GODADDY INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement

Refinancing of credit agreement

On November 10, 2022, Go Daddy Operating Company, LLC and GD Finance Co, LLC
(each, a direct or indirect subsidiary of GoDaddy Inc. and together, the
"Borrowers") entered into a Sixth Amendment (the "Sixth Amendment") in respect
of the Second Amended and Restated Credit Agreement dated as of February 15,
2017 (as amended by Amendment No. 1, dated as of November 22, 2017, as further
amended by the Joinder and Amendment Agreement dated as of June 4, 2019, as
further amended by Amendment No. 3, dated as of October 3, 2019, as further
amended by Joinder and Fourth Amendment Agreement, dated as of August 10, 2020,
as further amended by the Fifth Amendment Agreement, dated as of March 8, 2021,
and as further amended, restated, supplemented or otherwise modified, refinanced
or replaced from time to time, the "Credit Agreement") by and among the
Borrowers, Desert Newco, LLC, the lenders or other financial institutions or
entities from time to time party thereto, Barclays Bank PLC, as resigning
Administrative Agent and Royal Bank of Canada as the successor Administrative
Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer. Terms
used herein, but not otherwise defined herein are as defined in the Credit
Agreement as amended by the Sixth Amendment.

The Sixth Amendment provides for (i) a new $1,770 million tranche of term loans
maturing in 2029 (the "Replacement Term Loans"), the proceeds of which were used
to refinance all outstanding Tranche B-2 Term Loans, and (ii) a new revolving
credit facility of $1,000 million maturing in 2027, which replaced the
Borrowers' existing revolving commitments of $600 million. The amortization rate
for the Replacement Term Loans is 1.00% per annum and the first installment
shall be payable on or about March 31, 2023. Pursuant to the Sixth Amendment,
the initial Applicable Margin is (i) 3.25% for the Replacement Term Loans that
are SOFR Loans, (ii) 2.25% for the Replacement Term Loans that are ABR Loans,
(iii) 1.50% for such new revolving commitments for loans that are SOFR Loans,
and (iv) 0.50% for such new revolving commitments for loans that are ABR Loans.

The Sixth Amendment also amended the credit agreement to provide that the borrowers’ senior secured leverage ratio compliance period occurs upon utilization of at least 40% of the revolving facility, as opposed to the previous utilization level of at least 20%.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Sixth Amendment, which is filed as Schedule 10.1 to this current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference in this Section 2.03.

Item 9.01 Financial statements and supporting documents

(d)  Exhibits
Exhibit Number                                         Exhibit Description

                          Joinder and Sixth Amendment to the Second Amended 

and updated credit agreement

      10.1              by and among Desert Newco, LLC, Go Daddy Operating

Company, LLCGD Finance Co,

                        LLC, the lending institutions from time to time 

party thereto, Barclays Bank PLC

                        and Royal Bank of Canada, effective as of November 10, 2022
      99.1                Press release of GoDaddy Inc., dated November 10, 2022
       104              Cover Page Interactive Data File (embedded within
the Inline XBRL document)



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