J2 Global Announces Pricing of $750,000,000 Offering of Senior Notes
October 02 2020 - 5:16PM
Business Wire
J2 Global, Inc. (NASDAQGS:JCOM) (“J2 Global”) today announced
the pricing of $750,000,000 aggregate principal amount of its
4.625% senior notes due 2030 in a private offering exempt from
registration under the Securities Act of 1933, as amended (the
“Securities Act”). The offering of the notes is expected to close
on October 7, 2020, subject to customary closing conditions.
The notes will be senior unsecured obligations of J2 Global and
bear interest at a rate of 4.625% per year, payable semi-annually
in arrears on April 15 and October 15 of each year, beginning on
April 15, 2021, and are to be guaranteed on an unsecured basis by
certain of J2 Global’s existing and future domestic subsidiaries.
The notes will mature on October 15, 2030, unless earlier redeemed
or repurchased.
J2 Global expects to use a portion of the net proceeds from the
offering of the notes to redeem the existing $650 million aggregate
principal amount of 6.0% senior notes due 2025 of J2 Global’s
wholly-owned subsidiaries, j2 Cloud Services, LLC and j2 Cloud
Co-Obligor, Inc. In addition, the credit agreement, dated as of
January 7, 2019, by and among j2 Cloud Services, LLC, the lenders
from time to time party thereto and MUFG Union Bank N.A. (the
senior secured credit facility) will be terminated in full in
connection with the offering of the notes. J2 Global intends to
enter into a new senior secured credit facility in the near term.
J2 Global expects to use the remainder of the net proceeds from the
offering for general corporate purposes, which may include
acquisitions and the repurchase or redemption of other outstanding
indebtedness.
Neither the notes, nor the related guarantees, have been nor
will be registered under the Securities Act or any state securities
laws, and may not be offered or sold in the United States except
pursuant to an applicable exemption from the registration
requirements. The notes and the related guarantees were offered
only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act, and
outside the United States only to non-U.S. persons pursuant to
Regulation S.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful. This
press release does not constitute a notice of redemption of the
6.0% senior notes due 2025 of J2 Global’s wholly-owned
subsidiaries, j2 Cloud Services, LLC and j2 Cloud Co-Obligor,
Inc.
“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 senior notes offering. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, including market and other conditions and,
with respect to the proposed use of proceeds, the availability of
acquisition targets on acceptable terms or at all and J2 Global’s
ability to enter into a new senior secured credit facility. 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 J2 Global’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 J2 Global with the SEC.
Although management’s expectations may change after the date of
this press release, J2 Global undertakes no obligation to revise or
update these statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20201002005496/en/
J2 Global, Inc. Rebecca Wright 800-577-1790 press@j2.com
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