to small businesses, Web design professionals and individuals. The Company delivers cloud-based products and personalized customer care. The Company operates a domain marketplace, where its customers can find the digital real estate that matches their idea. It provides Website building, hosting and security tools to help customers construct and protect online presence. It provides applications that enable connecting to customers and managing businesses. The Company provides search, discovery and recommendation tools, as well as a selection of domain name for ventures. It provides productivity tools, such as domain-specific e-mail, online storage, invoicing, bookkeeping and payment solutions to run ventures, as well as marketing products. Its hosting products are shared Website hosting, Website hosting on virtual dedicated servers and dedicated servers, managed hosting, security and cloud services and cloud applications. GoDaddy Inc. (NYSE:GDDY) Recent Trading Information
GoDaddy Inc. (NYSE:GDDY) closed its last trading session down -0.56 at 37.04 with 652,102 shares trading hands.
