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EX-10.1 - EX-10.1 - RIGHTSIDE GROUP, LTD.name-20150624ex1016227cc.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): June 24, 2015

 


 

RIGHTSIDE GROUP, LTD.

(Exact name of Registrant as specified in its charter)

 


 

 

 

 

 

 

 

 

 

 

 

Delaware

 

001-36262

 

32-0415537

(State or other jurisdiction

of incorporation)

 

(Commission File No.)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

 

 

 

 

5808 Lake Washington Blvd. NE, Suite 300

Kirkland, Washington

 

98033

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (425) 298-2500

 

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:

 

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 1.01Entry into a Material Definitive Agreement.

 

On June 24, 2015, Rightside Group, Ltd. (the “Company”) entered into an Amendment No. 2 to Credit Agreement (the “Amendment”) by and among the Company, its domestic subsidiaries Rightside Operating Co. and eNom, Incorporated (together with the Company, the “U.S. Borrowers”), its foreign subsidiaries DMIH Limited, United TLD Holdco Ltd. and Rightside Domains Europe Limited (collectively, the “Non-U.S. Borrowers” and together with the U.S. Borrowers, the “Borrowers”) and Silicon Valley Bank (“SVB”) as lender.  The Amendment revises the terms of the Company’s existing Credit Agreement, dated as of August 1, 2014, and amended as of August 12, 2014 (the “SVB Credit Facility”), by and among the Borrowers and SVB. 

The Amendment, among other changes, amends the consolidated fixed charge coverage ratio in the SVB Credit Facility, to require that Borrowers maintain a consolidated fixed charge coverage ratio on a scale depending on the available revolving commitment under the SVB Credit Facility plus unrestricted cash of the Borrowers. 

Additional details of the SVB Credit Facility were previously disclosed in the Company’s Forms 8-K filed with the Securities and Exchange Commission on August 7, 2014 and August 15, 2014, and are incorporated herein by reference.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01             Financial Statements and Exhibits.

 

(d)  Exhibits

 

 

 

Exhibit No.

Description

 

 

10.1

Amendment No. 2 to Credit Agreement between Rightside Group, Ltd. and certain of its subsidiaries and Silicon Valley Bank, dated as of June 24, 2015.

 

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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.

 

 

 

 

 

 

Date: June 26, 2015

 

RIGHTSIDE GROUP, LTD.

 

 

By:

 

/s/ Rick Danis

 

 

 

 

Rick Danis

 

 

 

 

General Counsel and Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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INDEX TO EXHIBITS

 

 

 

Exhibit No.

Description

 

 

10.1

Amendment No. 2 to Credit Agreement between Rightside Group, Ltd. and certain of its subsidiaries and Silicon Valley Bank, dated as of June 24, 2015.

 

 

 

 

 

 

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