Attached files
| file | filename |
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| EX-99.1 - WEB.COM GROUP, INC. | v192436_ex99-1.htm |
| EX-99.2 - WEB.COM GROUP, INC. | v192436_ex99-2.htm |
| EX-99.3 - WEB.COM GROUP, INC. | v192436_ex99-3.htm |
| EX-10.17 - WEB.COM GROUP, INC. | v192436_ex10-17.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 (Date of earliest event reported) July 30,
2010
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Web.com
Group, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-51595
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94-3327894
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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12808
Gran Bay Parkway West, Jacksonville, FL
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32258
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (904)
680-6600
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(Former
name or former address, if changed since last
report.)
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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:
¨ 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))
Item 1.01 Entry
into a Material Definitive Agreement
The
disclosure set forth under Item 2.03 is incorporated by reference
here.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On July
30, 2010, Web.com Group, Inc. (the “Company”) completed its acquisition (the
“Acquisition”) of Register.com (Cayman) LP, a Cayman limited partnership
(“Register.com LP”), a provider of global domain name registration and
complementary website design and management services pursuant to that
certain Purchase Agreement among Web.com Group, Inc., Register.com GP (Cayman)
Ltd, each seller named therein and Register.com (Cayman) Limited Partnership,
dated June 17, 2010 (the “Purchase Agreement”). The interests in Register.com LP
were purchased from (i) Register.com GP (Cayman) Ltd., an exempted company
incorporated under the laws of the Cayman Islands, and (ii) the limited partners
of Register.com LP. Consideration for the acquisition of the limited partnership
interests was approximately $135 million financed with a $95 million term loan
and a $15 million revolving credit facility, each pursuant to the Credit
Agreement (as defined below), approximately $20 million in cash and a $5 million
seller note.
The
Escrow Agreement and Note executed in connection with the Acquisition are filed
hereto as Exhibits 99.1 and 99.2, respectively. The Purchase
Agreement was filed as Exhibit 2.2 to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2010. These agreements are
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July
30, 2010, the Company entered into a $110,000,000 credit facility, pursuant to a
Credit Agreement, dated as of July 30, 2010, by and among the Company, Royal
Bank of Canada, as administrative agent, Wells Fargo Bank, National Association,
as syndication agent, and the lenders from time to time party thereto (the
“Credit Agreement”). The Credit Agreement provides for (i) a
five-year $95 million term loan facility (the “Term Loan Facility”) and
(ii) a five-year revolving credit facility of $15 million (the
“Revolving Credit Facility”), which includes a $5 million swing line loan
subfacility and a $5 million letter of credit subfacility (the Term Loan
Facility and Revolving Credit Facility are referred to together as the “Credit
Facility”). The proceeds of the Credit Facility were fully drawn on July 30,
2010, and were used to finance a portion of the Acquisition. After
being repaid, the proceeds of the Revolving Credit Facility may be redrawn and
used for ongoing working capital and other general corporate
purposes.
Loans
under the Credit Facility bear interest, at a rate equal to either, at the
Company’s option, the LIBOR rate plus an applicable margin equal to 4.5% per
annum, or the prime lending rate plus an applicable margin equal to 3.5% per
annum. The applicable margins are subject to adjustment based on the Company’s
consolidated leverage ratio. The Company must also pay (i) a commitment fee
of 0.5% per annum on the actual daily amount by which the revolving credit
commitment exceeds then-outstanding revolving credit loans under the Revolving
Credit Facility and (ii) a letter of credit fee equal to the applicable
margin as applied to LIBOR loans under the Revolving Credit Facility and (iii) a
fronting fee of 0.125% per annum, calculated on the daily amount available to be
drawn under each letter of credit issued under the Credit Facility.
The
Company is permitted to make voluntary prepayments at any time without payment
of a premium, and is required to make mandatory prepayments of term loans
(without payment of a premium) with (i) net cash proceeds from certain asset
sales (subject to reinvestment rights), (ii) net cash proceeds from certain
issuances of debt, (iii) beginning with the fiscal year ending December 31,
2011, a percentage of 50% or 33% of the Company’s excess cash flow, based on the
Company’s consolidated leverage ratio, and (iv) certain casualty proceeds and
condemnation awards (subject to reinvestment rights). The term loans under the
Term Loan Facility will amortize in equal quarterly installments in an aggregate
annual amount equal to 10% of the original principal amount thereof in the first
year, 12.5% in the second, third and fourth years and 52.5% in the fifth year,
with any remaining balance payable on the final maturity date of the term
loans.
The
Company’s obligations under the Credit Facility are guaranteed by certain of the
Company’s existing and subsequently acquired or organized direct and indirect
domestic subsidiaries.
