Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - GoDaddy Inc. | ex101unitpurchaseagreement.htm |
| EX-5.1 - EXHIBIT 5.1 - GoDaddy Inc. | a51_legalopinion.htm |
| EX-1.1 - EXHIBIT 1.1 - GoDaddy Inc. | ex11underwritingagreement.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 4, 2017
(Exact name of registrant as specified in its charter)
Delaware | 001-36904 | 46-5769934 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
14455 N. Hayden Road | ||||
Scottsdale, Arizona 85260 | ||||
(Address of principal executive offices, including zip code) | ||||
(480) 505-8800 | ||||
(Registrant’s telephone number, including area code) | ||||
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 (see General Instruction A.2. below):
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities
In connection with the offering described in Item 8.01 below, GoDaddy Inc. (the “Company”) issued approximately 14,214,390 shares of Class A common stock to certain Selling Stockholders (as defined below) upon exchange of Desert Newco, LLC units (together with the same number of shares of the Company’s Class B common stock) pursuant to the exchange agreement between the holders of Desert Newco, LLC units and the Company.
The issuance of shares of Class A common stock in accordance with the terms and subject to the conditions set forth in the exchange agreement will be made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Additionally, on May 5, 2017 we issued and sold an aggregate of 317,084 shares of the Company’s Class A common stock at a per share price of $36.741 in reliance on Section 4(a)(2) of the Securities Act.
Item 8.01 Other Events
Underwritten Public Offering
On May 4, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., and Citigroup Global Markets Inc. as representatives of the several underwriters named therein (the “Underwriters”), and the selling stockholders named therein (collectively, the “Selling Stockholders”). Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders have agreed to sell, and the Underwriters have agreed to purchase, subject to and on the conditions set forth therein, an aggregate of 27,615,000 shares of the Company’s Class A common stock (which amount includes 3,615,000 shares of the Company’s Class A common stock sold pursuant to the exercise of the option to purchase additional shares granted to the Underwriters by the Selling Stockholders. The Company will not receive any proceeds from the sale of shares by the Selling Stockholders. Also, pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters have agreed to purchase, subject to and on the conditions set forth therein, an aggregate of 100,000 shares of its Class A common stock. The Company intends to use the proceeds to pay the transaction expenses incurred in connection with the offering and any remaining proceeds for general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholders, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The offering is being made pursuant to the Company’s automatically effective shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-210589), including the prospectus dated April 5, 2016 contained therein, and the prospectus supplement dated May 3, 2017.
Repurchase
In addition, on May 4, 2017, the Company entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) to repurchase from the Selling Stockholders an aggregate of 7,344,840 limited liability company units of Desert Newco (together with a corresponding number of shares of the Company’s Class B common stock) at a price per share of $37.44, the same per share price paid by the Underwriters to the Selling Stockholders in the offering described above.
The Underwriting Agreement and Unit Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Underwriting Agreement and Unit Purchase Agreement are qualified in their entirety by reference to such exhibits.
The Company is filing the opinion of its counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, as Exhibit 5.1 hereto, regarding the legality of the shares of Class A common stock covered by the Underwriting Agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated as of May 4, 2017, by and among GoDaddy Inc., the Selling Stockholders and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
10.1 | Unit Purchase Agreement, dated as of May 4, 2017, by and among Desert Newco, LLC and the entities identified on Schedule A thereto | |
23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) | |
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.
GODADDY INC. | ||
Date: | May 10, 2017 | /s/ Nima Kelly |
Nima Kelly | ||
Executive Vice President & General Counsel | ||
Exhibit Index
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated as of May 4, 2017, by and among GoDaddy Inc., the Selling Stockholders and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
10.1 | Unit Purchase Agreement, dated as of May 4, 2017, by and among Desert Newco, LLC and the entities identified on Schedule A thereto | |
23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) | |