SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 19, 2012
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction
|12808 Gran Bay Parkway West, Jacksonville, FL
|(Address of principal executive offices)
Registrant’s telephone number, including
area code: (904) 680-6600
|(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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
On November 20, 2012 (the “closing
date”), Web.com Group, Inc. (the “Company”), entered into an amendment and restatement of its First Lien Credit
Agreement (as amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, JPMorgan
Chase Bank, N.A. and Deutsche Bank Securities Inc., as Co-Syndication Agents, Suntrust Bank, Goldman Sachs Lending Partners LLC,
Citigroup Global Markets Inc. and Wells Fargo Bank, N.A., as Co-Documentation Agents, JPMorgan Change Bank, N.A., as Administrative
Agent, and the lenders from time to time party thereto.
The Amended and Restated Credit Agreement
provides for (i) a term loan (the “First Lien Term Loan”) of $629.5 million at an interest rate equal to, at the Company’s
option, (A) the LIBOR rate plus an applicable margin equal to 4.25% per annum, subject to a 1.25% LIBOR floor, or (B) the prime
lending rate plus an applicable margin equal to 3.25% per annum and (ii) a revolving credit facility (of $60 million at an interest
rate equal to, at the Company’s option, (A) the LIBOR rate plus an applicable margin (the “Revolving Credit Facility”)
equal to 3.75% per annum or (B) the prime lending rate plus an applicable margin equal to 2.75% per annum.
The First Lien Term Loan (i) repriced the outstanding first
lien term loans of $569.5 million, (ii) added an additional $60.0 million of new first lien term loans for a new balance of $629.5
million and (iii) and (3) increased the size of the Revolving Credit Facility by $10 million to $60 million.. The Company used
the gross proceeds from such new loans to reduce the outstanding loans under its Second Lien Credit Agreement through a prepayment
of $60 million, which reduced the $120 million outstanding balance of loans under the Company’s Second Lien Credit Facility
to $60 million as of the closing date.
The Company is permitted to make voluntary prepayments with
respect to the Revolving Credit Facility and the First Lien Term Loan at any time, without payment of a premium, except that a
1% premium would apply to a “repricing transaction” relating to the First Lien Term Loan effected on or prior to the
first anniversary of the closing date. The Company is required to make mandatory prepayments of the First Lien Term
Loan (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) 50% of the Company’s excess cash flow for each fiscal year
(commencing with the fiscal year ending December 31, 2012), with step-downs based on the Company’s consolidated first lien
net leverage ratio, and (iv) certain casualty proceeds and condemnation awards (subject to reinvestment rights). The
First Lien Term Loan will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the principal amount
outstanding as of the closing date, with any remaining balance payable on the final maturity date of the First Lien Term Loan.
The Company’s obligations under the Amended and Restated
Credit Agreement remain guaranteed by certain of the Company’s domestic subsidiaries. In addition, the obligations of the
Company and the subsidiary guarantors under the Amended and Restated Credit Agreement and the related guarantee thereunder continue
to be 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 Amended and Restated Credit Agreement contains: (i) 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, (ii) a financial covenant that requires
the Company to comply with a maximum consolidated first lien net leverage ratio, and (iii) 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 Amended and Restated Credit
Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated
Credit Agreement, a copy of which is filed as Exhibit 10.21 hereto.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01
above is incorporated by reference into this Item 2.03.
Item 7.01 Regulation
On November 19, 2012,
Web.com Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that it planned
to upsize its First Lien Credit Facility at an improved interest rate, and plans to use the proceeds to significantly pay down
its more expensive Second Lien Term Loan. A copy of the Press Release is attached to this Form 8-K hereto as Exhibit 99.1 and is
incorporated by reference into this Item 7.01.
The information set
forth under this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial
Statements and Exhibits.
|10.21||Amendment and Restatement of First Lien Credit Agreement, dated November 20, 2012.|
|99.1||Press release dated November 19, 2012.|
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.
||Web.com Group, Inc.|
|Date: November 21, 2012
||/s/ Matthew P. McClure|
||Matthew P. McClure, Secretary|
||Amendment to First Lien Credit Facility dated November 20, 2012.|
||Press Release dated November 19, 2012.|