The
obligations of the Company and the subsidiary guarantors under the Credit
Facility and the related guarantees thereunder are secured, subject to customary
permitted liens and other agreed upon exceptions, by (i) a first priority
pledge of all of the equity interests of certain of the Company’s direct and
indirect subsidiaries, and (ii) a perfected first priority interest in
substantially all assets of the Company and each subsidiary guarantor, except to
the extent the pledge of capital stock of a foreign subsidiary owned by the
Company or any such subsidiary guarantor would result in adverse tax
consequences.
The
Credit Agreement contains customary representations, warranties and affirmative
and negative covenants applicable to the Company and its subsidiaries,
including, among other things, restrictions on liens, indebtedness, investments,
fundamental changes, dispositions, prepayment of other indebtedness, redemption
or repurchase of subordinated indebtedness, dividends and other
distributions. The Credit Agreement contains financial covenants that
require the Company to maintain a minimum consolidated fixed charge coverage
ratio and a maximum consolidated leverage ratio. The Credit Agreement also
includes customary events of default, including a change of control and
cross-defaults on the Company’s or any subsidiary guarantor’s material
indebtedness.
The
foregoing description of the Credit Agreement is not intended to be complete and
is qualified in its entirety by reference to the full text of the Credit
Agreement, a copy of which is filed as Exhibit 10.17 hereto.
Item 8.01
Other Events
On August
2, 2010, the Company issued a press release, which is filed as Exhibit 99.3
hereto and incorporated by reference herein, announcing the completion of the
Acquisition.
Item 9.01 Financial
Statements and Exhibits
(a) Financial Statements of
Businesses Acquired.
The financial statements required by Item 9(a) of Form 8-K will be filed by
amendment to this Form 8-K within 71 calendar days after the date this report on
Form 8-K is required to be filed.
(b) Pro Forma Financial
Information.
The pro
forma financial information required by Item 9(b) of Form 8-K will be filed by
amendment to this Form 8-K within 71 calendar days after the date this 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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2.02
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Purchase
Agreement among Web.com Group, Inc., Register.com GP (Cayman) Ltd, each
seller named therein and Register.com (Cayman) Limited Partnership, dated
June 17, 2010.(1)
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10.17
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Credit
Agreement among Web.com Group, Inc., The Several Lenders from Time To Time
Parties Thereto, Wells Fargo Bank, National Association and Royal Bank of
Canada, dated July 30, 2010.
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99.1
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Escrow
Agreement, dated July 30, 2010, among Web.com Group, Inc., Register.com GP
(Cayman) Ltd. and Wells Fargo Bank, National
Association.
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99.2
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Note,
dated July 30, 2010, executed and delivered by Web.com Group, Inc. under
and pursuant to the terms of the Purchase Agreement among Web.com Group,
Inc., Register.com GP (Cayman) Ltd, each seller named therein and
Register.com (Cayman) Limited Partnership, dated June 17,
2010.
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99.3
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Press
Release dated August 2, 2010 issued by Web.com
Group.
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(1)
Previously filed as an exhibit to the Registrant’s Quarterly Report on
Form 10-Q (File No. 000-51595) filed with the Securities and Exchange
Commission on August 4, 2010, and incorporated herein by
reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Web.com
Group, Inc.
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(Registrant)
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Date:
August
5, 2010
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/s/ Matthew P. McClure
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Matthew
P. McClure, Secretary
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Index
of Exhibits
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Exhibit
No.
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Description
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2.02
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Purchase
Agreement among Web.com Group, Inc., Register.com GP (Cayman) Ltd, each
seller named therein and Register.com (Cayman) Limited Partnership, dated
June 17, 2010.(1)
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10.17
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Credit
Agreement among Web.com Group, Inc., The Several Lenders from Time To Time
Parties Thereto, Wells Fargo Bank, National Association and Royal Bank of
Canada, dated July 30, 2010.
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99.1
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Escrow
Agreement, dated July 30, 2010, among Web.com Group, Inc., Register.com GP
(Cayman) Ltd. and Wells Fargo Bank, National
Association.
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99.2
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Note,
dated July 30, 2010, executed and delivered by Web.com Group, Inc. under
and pursuant to the terms of the Purchase Agreement among Web.com Group,
Inc., Register.com GP (Cayman) Ltd, each seller named therein and
Register.com (Cayman) Limited Partnership, dated June 17,
2010.
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99.3
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Press
Release dated August 2, 2010 issued by Web.com
Group.
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(1)
Previously filed as an exhibit to the Registrant’s Quarterly Report on
Form 10-Q (File No. 000-51595) filed with the Securities and Exchange
Commission on August 4, 2010, and incorporated herein by reference.