Ziff Davis, Inc. (Nasdaq: ZD) (formerly J2 Global, Inc.) (the
"Company") today announced the early tender results of its cash
tender offer (the "Tender Offer") to purchase up to $90,000,000,
exclusive of accrued but unpaid interest (the “Maximum Purchase
Amount”) of its outstanding 4.625% Senior Notes due 2030 (the
"Notes").
According to the information received from Global Bondholder
Services Corporation, the information agent and tender agent for
the Tender Offer, as of 5:00 p.m., New York City time, on October
7, 2021 (the “Early Tender Time”), the Company had received, and
has informed Global Bondholder Services Corporation that it is
accepting, valid tenders from holders of the Notes as outlined in
the table below:
Title of Security
CUSIP Number
Principal Amount Outstanding
Aggregate Principal
Amount Tendered
Aggregate Principal Amount
Accepted
Maximum Purchase Price
Total Consideration Per $1,000
Principal Amount
Proration Factor
4.625% Senior Notes due 2030
48123VAF9; U52503AB2
$750,000,000
$639,101,000
$83,333,000
$89,999,640
$1,080(1)(2)
13.08%
(1)
Does not include accrued but unpaid
interest, which will also be payable as provided in the Offer to
Purchase.
(2)
Includes the Early Tender Premium (as
defined below).
The terms and conditions of the Tender Offer are described in an
Offer to Purchase, dated September 24, 2021 (the "Offer to
Purchase").
Holders of Notes that were validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m., New York City time, on October
7, 2021 (the “Early Tender Time”) and accepted for purchase will
receive the Total Consideration set forth in the table above, which
includes an early tender premium of $50.00 per $1,000 principal
amount of the Notes accepted for purchase (the “Early Tender
Premium”). As the Tender Offer was fully subscribed up to the
Maximum Purchase Amount as of the Early Tender Time, holders who
validly tender Notes after the Early Tender Time will not have any
of such Notes accepted for payment unless the Company increases the
Maximum Purchase Amount. Notes tendered in the Tender Offer prior
to the Early Tender Time and not purchased on the Early Settlement
Date will be returned promptly after the Early Settlement Date.
Holders of Notes tendered after the Early Tender Time will be
eligible only to receive the Tender Offer Consideration of $1,030
per $1,000 principal amount (the “Tender Offer Consideration”),
which is the Total Consideration minus the Early Tender Premium,
plus accrued but unpaid interest.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for
purchase will receive accrued and unpaid interest from and
including the last interest payment date to, but not including, the
applicable Settlement Date (as defined below) for such Notes.
The Withdrawal Time for the Tender Offer was 5:00 p.m., New York
City time, on October 7, 2021 and was not extended. Accordingly,
Notes tendered in the Tender Offer may not be withdrawn except as
provided in the Offer to Purchase or applicable law.
The Tender Offer will expire at 11:59 p.m., New York City time,
on October 22, 2021, unless extended by the Company in its sole
discretion (the "Expiration Time").
Provided that the conditions to the Tender Offer have been
satisfied or waived, payment for Notes validly tendered at or prior
to the Early Tender Time and accepted for purchase in the Tender
Offer will be made on October 12, 2021, the second business day
following the Early Tender Time, or as promptly as practicable
thereafter (the "Early Settlement Date").
Provided that the conditions to the Tender Offer have been
satisfied or waived, and assuming acceptance for purchase by the
Company of any Notes validly tendered after the Early Tender Time
and before the Expiration Time, pursuant to the Tender Offer,
payment for any Notes validly tendered after the Early Tender Time,
but at or prior to the Expiration Time, and accepted for purchase
in the Tender Offer will be made on the settlement date that is
expected to be the second business day following the Expiration
Time (the "Final Settlement Date" and, together with the Early
Settlement Date, the "Settlement Dates").
The Company reserves the right, but is under no obligation, to
increase the Maximum Purchase Amount at any time, subject to
compliance with applicable law, which could result in the Company
purchasing a greater aggregate principal amount of Notes in the
Tender Offer. There can be no assurance that the Company will
exercise its right to increase the Maximum Purchase Amount.
The Tender Offer is not contingent upon the tender of any
minimum principal amount of Notes. The Company's obligation to
accept for purchase and to pay for the Notes validly tendered in
the Tender Offer is subject to and conditioned on the satisfaction
or waiver of the conditions described in the Offer to Purchase. The
condition relating to the consummation of the separation described
below under “About Ziff Davis” has been satisfied. The Company
reserves the right, subject to applicable law, to extend the
Expiration Time to a later date and time as announced by the
Company; (b) increase the Maximum Purchase Amount; (c) waive or
modify in whole or in part any or all conditions to the Tender
Offer; (d) delay the acceptance for purchase of any Notes or delay
the purchase of any Notes; or (e) otherwise modify or terminate the
Tender Offer.
The dealer manager for the Tender Offer is Citigroup Global
Markets Inc. Any questions regarding the terms of the Tender Offer
should be directed to the Dealer Manager, Citigroup Global Markets
Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. The
information agent and tender agent is Global Bondholder Services,
Inc. Any questions regarding procedures for tendering Notes or
requests for copies of the Offer to Purchase or other documents
relating to the Tender Offer should be directed to the information
agent for the Tender Offer, Global Bondholder Services, Inc. at
(866) 807-2200 (toll-free) or (212) 430-3774.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offer is being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About Ziff Davis (formerly J2
Global)
Ziff Davis, Inc. (Nasdaq: ZD) is a vertically focused digital
media and internet company whose portfolio includes leading brands
in technology, entertainment, shopping, health, cybersecurity, and
martech. For more information, visit www.ziffdavis.com.
On September 21, 2021, J2 Global announced that its Board of
Directors approved its previously announced separation into two
independent publicly traded companies – J2 Global, Inc., which is
now known as Ziff Davis, Inc. after the separation, 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 was completed
on October 7, 2021.
“Safe Harbor” Statement Under the Private
Securities Litigation Reform Act of 1995
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, the costs and expected benefits of the proposed
separation, 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 Ziff Davis’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 Ziff Davis with the
SEC.
Source: Ziff Davis, Inc.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211008005086/en/
Rebecca Wright (800) 577-1790 Ziff Davis, Inc.
investor@ziffdavis.com
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