Ziprecruiter, Inc 8-K, filed Jan 5, 2022
Ziprecruiter, Inc. (ZIP)
8-K
2022-01-05
For: 2022-01-05
View Original
Added on
April 12, 2026
About this 8-K
Ziprecruiter, Inc filed this 8-K on January 5, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): January 5, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal Executive offices) | (Zip Code) | |||||||||||||
(877 ) 252-1062
(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 Instructions 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 7.01 Regulation FD Disclosure.
First Amendment to the Credit Agreement
On November 19, 2021, ZipRecruiter, Inc. (the “Company”) entered into a First Amendment to the Credit Agreement (the “First Amendment”) with JPMorgan Chase Bank, N.A. in connection with that certain Credit Agreement by and among the Company, JPMorgan Chase Bank, N.A. and the lenders named therein (the “Credit Agreement”), to amend certain other provisions under the Credit Agreement relating to how letters of credit denominated in currencies other than U.S. Dollars are valued under the Credit Agreement.
The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the First Amendment, a copy of which the Company expects to file with its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and upon filing will be incorporated herein by reference.
Second Amendment to the Credit Agreement
Concurrent with the offering of the Notes (as defined below) the Company will be entering into a Second Amendment to the Credit Agreement (the “Second Amendment”), increasing the maximum amount of liquidity (including cash and permitted investments) that may be netted against the Company’s total indebtedness from $100 million to $500 million for purposes of calculating the Company’s total net leverage ratio under the Credit Agreement.
The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Second Amendment, a copy of which the Company expects to file with its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and upon filing will be incorporated herein by reference.
Senior Notes Offering
On January 5, 2022, the Company issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $500 million aggregate principal amount of Senior Notes due 2030 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
A copy of the press release announcing the proposed offering of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ZIPRECRUITER, INC. | ||||||||
| Date: January 5, 2022 | By: | /s/ David Travers | ||||||
| David Travers | ||||||||
| President | ||||||||
Exhibit 99.1
ZipRecruiter Announces Proposed Private Offering of $500 Million of Senior Notes Due 2030
January 5, 2022
SANTA MONICA, Calif. --(BUSINESS WIRE) - ZipRecruiter® (NYSE: ZIP) today announced its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of its Senior Notes due 2030 (the “notes”) in a private offering (the “offering”). The interest rate, redemption provisions, and other terms of the notes will be determined by negotiations between ZipRecruiter and the initial purchasers.
ZipRecruiter intends to use the net proceeds from the offering for general corporate purposes, which may include capital expenditures, investments and working capital. The closing of the offering is subject to market and other conditions.
The notes will only be offered and sold by means of a private offering memorandum to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The notes have not been, nor will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to buy the notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
About ZipRecruiter
ZipRecruiter® is a leading online employment marketplace that actively connects people to their next great opportunity. ZipRecruiter’s powerful matching technology improves the job search experience for job seekers and helps businesses of all sizes find and hire the right candidates quickly. ZipRecruiter has been the #1 rated job search app on iOS & Android for the past four years and is rated the #1 employment marketplace by G2.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” including, among other things, statements relating to the completion, timing, and size of the proposed offering, and the expected use of proceeds from the offering. Statements containing words such as “could,” “believe,” “expect,” “intend,” “will,” or similar expressions constitute forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but
not limited to, whether or not ZipRecruiter will offer the notes or consummate the proposed offering, the final terms of the proposed offering, market conditions affecting the proposed offering, changes in plans or timing relating to the proposed offering, the anticipated use of the net proceeds of the proposed offering, which could change as a result of market conditions or for other reasons, and the impact of general economic, industry or political conditions in the United States or internationally, including the impacts of the COVID-19 pandemic. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect ZipRecruiter’s business and financial results, please review the “Risk Factors” described in ZipRecruiter’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) and in ZipRecruiter’s other filings with the SEC. Except as may be required by law, ZipRecruiter undertakes no obligation, and does not intend, to update these forward-looking statements after the date of this release.
Contacts:
Press: press@ziprecruiter.com
Investors: ir@ziprecruiter.com