Ziff Davis, Inc 8-K, filed Oct 2, 2020
Ziff Davis, Inc. (ZD)
About this 8-K
Ziff Davis, Inc filed this 8-K on October 2, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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| ITEM 8.01 | OTHER EVENTS |
On October 2, 2020, J2 Global, Inc. (the “Company”) issued a press release announcing the pricing of the previously announced offering of $750 million aggregate principal amount of the Company’s senior notes due 2030 (the “Notes”). The offering and sale of the Notes was made in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the securities would be made only by means of a confidential offering memorandum. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated October 2, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements are based on management’s expectations or beliefs as of October 2, 2020. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control and are described in the Company’s Annual Report on Form 10-K filed by the Company on March 1, 2020 with the Securities and Exchange Commission (the “SEC”) and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation to revise or publicly release any updates to such statements based on future information or actual results.
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.
| J2 Global, Inc. (Registrant) | ||||||
| Date: October 2, 2020 | By: | /s/ Jeremy Rossen | ||||
| Jeremy Rossen Executive Vice President, General Counsel | ||||||
Exhibit 99.1
J2 Global Announces Pricing of $750,000,000 Offering of Senior Notes
LOS ANGELES – October 2, 2020 - J2 Global, Inc. (NASDAQGS:JCOM) (“J2 Global”) today announced the pricing of $750,000,000 aggregate principal amount of its 4.625% senior notes due 2030 in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The offering of the notes is expected to close on October 7, 2020, subject to customary closing conditions.
The notes will be senior unsecured obligations of J2 Global and bear interest at a rate of 4.625% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2021, and are to be guaranteed on an unsecured basis by certain of J2 Global’s existing and future domestic subsidiaries. The notes will mature on October 15, 2030, unless earlier redeemed or repurchased.
J2 Global expects to use a portion of the net proceeds from the offering of the notes to redeem the existing $650 million aggregate principal amount of 6.0% senior notes due 2025 of J2 Global’s wholly-owned subsidiaries, j2 Cloud Services, LLC and j2 Cloud Co-Obligor, Inc. In addition, the credit agreement, dated as of January 7, 2019, by and among j2 Cloud Services, LLC, the lenders from time to time party thereto and MUFG Union Bank N.A. (the senior secured credit facility) will be terminated in full in connection with the offering of the notes. J2 Global intends to enter into a new senior secured credit facility in the near term. J2 Global expects to use the remainder of the net proceeds from the offering for general corporate purposes, which may include acquisitions and the repurchase or redemption of other outstanding indebtedness.
Neither the notes, nor the related guarantees, have been nor will be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements. The notes and the related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons pursuant to Regulation S.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption of the 6.0% senior notes due 2025 of J2 Global’s wholly-owned subsidiaries, j2 Cloud Services, LLC and j2 Cloud Co-Obligor, Inc.
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
Certain statements in this Press Release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the senior notes offering. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including market and other conditions and, with respect to the proposed use of proceeds, the availability of acquisition targets on acceptable terms or at all and J2 Global’s ability to enter
into a new senior secured credit facility. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors described in J2 Global’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by J2 Global with the SEC. Although management’s expectations may change after the date of this press release, J2 Global undertakes no obligation to revise or update these statements.
J2 Global, Inc.
Rebecca Wright
800-577-1790
press@j2.com