Item 2.02.
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Results of Operations and Financial Condition.
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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.
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 Companys investor relations website at www.ir.endurance.com or by contacting the Companys 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 Companys directors and executive officers
is also included in the Companys 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 Companys directors and executive officers beneficially
owned approximately 76,136,334 shares, or 52.8%, of the Companys 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 Parents and the Companys 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,