Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On January 12, 2022, ZipRecruiter, Inc. (the "Company"), completed its
previously announced private offering of $550 million aggregate principal amount
of its 5.000% Senior Notes due 2030 (the "Notes"). The Notes were sold within
the United States only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), and outside the United States to non-U.S.
persons in reliance on Regulation S under the Securities Act.
The Company intends to use the net proceeds from the offering for general
corporate purposes, which may include capital expenditures, investments and
working capital.
In the future, certain of the Company's material domestic subsidiaries may be
required to guarantee the Notes, upon the terms and subject to the conditions
set forth in the Indenture (as defined below).
The Notes were issued pursuant to an Indenture, dated January 12, 2022 (the
"Indenture"), among the Company and Computershare Trust Company, N.A., as
trustee (the "Trustee").
The Notes mature on January 15, 2030 and bear interest at a rate of 5.000% per
year. Interest on the Notes is payable semi-annually in arrears on January 15
and July 15 of each year, beginning on July 15, 2022.
The Company may redeem all or a portion of the Notes, at its option, at any time
prior to January 15, 2025 at a price equal to 100% of the principal amount
thereof, plus a "make-whole" premium and any accrued and unpaid interest.
On and after January 15, 2025, the Company may redeem all or a portion of the
Notes at the redemption prices set forth in the Indenture, plus any accrued and
unpaid interest.
In addition, prior to January 15, 2025, the Company may redeem up to 40% of the
aggregate principal amount of the Notes with funds in the aggregate amount not
exceeding the net cash proceeds from certain equity offerings at a redemption
price equal to 105.000% of the principal amount of the Notes to be redeemed plus
any accrued and unpaid interest.
Upon the occurrence of a change of control triggering event (as defined in the
Indenture), the Company must offer to repurchase the Notes at a repurchase price
equal to 101% of the principal amount of the Notes to be repurchased, plus any
accrued and unpaid interest, to, but excluding, the applicable repurchase date.
The Indenture contains restrictive covenants relating to limitations on the
Company's and its subsidiaries' ability to: (i) create liens on certain assets
to secure debt; (ii) grant a subsidiary guarantee of certain debt without also
providing a guarantee of the Notes; and (iii) consolidate or merge with or into,
or sell or otherwise dispose of all or substantially all of the Company's assets
to, another person, subject, in each case, to certain exceptions.
These covenants are subject to a number of other limitations and exceptions set
forth in the Indenture.
The Indenture provides for customary events of default, including, but not
limited to, failure to pay principal and interest, failure to comply with
covenants, agreements or conditions, cross-acceleration to other material
indebtedness and certain events of bankruptcy or insolvency involving the
Company and its significant subsidiaries. In the case of an event of default
arising from specified events of bankruptcy or insolvency, all outstanding Notes
under the Indenture will become due and payable immediately without further
action or notice. If any other event of default under the Indenture occurs or is
continuing, the Trustee or holders of at least 30% in aggregate principal amount
of the outstanding Notes under the Indenture may declare all the Notes to be due
and payable immediately.

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A copy of the Indenture and the form of Note are attached as Exhibits 4.1 and
4.2, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference. The foregoing description of the Indenture and Notes does
not purport to be complete and is qualified in its entirety by reference to the
full text in such exhibits.
Amendment to Credit Agreement
On January 10, 2022, the Company, the lenders party thereto and JPMorgan Chase
Bank, N.A, as administrative agent, entered into Amendment No 2. (the "Second
Amendment") to that certain credit agreement, dated as of April 30, 2021 (as
supplemented or amended to date, the "Credit Agreement"), by and among the
Company, the lenders from time to time party thereto and JPMorgan Chase Bank, as
administrative agent. The Second Amendment amends the Credit Agreement by
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 $550 million for purposes of calculating the Company's total net
leverage ratio under the Credit Agreement.
The foregoing summary of the Second Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Second
Amendment, which is attached hereto as Exhibit 10.1 and is 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 under Item 1.01 in this Current Report
on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On January 7, 2022, the Company issued a press release announcing the upsize and
pricing of its offering of $550 million aggregate principal amount of the Notes
in a private placement to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under 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 upsize and pricing of the offering of
the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit                Description
4.1                      Indenture, dated as of January 12, 2022, among

ZipRecruiter, Inc. and

Computershare Trust Company, N.A., as trustee.

4.2                      Form of 5.000% Senior Notes due 2030 (included in Exhibit 4.1).

10.1                     Amendment No. 2 to Credit Agreement, dated January

10, 2022, by and among

ZipRecruiter, Inc., the lenders party thereto and

JPMorgan Chase Bank, N.A.,


                       as administrative agent.

99.1                     Press Release     dated January 7, 2022     announcing the     upsize and
                       pricing of the Notes.

104                    The cover page from this Current Report on Form 8-K,

formatted in Inline XBRL.

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