Item 1.01. Entry Into a Material Definitive Agreement.
On September 16, 2021, J2 Global, Inc. ("J2") entered into a Fourth Amendment
dated September 16, 2021 (the "Fourth Amendment") to the Credit Agreement dated
as of April 7, 2021, by and among J2, the subsidiaries of J2 party thereto as
guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A., as lenders
(collectively, the "Lenders") and MUFG Union Bank, N.A., as administrative agent
for the Lenders (in such capacity, the "Agent"), as amended by the First
Amendment to Credit Agreement dated as of June 2, 2021, the Second Amendment to
Credit Agreement dated as of June 21, 2021, the Third Amendment to Credit
Agreement dated as of August 20, 2021 and the Fourth Amendment (collectively,
the "Credit Agreement"). As amended to date, the Credit Agreement provides for
the issuance of a senior secured term loan under the Existing Credit Agreement,
in an aggregate principal amount of $485,000,000 (the "Bridge Loan Facility"),
and otherwise has the terms described in the Current Report on Form 8-K filed by
J2 on June 3, 2021. Citicorp North America, Inc. has committed to provide
$291 million of the Bridge Loan Facility and MUFG Union Bank, N.A. has committed
to provide $194 million of the Bridge Loan Facility. As of September 16, 2021,
$405 million principal amount was outstanding under the Bridge Facility and the
Company expects to draw the full $485 million on or about September 23, 2021.
The foregoing description of the Credit Agreement is not complete and is
qualified in its entirety by reference to the amendment filed in the Company's
Current Report on Form 8-K filed on June 3, 2021 and the amendments attached as
Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein
by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On September 21, 2021, J2 Global, Inc. ("J2 Global") announced that its Board of
Directors approved its previously announced separation into two independent
publicly traded companies - J2 Global, Inc., which will be known as Ziff Davis,
Inc. after the separation ("J2 Global" or "Ziff Davis") and Consensus Cloud
Solutions, Inc. ("Consensus"). The J2 Global Board of Directors declared a
special dividend distribution of one share of Consensus common stock for every
three shares of J2 Global common stock outstanding as of the close of business
on October 1, 2021, the record date for the distribution. The separation is
expected to be completed on October 7, 2021. J2 Global issued a press release
entitled "J2 Global Board of Directors Approves Separation into Two Independent
Publicly Traded Companies." This press release is furnished herewith as Exhibit
99.1.
The information in this Item 7.01, including Exhibits 99.1, is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
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 proposed spin-off transaction. These forward-looking statements are
subject to numerous assumptions, risks and uncertainties, including market and
other conditions and include uncertainties regarding expected operating
performance and financial position of the companies after the separation,
whether the transaction or the proposed debt tender offer can be completed with
the proposed form, terms or timing, or at all, the costs and expected benefits
of the proposed transaction, and the expected tax treatment of the transaction.
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,
and the "Risk Factors" section of the preliminary information statement included
in the Registration Statement on Form 10 filed by Consensus with the SEC. J2
Global and Consensus assume no obligation to update these forward-looking
statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
10.1 Second, Third and Fourth Amendments to Credit Agreement by and among
J2 Global, Inc., the subsidiaries of J2 Global, Inc. party thereto as
guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A., as
lenders, and MUFG Union Bank, N.A., as administrative agent for the
lenders.
99.1 Press release, dated September 21, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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