Item 2.02. Results of Operations and Financial Condition.
On November 2, 2020, Endurance International Group Holdings, Inc. (the
"Company") issued a press release announcing certain financial results and other
information for the quarter ended September 30, 2020. The full text of the press
release issued in connection with the announcement is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information reported under Item 2.02 in this Form 8-K (including Exhibit
99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Exchange Act or the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On November 1, 2020, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Razorback Technology Intermediate Holdings, Inc.,
a Delaware corporation (the "Parent"), and Razorback Technology, Inc., a
Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger
Sub"). On November 2, 2020, the Company issued a press release announcing its
entry into the Merger Agreement. The full text of the press release issued in
connection with this announcement is filed as Exhibit 99.2 to this Current
Report on Form 8-K.
Important Additional Information Will Be Filed with the SEC
The Company plans to file with the Securities and Exchange Commission (the
"SEC") a proxy statement (the "proxy statement") and mail the proxy statement to
its stockholders. The Proxy Statement will contain important information about
the Parent, the Company, the transaction and related matters. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR
SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the proxy statement and
other documents (when available) that the Company files with the SEC through the
website maintained by the SEC at www.sec.gov. Copies of the documents filed with
the SEC by the Company will be available free of charge on the Company's
investor relations website at www.ir.endurance.com or by contacting the
Company's Investor Relations Department at ir@endurance.com.
The Company and certain of its directors, executive officers and employees may
be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the shareholders of
the Company in connection with the transaction, including a description of their
respective direct or indirect interests, by security holdings or otherwise, will
be included in the Proxy Statement described above when it is filed with the
SEC. Additional information regarding the Company's directors and executive
officers is also included in the Company's proxy statement for its 2020 Annual
Meeting of Stockholders, which was filed with the SEC on April 9, 2020. As of
September 30, 2020, the Company's directors and executive officers beneficially
owned approximately 76,136,334 shares, or 52.8%, of the Company's common stock.
These documents are available free of charge as described above.
Safe Harbor for Forward-Looking Statements
This filing contains "forward-looking statements" as defined in the U.S. Private
Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on
these forward-looking statements, such as statements regarding the proposed
transaction between the Parent and the Company, the expected timetable for
completing the transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and
any other statements about the Parent's and the Company's managements' future
expectations, beliefs, goals, plans or prospects. These statements are based on
current expectations of future events, and these include statements using the
words such as "will," "believes," "plans," "anticipates," "expects," estimates
and similar expressions. If underlying assumptions prove inaccurate or known or
unknown risks or uncertainties materialize,
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actual results could vary materially from the expectations of the Company. Risks
and uncertainties include, but are not limited to: the risk that the transaction
may not be completed in a timely manner or at all, which may adversely affect
the Company's business and the price of its common stock; the failure to satisfy
the conditions to the consummation of the transaction, including the adoption of
the merger agreement by the stockholders of the Company, and the receipt of
certain governmental and regulatory approvals; the failure of the purchaser to
obtain the necessary financing pursuant to the arrangements set forth in the
debt commitment letters delivered pursuant to the merger agreement or otherwise;
the occurrence of any event, change or other circumstance that could give rise
to the termination of the merger agreement; the effect of the announcement or
pendency of the transaction on the Company's business relationships, operating
results, and business generally; risks that the proposed transaction disrupts
current plans and operations of the Company and potential difficulties in the
Company's employee retention as a result of the transaction; risks related to
diverting management's attention from the Company's ongoing business operations,
and the outcome of any legal proceedings that may be instituted against the
Company or the purchaser related to the merger agreement or the transaction. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect the
businesses of the Company described in the "Risk Factors" in our Annual Report
on Form 10-K for the period ended December 31, 2019 and in our Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and other
reports we file with the SEC. We assume no obligation to update any
forward-looking statements contained in this document as a result of new
information, future events or otherwise. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contemplated in the forward-looking
statements. Copies of these filings are available online at www.sec.gov and
https://ir.endurance.com. The Company assumes no obligation and does not intend
to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. The Company does not give any
assurance that it will achieve its expectations.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by Endurance International Group Holdings, Inc. on
November 2, 2020
99.2 Press release issued by Endurance International Group Holdings, Inc. on
November 2, 2020
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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