Current Report — Form 8-K Filing Table of Contents
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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i14455 N. Hayden Road
iScottsdale
iArizona
i85260
(Address
of Principal Executive Offices)
(Zip Code)
(i480) i505-8800
Registrant's telephone number, including area code
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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass
A Common Stock, $0.001 par value per share
iGDDY
iNew York Stock Exchange
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 i☐
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 March 8, 2021, Go Daddy Operating Company,
LLC and GD Finance Co, Inc. (together with Go Daddy Operating Company, LLC, the “Borrowers”), entered into a Fifth Amendment Agreement (the “Amendment”) to the Second Amended and Restated Credit Agreement dated as of February 15, 2017 (as amended by Amendment No. 1, dated as of November 22, 2017, as further amended by the Joinder and Amendment Agreement dated as of June 4, 2019, as further amended by Amendment No. 3, dated as of October 3, 2019, as further amended by Joinder and Fourth Amendment Agreement, dated as of August 10, 2020, and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”) by and among the Borrowers, Desert
Newco, LLC, the lenders or other financial institutions or entities from time to time party thereto and Barclays Bank PLC, 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 Tranche B-3 Term Loans (the “Existing Term Loans”) and creation of a new tranche of term loans consisting of Tranche B-4 Term Loans (the “Replacement Term Loans”). The Replacement Term Loans, except with respect to the definition of “Applicable Margin”, have identical terms to the Existing Term Loans and are in a like principal amount as the outstanding Existing Term Loans. The proceeds of the Replacement Term Loans were used to refinance all of the Existing Term Loans. Pursuant to the Amendment, the initial new Applicable Margin is (i) 2.00% for the Replacement Term
Loans that are LIBOR Loans (as defined in the Credit Agreement), which is 50 basis points lower than the current interest rate margin and (ii) 1.00% for the Replacement Term Loans that are ABR Loans (as defined in the Credit Agreement), which is 50 basis points lower than the current interest rate margin.
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.
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.
