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EX-10.1 - EXHIBIT 10.1 - GoDaddy Inc.ex101-godaddyrepricingamen.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)
November 22, 2017
 
 
 
 
 
GoDaddy Inc.
(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:
 
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 1.01 Entry into a Material Definitive Agreement
Effective November 22, 2017, Go Daddy Operating Company, LLC and GD Finance Co, Inc. (“GD Finance” and together with Go Daddy Operating Company, LLC, the “Borrowers”), entered into an Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement dated as of February 15, 2017 (the “Credit Agreement”) by and among the Borrowers, Desert Newco, LLC (“Desert Newco”), the lenders or other financial institutions or entities from time to time party thereto and Barclays Bank PLC (“Barclays”), as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer (the “Agent”).
The Borrowers and the Agent entered into the Amendment in connection with the refinancing of all outstanding Initial Term Loans and Delayed Draw Term Loans (collectively, the “Existing Term Loans”) and creation of a new tranche of term loans consisting of Tranche B-1 Term Loans (the “Replacement Term Loans”). The Replacement Term Loans, except with respect to the definition of “Applicable Margin” and Section 5.1(b), have identical terms as the Existing Term Loans and are in a like principal amount as the outstanding Existing Term Loans and the proceeds of which were used to refinance all of the Existing Term Loans.
Pursuant to the Amendment, the initial new Applicable Margin is (i) 2.25% for the Replacement Term Loans that are LIBOR Loans (as defined in the Credit Agreement), which is 25 basis points lower than the previous interest rate margin and (ii) 1.25% for the Replacement Term Loans that are ABR Loans (as defined in the Credit Agreement), which is 25 basis points lower than the previous interest rate margin. The Amendment further provides that following the Closing Date, the above Applicable Margin for the new term loans will be based on the Borrowers’ public corporate credit rating from Moody’s (the “Rating”) as follows: (i) if the Borrowers’ Rating is Ba3 or lower, the Applicable Margin will be 2.25% for LIBOR Loans and 1.25% for ABR Loans and (ii) if the Borrowers’ Rating is Ba2 or better, the Applicable Margin will step down to 2.00% for LIBOR Loans and 1.00% for ABR Loans, as specified in the Amendment.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment and the Credit Agreement, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2017, respectively, and are incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits






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:
November 22, 2017
/s/ Ray E. Winborne
 
 
Ray E. Winborne
 
 
Chief Financial Officer