ZIFF DAVIS, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On October 7, 2021, in connection with the previously announced separation of Ziff Davis, Inc.'s (formerly known as J2 Global, Inc, the "Company") Cloud Fax business (the "Separation") through the distribution of approximately 80.1% of the outstanding common stock of Consensus Cloud Solutions, Inc., a wholly owned subsidiary of the Company ("Consensus"), to the Company's stockholders (the "Distribution"), the Company entered into several agreements with Consensus that govern the relationship of the parties following the Distribution, including the following:

  •   A Separation and Distribution Agreement;




  •   A Transition Services Agreement




  •   A Tax Matters Agreement




  •   An Employee Matters Agreement




  •   An Intellectual Property License Agreement




  •   A Stockholder and Registration Rights Agreement

Separation and Distribution Agreement

Transfer of Assets and Assumption of Liabilities

The Separation and Distribution Agreement identifies the assets to be
transferred, the liabilities to be assumed and the contracts to be assigned to
each of Consensus and the Company as part of the Separation, and provides for
when and how these transfers, assumptions and assignments will occur. In
particular, the Separation and Distribution Agreement provides, among other
things:



    •     which assets (whether tangible or intangible) primarily related to the
          Cloud Fax business, which are referred to as the "Consensus Assets," will
          be retained by J2 Cloud Services, LLC ("Historical Cloud Services") or
          transferred to Consensus;




    •     which liabilities primarily related to the Cloud Fax business, which are
          referred to as the "Consensus Liabilities," will be retained by or
          transferred to Consensus;




    •     all of the assets and liabilities (including whether accrued, contingent,
          or otherwise) other than the Consensus Assets and Consensus Liabilities
          (such assets and liabilities, other than the Consensus Assets and the
          Consensus Liabilities, referred to as the "Ziff Davis Global Assets" and
          "Ziff Davis Global Liabilities," respectively) will be retained by or
          transferred to the Company. The assets and liabilities related to the B2B
          backup, cybersecurity and SMB enablement businesses held by Historical
          Cloud Services will be transferred to the Company or subsidiaries that
          will be retained by the Company following the Separation; and




    •     in general, each party to the Separation and Distribution Agreement will
          assume liability for all pending, threatened and unasserted legal matters
          related to its own business or its assumed or retained liabilities and
          will indemnify the other party for any liability to the extent arising
          out of or resulting from such assumed or retained legal matters.

Except as expressly set forth in the Separation and Distribution Agreement or any ancillary agreement, neither the Company nor Consensus makes any representation or warranty as to (1) the assets, business or liabilities transferred or assumed as part of the Separation, (2) any approvals or notifications required in connection with the transfers, (3) the value of or the freedom from any security interests of any of the assets transferred, (4) the absence or presence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either the Company or Consensus, or (5) the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the Separation. All assets are transferred on an "as is," "where is" basis, and the respective transferees bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests, and that any necessary consents or governmental approvals are not obtained or that any requirements of laws, agreements, security interests or judgments are not complied with.

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The Separation and Distribution Agreement provides that, in the event that the transfer or assignment of certain assets and liabilities to the Company or Consensus, as applicable, does not occur prior to the Separation, then until such assets or liabilities are able to be transferred or assigned, the Company or Consensus, as applicable, will hold such assets on behalf and for the benefit of the other party and will pay, perform, and discharge such liabilities, for which the other party will reimburse the Company or Consensus, as applicable, . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 7, 2021, the Company completed the Distribution and the Separation of Consensus from the Company. Consensus is now an independent public company trading under the symbol "CCSI" on the Nasdaq Global Select Market. The Distribution was made to the Company's stockholders of record as of the close of business on October 1, 2021 (the "Record Date"), and such stockholders received one share of Consensus common stock for every three shares of Company common stock held as of close of business on the Record Date.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Separation, each of Doug Bech, Stephen Ross and Pamela Sutton-Wallace resigned as members of the Company's board of directors (the "Board"), effective as of immediately prior to the Separation, to serve as directors of Consensus. Additionally, Scott Turicchi resigned as President and Chief Financial Officer, effective as of immediately prior to the effectiveness of the Separation. Mr. Turicchi will serve as Chief Executive Officer of Consensus.

On October 7, 2021, Steve Dunn, age 52, was appointed the interim principal financial officer of the Company while the Company is engaging in a search process for a new chief financial officer. Mr. Dunn is the Chief Accounting Officer of the Company and oversees the global accounting and public reporting functions of the Company. He joined the company in March of 2008 and brings 25 years of experience in public and private companies.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 7, 2021, in connection with the Separation, the Company amended its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") and its Bylaws (the "Fifth Amended and Restated Bylaws") to change the name of the Company from "J2 Global, Inc." to "Ziff Davis, Inc." The description contained herein is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation and the Fifth Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference into this Item 5.03.

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Item 8.01. Other Events.

Press Release

On October 8, 2021, the Company issued a press release announcing the completion of the Separation and Distribution. A copy of the press release is attached hereto as Exhibit 99.1.

On October 8, 2021, the Company issued a press release announcing the results of its previously announced tender offer for its 4.625% Senior Notes due 2030. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number       Description

2.1*           Separation and Distribution Agreement, dated as of October 7, 2021,
             by and between Ziff Davis, Inc. and Consensus Cloud Solutions, Inc.

3.1            Certificate of Amendment to Amended and Restated Certificate of
             Incorporation of Ziff Davis, Inc.

3.2            Fifth Amended and Restated Bylaws of Ziff Davis, Inc.

10.1*          Transition Services Agreement, dated as of October 7, 2021, by and
             between Ziff Davis, Inc. and Consensus Cloud Solutions, Inc.

10.2           Tax Matters Agreement, dated as of October 7, 2021, by and between
             Ziff Davis, Inc. and Consensus Cloud Solutions, Inc.

10.3*          Employee Matters Agreement, dated as of October 7, 2021, by and
             between Ziff Davis, Inc. and Consensus Cloud Solutions, Inc.

10.4           Intellectual Property License Agreement, dated as of October 7,
             2021, by and between Ziff Davis, Inc. and Consensus Cloud Solutions,
             Inc.

10.5           Stockholder and Registration Rights Agreement, dated as of
             October 7, 2021, by and between Ziff Davis, Inc. and Consensus Cloud
             Solutions, Inc.

99.1           Press Release, dated October 8, 2021

99.2           Press Release, dated October 8, 2021

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

* Certain schedules and exhibits to the Separation and Distribution Agreement,

Transition Services Agreement and Employee Matters Agreement have been omitted

pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to

furnish supplementally a copy of any omitted schedule or exhibit to the SEC

upon request.

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